MEOH Methanex Corporation

ARTICLE 1 INTERPRETATION

Section 1.1

Section 1.2

Section 1.3

Section 1.4

Section 1.5

Section 1.6

Section 1.7

Section 1.8

Section 1.9

Section 1.10

Section 1.11

Section 1.12

ARTICLE 2 THE CREDIT FACILITY

Section 2.1

Section 2.2

Section 2.3

Section 2.4

Section 2.5

Section 2.6

Section 2.7

Section 2.8

Section 2.9

Section 2.10

Section 2.11

Section 2.12

ARTICLE 3 ADVANCES

Section 3.1

Section 3.2

Section 3.3

Section 3.4

Section 3.5

ARTICLE 4 BANKERS’ ACCEPTANCES

Section 4.1

Section 4.2

Section 4.3

Section 4.4

Section 4.5

Section 4.6

Section 4.7

Section 4.8

Section 4.9

ARTICLE 5 LETTERS OF CREDIT

Section 5.1

Section 5.2

Section 5.3

Section 5.4

Section 5.5

Section 5.6

Section 5.7

Section 5.8

Section 5.9

ARTICLE 6 CLOSING CONDITIONS

Section 6.1

Section 6.2

Section 6.3

Section 6.4

Section 6.5

ARTICLE 7 REPRESENTATIONS AND WARRANTIES

Section 7.1

ARTICLE 8 DESIGNATIONS

Section 8.1

ARTICLE 9 COVENANTS OF THE BORROWER

Section 9.1

Section 9.2

Section 9.3

ARTICLE 10 EVENTS OF DEFAULT

Section 10.1

Section 10.2

Section 10.3

ARTICLE 11 THE AGENT BANK AND THE LENDERS

Section 11.1

Section 11.2

Section 11.3

Section 11.4

Section 11.5

Section 11.6

Section 11.7

ARTICLE 12 MISCELLANEOUS

Section 12.1

Section 12.2

Section 12.3

Section 12.4

Section 12.5

Section 12.6

Section 12.7

Section 12.8

Section 12.9

Section 12.10

Section 12.11

Section 12.12

Section 12.13

Section 12.14

Section 12.15

Section 12.16

Section 12.17

Section 12.18

Section 12.19

METHANEX CORPORATION

as Borrower

ROYAL BANK OF CANADA

as Agent Bank

AND:

THOSE INSTITUTIONS WHOSE NAMES ARE SET

FORTH ON THE EXECUTION PAGES HEREOF UNDER

THE HEADINGS “FACILITY A LENDERS”

AND “FACILITY B LENDERS”

as Lenders

“Acceptable Replacement Security” has the meaning set forth in section 2.1(7).

“Accommodation” means (i) an Advance made by a Lender on the occasion of any Borrowing pursuant to a Borrowing Notice, (ii) the creation of Bankers’ Acceptances (or the making of a BA Equivalent Advance) by a Lender on the occasion of any Drawing pursuant to a Drawing Notice, and (iii) the issue of a Letter of Credit by a Lender on the occasion of any Issuance pursuant to an Issue Notice.

“Advance” means an advance of monies made by a Lender hereunder. Advances may be denominated in US Dollars (a “US Dollar Advance” ) or Cdn Dollars (a “Canadian Dollar Advance” ). A Canadian Dollar Advance shall be designated a “Cdn Prime Rate Advance” and a US Dollar Advance shall be designated from time to time, by election of the Borrower, a “LIBOR Advance” or a “US Base Rate Advance” . Each of a Cdn Prime Rate Advance, a LIBOR Advance or a US Base Rate Advance is a “type” of Advance.

“affiliate” means, with respect to any person (the “first person” ), any other person which directly or indirectly controls (or is a member of a group which directly or indirectly controls), or is under common control with, or is controlled by, the first person. As used in this definition, “control” (including, with correlative meanings, “controlled by” and “under common control with” ) shall mean possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); provided that, in any event and without limitation, any person or group of persons (known to the Borrower to comprise a group) which owns directly or indirectly (i) (in the case of the Borrower) more than 10% (and more than any other person or group of persons) or (ii) (in other cases) more than 50% of the securities having ordinary voting power for the election of directors or other governing body of a corporation or more than 50% of the partnership or other ownership interests of any other person will be deemed to control such corporation or other person. Notwithstanding the foregoing, neither the Agent Bank nor any Lender shall be deemed to be an affiliate of the Borrower solely by reason of its agency role or lending relationship.

“Agency” means any public debt rating agency of international repute, and shall include each of the following:

“Agent Bank” means Royal Bank of Canada in its capacity as administrative agent and any successor Agent Bank appointed in accordance with article 11.

“AML Legislation” has the meaning set forth in section 12.19.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Margin” means, in respect of each type of Accommodation, the applicable margin as set forth in schedule 12 annexed hereto. The Applicable Margin shall be determined from time to time by the Agent Bank, whose determination shall be conclusive and binding for all purposes hereof, absent demonstrated error. The Agent Bank shall provide notice to the Borrower and the Lenders of any change in the Applicable Margin; provided that any change in the Applicable Margin shall be effective on the date upon which the change in the applicable Rating occurred.

“Approved Securities” means:

bonds or other evidences of indebtedness of or fully guaranteed by the government of Canada or any province thereof or the United States of America or any state thereof, payable in Canadian Dollars or US Dollars and rated A2 (or the then equivalent grade) or higher by Moody’s or A (or the then equivalent grade) or higher by S & P in the United States of America or rated A (or the then equivalent grade) or higher by DBRS in Canada;

commercial paper or finance company paper rated Prime-1 (or the then equivalent grade) or higher by Moody’s or A-1 (or the then equivalent grade) or higher by S & P in the United States of America or rated R-1 (or the then equivalent grade) or higher by DBRS in Canada;

bankers acceptances of a Canadian chartered bank rated A2 (or the then equivalent grade) or higher by Moody’s or A (or the then equivalent grade) or higher by S & P; and

money market funds where the underlying securities are fully guaranteed by the government of Canada or any province thereof or the United States of America or any state thereof, payable in Canadian Dollars or US Dollars and rated A2 (or the then equivalent grade) or higher by Moody’s or A (or the then equivalent grade) or higher by S & P in the United States of America or A (or the then equivalent grade) or higher by DBRS in Canada;

bonds and other evidences of indebtedness, commercial paper or finance company paper issued by the Borrower or an affiliate thereof;

a direct investment in asset-backed securities; or

securities described in (b) and with respect to which the relative liquidity of the relevant market would create a reasonable expectation that such securities would trade at a material discount to their value in a fully liquid market.

“Assignee” shall have the meaning ascribed thereto in section 12.10(3).

“Atlas” means Atlas Methanol Company Unlimited.

“Atlas Condition” means that, at the relevant time, Atlas has no Debt other than (i) the Financial Lease comprised in the oxygen purchase arrangements with                      , and (ii) shareholder loans made to Atlas.

“Attributable Indebtedness” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the lesser of (i) the fair market value of the property subject to such Sale/Leaseback Transaction (as determined in good faith by the directors of the Borrower), or (ii) the present value (discounted at a rate per annum equal to the coupon on the 2014 US Notes due December 1, 2024, compounded annually) of the total obligations of the lessee for rental payments (excluding amounts required to be paid on account of operating costs, maintenance and repairs, insurance, taxes, assessments, utility rates and similar charges) during the remaining term of such lease (including any period for which such lease has been extended).

“BA Equivalent Advance” means in relation to a Drawing, an Advance in Canadian Dollars made by a Non-Acceptance Lender as part of the Drawing in accordance with the provisions of section 4.1(3).

“Bankers’ Acceptance” means either a depository bill, as defined by the Depository Bills and Notes Act (Canada), or a blank non-interest bearing bill of exchange, as defined by the Bills of Exchange Act (Canada), in either case drawn by the Borrower and accepted by a Facility A Lender as a bankers’ acceptance, as evidenced by such Facility A Lender’s endorsement thereof at the request of the Borrower pursuant to a Drawing Notice.

“Beneficiary” means, in respect of any Letter of Credit, the beneficiary specified therein.

“BNZ” means Bank of New Zealand.

“borrowed monies” , when used in conjunction with the expression “Debt”, shall have the meaning set forth in the definition of “Debt”.

“Borrower” means Methanex Corporation, a Canadian corporation.

“Borrower Party” means, collectively, the Borrower and each affiliate of the Borrower from time to time party to a Credit Facility Document.

“Borrower’s Account” means such Cdn Dollar or US Dollar account maintained by the Borrower with Royal Bank as the Borrower may designate from time to time by notice given to the Agent Bank, and may refer (as the context requires) to a separate account or sub-account established in the other currency.

“Borrowing” means a borrowing consisting of one or more Advances.

“Borrowing Notice” means a notice of a request for a Borrowing substantially in the form annexed as schedule 2 hereto, as defined in section 3.2(1).

“Business Day” means:

in respect of US Base Rate Advances and payments in connection therewith, a day (other than Saturday or Sunday) on which banks are open for business in New York City, Toronto and Vancouver;

in respect of LIBOR Advances and payments in connection therewith, a day (other than Saturday or Sunday) which is a day for trading by and between banks in US Dollar deposits in the London Eurodollar interbank market which is also a day on which banks are open for business in New York City, Vancouver and Toronto; and

for all other purposes of this agreement, a day (other than Saturday or Sunday) on which banks are open for business in Vancouver and Toronto.

“Canadian Dollars” , “Cdn Dollars” and “C$” each mean lawful money of Canada.

“Cdn Prime Rate” means, at any time, the greater of:

the rate of interest per annum established and reported by the Agent Bank from time to time as the reference rate of interest it charges to customers for Canadian Dollar loans made by it in Canada; and

the sum of (i) the average 30 day bankers’ acceptance rate as quoted on Reuters Service page CDOR as at 10:00 a.m. (Toronto time) on such day, expressed as a rate per annum , plus (ii)        basis points;

“CDOR Rate” means, on any day, the annual rate of interest determined by the Agent Bank which is equal to the average of the yield rates per annum (calculated on the basis of a year of 365 days) applicable to Canadian Dollar bankers’ acceptances having, where applicable, identical issue and comparable maturity dates as the Bankers’ Acceptances proposed to be issued by the Borrower displayed and identified as such on the “CDOR Page” (or any display substituted therefor) of Reuters Monitor Money Rates Service at approximately 10:00 a.m. (Toronto time) on that day or, if that day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Agent Bank after 10:00 a.m. (Toronto time) to reflect any error in a posted rate of interest or in the posted average annual rate of interest); provided, however, if those rates do not appear on that CDOR Page, then the CDOR Rate shall be the discount rate (expressed as a rate per annum on the basis of a year of 365 day) applicable to those Canadian Dollar bankers’ acceptances in a comparable amount to the Bankers’ Acceptance proposed to be issued by the Borrower quoted by the Agent Bank as of 10:00 a.m. (Toronto time) on that day, or if that day is not a Business Day, then on the immediately preceding Business Day. Each determination of the CDOR Rate shall be conclusive and binding, absent manifest error, and may be computed using any reasonable averaging and attribution method; provided that, if the rate determined above shall ever be less than zero, such rate shall be deemed to be zero for purposes of this agreement.

“Change of Control Event” means the occurrence of a “Change of Control” as defined in the 2012 Fifth Supplemental on the date hereof (a copy of which definition is annexed as schedule 11), unless (i) at the time such Change of Control occurs the Borrower has two Ratings, and (ii) within 90 days of such Change of Control, such Ratings have not been lowered to less than:

BBB- by S&P and Ba1 by Moody’s; or

BB+ by S&P and Baa3 by Moody’s.

“Closing Date” means the date upon which the conditions set out in section 6.1 have been fulfilled to the satisfaction of, or waived by, the Lenders.

“Closing Total Budgeted Costs” means US                      .

“Commitment” means, in respect of a Lender, the sum of such Lender’s Facility A Commitment and Facility B Commitment.

“Compliance Certificate” means a certificate substantially in the form of schedule 13 annexed hereto executed by a Senior Officer of the Borrower, together with:

such information as shall be required by the Agent Bank, acting reasonably, in order to determine the status of compliance with sections 9.2(a) and (c), including a comparison of maintenance capital expenditures for the four most recent Financial Quarters as against projected maintenance capital expenditures for the ensuing four Financial Quarters, together with a reasonable explanation of material differences; and

details of any investments in or loans or advances to Non-Recourse Subsidiaries or (during the relevant Project Guarantee Period) ProjectCo’s.

“Consolidated Net Income” means, for any relevant period, the net income or net loss reported in the quarterly and annual consolidated statement of income included in the consolidated financial statements of the Borrower, prepared in accordance with GAAP.

“Consolidated Tangible Net Worth” means at any time the consolidated shareholders’ equity of the Borrower, excluding:

share capital that may be redeemed (other than solely at the option of the issuer) prior to the later of the Facility A Maturity Date and the Facility B Maturity Date;

50% of the amount of each Investment (as defined in section 9.2(d)(i)) in Non-Recourse Subsidiaries made prior to June 30, 2009 (net of any principal repayments or returns of capital made in respect of such Investments) and (without duplication) 50% of the amount of each Investment made to complete the Egypt Project prior to June 30, 2011 (net of any principal repayments or returns of capital made in respect of such Investments); provided that this paragraph (b) shall not apply to Atlas at any time that the Atlas Condition has been met or to the Egypt Owner at any time that the Egypt Condition has been met;

100% of the amount of:

any other Investment made in Non-Recourse Subsidiaries after the Closing Date and not otherwise provided for in (b); provided that, if the Atlas Condition has been met as at the relevant time, this paragraph (c) shall not exclude from Consolidated Tangible Net Worth the Borrower’s Investment in Atlas and further provided that, if the Egypt Condition has been met as at the relevant time, this paragraph (c) shall not exclude from Consolidated Tangible Net Worth the Borrower’s Investment in the Egypt Owner; and

any Investment (provided, however, that neither (x) any amount in the case of acceptable liquid deposits (as defined in the definition of Funded Debt), nor (y) an amount up to US$10 million in the aggregate shall be required to be excluded) made in any other entity that is not a Restricted Subsidiary;

any shares in the capital of the Borrower held by or for the account of the Borrower;

any gains or losses with respect to IRRM’s that have been recognized or reported under GAAP, but which do not reflect obligations of any person due and payable at that time;

up to US$125 million in aggregate cumulative after-tax non-cash long-term asset revaluations (write-downs or write-ups) under GAAP in the calculation of consolidated shareholders’ equity since January 1, 2011;

with respect to up to three plants relocated from Chile to Louisiana, the after-tax impact of up to US$25 million per plant in aggregate cumulative non-cash long-term asset write-downs (embedded installation costs) under GAAP in the calculation of consolidated shareholders’ equity since January 1, 2011 with respect to such plants; and

in addition to the exclusion provided for in (g) above, with respect to up to three plants relocated from Chile to Louisiana, the after-tax impact of up to US$35 million per plant in aggregate cumulative plant decommissioning and dismantling costs with respect to such plants not eligible for capitalization under GAAP and which were deducted in calculating Consolidated Net Income;

“Core Permits” means the G3 Permits required to be obtained under applicable environmental review and other legislation in Louisiana as listed in schedule 19, and such other G3 Permits as shall be established and agreed in writing by the Borrower and the Agent as material to the G3 Project

“Credit Facility” means, collectively, Facility A and Facility B.

“Credit Facility Documents” means this agreement, the Medicine Hat Security, Bankers’ Acceptances, Letters of Credit and all other agreements, instruments, certificates and documents to be executed and delivered to the Agent Bank or the Lenders by or on behalf of the Borrower hereunder or thereunder; provided that the Medicine Hat Security shall only be Credit Facility Documents after its release from escrow in accordance with section 6.4.

“Current Restricted Project Owner” means a person that directly owns, legally or beneficially, all, or a material portion of or interest in, a project which is a Restricted Project as at the date of this agreement.

“DBRS” means DBRS Limited and any successor to its ratings agency business.

“Debt” of any person means (without duplication, all as calculated in accordance with GAAP):

all indebtedness of such person for borrowed money and similar credit made available to such person, including mark-to-market or similar reimbursement obligations with respect to IRRM’s that are due and payable at that time;

all indebtedness of such person for contingent reimbursement obligations in respect of borrowed money and similar credit made available to such person, including obligations with respect to bankers’ acceptances, letters of credit and letters of guarantee in respect of borrowed money and similar credit made available to such person;

all indebtedness of such person for the deferred purchase price of property or services, other than trade indebtedness accounted for as accounts payable and incurred in the ordinary course of business, net of prepayments for the foregoing;

all indebtedness created or arising under any Purchase Money Mortgages (even though the rights and remedies of the seller or lender thereunder in the event of default are limited to repossession or sale of the purchased property);

the capitalized amount of all obligations under Financial Leases in respect of which such person is liable as lessee, as so capitalized in accordance with GAAP;

the amount for which any shares in the capital of any such person that is a corporation may be redeemed if the holders of such shares are entitled at such time to require such person to redeem such shares, or if such person is otherwise obligated at such time to redeem such shares, in each case whether on notice or otherwise; and

all obligations of the type referred to in (a) through (f) above, inclusive, of other persons for the payment of which such person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including any Guarantees of such obligations; provided that, for greater certainty and without limitation, if and to the extent that a Project Guarantee includes a completion guarantee or similar arrangement whereby the Borrower may become liable to make certain payments and/or incur certain costs and expenses, the amount included hereunder shall be the amount of the relevant Project Debt.

“Default” means an event which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

“Discount Proceeds” means the net cash proceeds to the Borrower from Bankers’ Acceptances calculated at the applicable Discount Rate, before deduction or payment of the fees to be paid to the Facility A Lenders under section 4.4.

“Discount Rate” means:

with respect to an issue of Bankers’ Acceptances accepted by a Lender that is a bank under Schedule I of the Bank Act (Canada), the CDOR Rate; and

with respect to an issue of Bankers’ Acceptances accepted by a Lender that is a bank under Schedule II or Schedule III to the Bank Act (Canada), the lesser of:

the rate set out in clause (a) above plus one-tenth of one (1/10%) percent; and

the annual rate, expressed as a percentage, determined by the Agent Bank as the average discount rate for bankers’ acceptances having a comparable face value and a comparable issue and maturity date to the face value and issue and maturity date of that issue of Bankers’ Acceptances calculated on the basis of a year of 365 days, accepted by the Reference Lenders at or about 10:00 a.m. (Toronto time) on the date of issue of those Bankers’ Acceptances.

“Disposition Proceeds” means, with respect to any sale or other disposition of all or any part of the G3 Project, the net amount equal to the aggregate amount received in cash (including any cash received by way of deferred payment pursuant to a note receivable, other non-cash consideration or otherwise, but only as and when such cash is so received) in connection with such sale or other disposition, less:

fees (including legal fees), commissions and other out-of-pocket expenses incurred or paid for by the Borrower or any of its Restricted Subsidiaries in connection with such sale or other disposition;

taxes incurred in connection with such sale or other disposition, whenever payable;

proceeds of sales of inventory and obsolete equipment in the ordinary course of business; and

proceeds used within a period of 180 days for the replacement of the relevant assets or as otherwise reinvested in the G3 Project.

“Drawing” means the creation of Bankers’ Acceptances by a Lender or Participant in accordance with the provisions of this agreement (including the making of a BA Equivalent Loan by a Non-Acceptance Lender).

“Drawing Date” means any Business Day fixed in accordance with the provisions of this agreement for a Drawing.

“Drawing Notice” means a notice of request for a Drawing substantially in the form annexed as schedule 3 hereto, as defined in section 4.2(1).

“EBITDA” means, for any relevant period and without duplication, the Consolidated Net Income of the Borrower for such period, plus :

the net loss of Non-Recourse Subsidiaries included in calculating Consolidated Net Income;

the aggregate consolidation adjustments that were deducted in calculating Consolidated Net Income in respect of transactions between Non-Recourse Subsidiaries on the one hand and the Borrower or Restricted Subsidiaries on the other;

Net Interest Expense;

amounts deducted in calculating Consolidated Net Income in respect of the repurchase or redemption of any securities of the Borrower and Restricted Subsidiaries, including in connection with the early retirement or defeasance of any debt;

amounts deducted in calculating Consolidated Net Income in respect of income taxes of the Borrower and Restricted Subsidiaries;

amounts deducted in calculating Consolidated Net Income in respect of depreciation and amortization of the Borrower and Restricted Subsidiaries;

cash dividends, and interest payments on shareholder loans, received by the Borrower and Restricted Subsidiaries from Non-Recourse Subsidiaries; provided that the amount added to EBITDA under this paragraph (g) shall not exceed 35% of the final amount determined to be EBITDA in accordance with this definition, and for this purpose (i) if the Atlas Condition has been met as at the end of the relevant period any amounts received from Atlas and added to EBITDA shall not be counted in determining such 35% threshold, and (ii) if the Egypt Condition has been met as at the end of the relevant period any amounts received from the Egypt Owner and added to EBITDA shall not be counted in determining such 35% threshold;

non-cash items deducted in calculating Consolidated Net Income, in respect of:

the closure, restructuring, conversion, sale, abandonment or other disposition of the property, plant and equipment of the Borrower and Restricted Subsidiaries;

write-downs of property, plant and equipment of the Borrower and Restricted Subsidiaries;

foreign exchange adjustments on debt of the Borrower and Restricted Subsidiaries;

compensation expense related to stock options of the Borrower and Restricted Subsidiaries; and

losses with respect to IRRM’s of the Borrower and Restricted Subsidiaries that have been recognized or reported under GAAP, but which do not reflect obligations of any person due and payable at that time;

unusual one-time cash items of the Borrower and Restricted Subsidiaries (to a maximum aggregate for all such items of US$50 million for the fiscal years 2018 through 2024), including but not limited to items in respect of site restoration of property, plant and equipment or closure, restructuring, conversion, sale, abandonment or other disposition of property, plant and equipment, deducted in calculating Consolidated Net Income for such period (and with respect to site restoration only, amounts deducted in calculating Consolidated Net Income in the current period or any prior periods);

amounts deducted in calculating Consolidated Net Income in respect of extraordinary items of the Borrower and Restricted Subsidiaries;

with respect to up to three plants relocated from Chile to Louisiana, up to US$35 million per plant in aggregate cumulative plant decommissioning and dismantling cash costs with respect to such plants not eligible for capitalization under GAAP and which were deducted in calculating Consolidated Net Income; and

all cash receipts during such period relating to non-cash items or charges which were deducted in determining EBITDA in any prior period of the Borrower and Restricted Subsidiaries;

the net income of Non-Recourse Subsidiaries included in the calculation of Consolidated Net Income;

the aggregate consolidation adjustments that were added in calculating Consolidated Net Income in respect of transactions between Non-Recourse Subsidiaries on the one hand and the Borrower or Restricted Subsidiaries on the other;

amounts added in calculating Consolidated Net Income in respect of the repurchase or redemption of any securities of the Borrower and Restricted Subsidiaries, including in connection with the early retirement or defeasance of any debt;

amounts added in calculating Consolidated Net Income in respect of income taxes of the Borrower and Restricted Subsidiaries;

non-cash items added in calculating Consolidated Net Income, in respect of:

the closure, restructuring, conversion, sale, abandonment or other disposition of the property, plant and equipment of the Borrower and Restricted Subsidiaries;

write-ups of property, plant and equipment of the Borrower and Restricted Subsidiaries;

foreign exchange adjustments on debt of the Borrower and Restricted Subsidiaries; and

gains with respect to IRRM’s of the Borrower and Restricted Subsidiaries that have been recognized or reported under GAAP, but which do not reflect obligations of any person due and payable at that time;

amounts added in calculating Consolidated Net Income in respect of extraordinary items of the Borrower and Restricted Subsidiaries; and

all cash payments during such period relating to non-cash items or charges which were added back in determining EBITDA in any prior period of the Borrower and Restricted Subsidiaries;

“EDC” means Export Development Canada.

“Egypt Condition” means that, at the relevant time, the Egypt Owner has no Debt, other than shareholder loans made to the Egypt Owner, and is not subject to any restriction on its ability to make distributions to equity holders.

“ Egypt Owner ” means Egyptian Methanex Methanol Company S.A.E.

“Egypt Project” means the 1.3 million tonnes per year methanol facility located in Damietta, Egypt (and in respect of which the Borrower owns a 50% interest through a Non-Recourse Subsidiary), which commenced commercial operations in 2011.

“Environmental Laws” means, with respect to a person, all applicable Laws, Permits and guidelines or requirements of any Official Body (whether or not having the force of Law), and including consent decrees or similar Permits to which such person is a party or otherwise subject, and administrative orders which may affect such person relating to public health and safety, protection of the environment, the Release of Hazardous Materials and occupational health and safety.

“EPCM Contractor” means                                                   , or such replacement as may be chosen by the Borrower.

“Equator Principles” means the standards entitled “A financial industry benchmark for determining, assessing and managing environmental and social risk in projects” dated June 2013 and adopted by certain financial institutions, as the same may be amended or supplemented from time to time.

“Equivalent Amount” means, on a particular date in respect of an amount expressed in Cdn Dollars, the equivalent amount in US Dollars determined by reference to the Spot Rate at which Cdn Dollars may be exchanged into US Dollars as published on the Reuters Screen page BOFC. For this purpose, “Spot Rate” means, in relation to the conversion of one currency into another currency, the spot rate of exchange for such conversion as quoted by the Bank of Canada at the close of business on the Business Day that such conversion is to be made (or, if such conversion is to be made before close of business on such Business Day, then at approximately close of business on the immediately preceding Business Day), and, in either case, if no such rate is quoted, the spot rate of exchange quoted for wholesale transactions by the Agent Bank on the Business Day such conversion is to be made in accordance with its normal practice.

“Euro” means a euro unit as defined in the European Council Regulation on the legal framework for the introduction of the euro.

“Event of Default” has the meaning set forth in section 10.1.

“Face Amount” means, in respect of a Bankers’ Acceptance, the amount payable to the holder thereof on its maturity (or, in the case of a BA Equivalent Advance, the principal amount thereof) and, in respect of a Letter of Credit, the maximum amount that may from time to time be payable to the Beneficiary thereof.

“Facility” means, as the context requires, Facility A or Facility B, and “Facilities” means both Facility A and Facility B together.

“Facility A” means the revolving operating facility to be made available to the Borrower by the Facility A Lenders in an aggregate principal amount not to exceed the Total Facility A Commitment.

“Facility A Commitment” means, in respect of a Lender, the amount set forth opposite such Lender’s name under the heading “Facility A Commitment” as set forth in schedule 1 annexed hereto, subject to reduction as set forth in sections 2.2(1) and 2.3.

“Facility A Lenders” means those Lenders set forth in schedule 1 annexed hereto and designated “Facility A Lenders”, together with their respective permitted assigns.

“Facility A Majority Lenders” means, at any time, Facility A Lenders whose respective individual Facility A Commitments aggregate at least 66-2/3% of the Total Facility A Commitments at such time; provided that, at any time that the Facility A Commitments shall have been terminated in full, “Facility A Majority Lenders” shall mean Facility A Lenders whose respective individual Principal Outstanding under Facility A aggregate at least 66-2/3% of the total Principal Outstanding under Facility A of all Facility A Lenders at such time.

“Facility A Maturity Date” means the fifth anniversary of the Closing Date.

“Facility B” means the course-of-construction non-revolving term credit facility to be made available to the Borrower by the Facility B Lenders in an aggregate principal amount not to exceed the Total Facility B Commitment.

“Facility B Commitment” means, in respect of a Lender, the amount set forth opposite such Lender’s name under the heading “Facility B Commitment” as set forth in schedule 1 annexed hereto, subject to reduction as set forth in sections 2.2(2) and 2.3.

“Facility B Lenders” means those Lenders set forth in schedule 1 annexed hereto and designated “Facility B Lenders”, together with their respective permitted assigns.

“Facility B Majority Lenders” means, at any time, Facility B Lenders whose respective individual Facility B Commitments aggregate at least 66-2/3% of the Total Facility B Commitments at such time; provided that, at any time that the Facility B Commitments shall have been terminated in full, “Facility B Majority Lenders” shall mean Facility B Lenders whose respective individual Principal Outstanding under Facility B aggregate at least 66-2/3% of the total Principal Outstanding under Facility B of all Facility B Lenders at such time.

“Facility B Maturity Date” means the fifth anniversary of the Closing Date.

“Facility B Repayment Date” means such date as all Facility B Obligations shall have been repaid in full and the Total Facility B Commitments reduced to zero.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the annual rates of interest on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day on such transactions received by the Agent Bank from three Federal funds brokers of recognized standing selected by it.

“FID” means the final decision of the board of directors (or appropriate delegates) of the Borrower to proceed with the G3 Project, whether occurring prior to or after the date of execution hereof.

“Financial Lease” means at any time any lease of property, real or personal, moveable or immoveable (whether or not such lease is intended as security), in respect of which the present value of the minimum rental commitment would, in accordance with GAAP, be capitalized on a balance sheet of the lessee.

“Financial Quarter” means a period of three consecutive months ending on March 31, June 30, September 30 or December 31, as the case may be.

“Financial Year” means a financial year commencing on January 1 of each calendar year and ending on December 31 of such year.

“ Funded Debt” means at any time the aggregate Debt comprising borrowed monies of the Borrower and the Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP (including (i) current maturities, and (ii) the Debt comprised in all Project Guarantees); provided that, in calculating the Funded Debt Ratio at any particular time, the following shall be deducted from Funded Debt:

the Ship Lease Adjustment at such time; and

the amount at such time of actual cash on hand (including acceptable liquid deposits and Approved Securities, such Approved Securities being valued at the lower of book value and market value), but net of outstanding items, and which deduction from Funded Debt:

shall be available only if there has been timely payment in accordance with relevant contract terms of all accounts payable, whether in respect of Debt or otherwise; and

shall apply only to the extent that the cash on hand is free from any Liens or any lockbox, control, blocked account or similar arrangements, covenants or other restrictions against its use for such purposes as the Borrower shall see fit.

“ acceptable liquid deposits ” shall mean deposits which satisfy either of the following criteria:

the deposit-taker is a financial institution rated A (or the then equivalent grade) or higher by S & P or A2 (or the then equivalent grade) or higher by Moody’s; or

the deposit-taker is a financial institution rated at or above BBB and below A (or the respective then equivalent grades) by S & P or at or above Baa2 and below A2 (or the respective then equivalent grades) by Moody’s; provided that the aggregate deposits falling under this item (ii) shall not at any time exceed US$15 million; and

“financial institution” shall mean an entity that is engaged in the business of banking, the loan business or the business of dealing in securities or is otherwise engaged primarily in the business of providing financial services.

“Funded Debt Ratio” means the ratio of Funded Debt to Total Capitalization as at the end of the most-recently completed Financial Quarter.

“Funding Proportion” means, in respect of any Project Costs for which an Advance under Facility B is requested, 70% of such Project Costs, subject to the adjustment of such percentage in accordance with section 2.1(2)(c).

“GAAP” means, in relation to any person at any time, International Financial Reporting Standards as in effect at the applicable time, applied on a basis consistent with the most recent audited financial statements of such person and its consolidated subsidiaries; provided that determinations of compliance with the covenants set forth in sections 9.2(a) and (c) shall be made on the basis of such accounting principles as in effect on January 1, 2017 and without regard to subsequent changes in such accounting principles.

“GBP” means pounds Sterling.

“Geismar II” means Methanex Geismar II LLC.

“Guarantee” means any obligation, contingent or otherwise, of any person directly or indirectly guaranteeing any Debt of any other person and any obligation, direct or indirect, contingent or otherwise, of such person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation of such other person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise), or (ii) entered into for the purposes of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a correlative meaning.

“G3 Lands” means those lands described in schedule 20.

“G3 Lands Mortgage” means                                                                                                                                                                                                                                                               

“G3 Owner” means Methanex Geismar III LLC.

“G3 Permit” means any Permit required under applicable law for the construction and operation of the G3 Project.

“G3 Project” means the 5,000 MTPD (approx.) new build methanol facility to be located adjacent to the two existing methanol facilities of the Borrower in Geismar, Louisiana, USA.

“Hazardous Materials” means:

any radioactive material;

any explosive;

any substance that, if added to any water, would degrade or alter or form part of a process of degradation or alteration of the quality of that water to the extent that it will adversely affect its use by man or by any animal, fish or plant;

any solid, liquid, gas or odour or combination of any of them that, if emitted into the air, would create or contribute to the creation of a condition of the air that:

endangers the health, safety or welfare of individual persons or the health of animal life;

interferes with normal enjoyment of life or property; or

causes damage to plant life or to property;

any toxic substance;

any substance declared to be hazardous or toxic under any Law now or hereafter enacted or promulgated by any Official Body having jurisdiction; and

any other substance which is or may become hazardous, dangerous or toxic to individual persons or property.

“Hedging Obligations” of any person means the obligations of such person pursuant to any IRRM designed to protect such person against changes in interest rates, foreign exchange rates, or prices of commodities (including, for certainty, natural gas, propane, water, electricity and electrical power) used or produced by the Borrower or any Restricted Subsidiary in the course of its business.

“ICR Waiver Period” means the period from and including the ICR Waiver Period Effective Date to and including the last day of the fourth consecutive full Financial Quarter immediately following the ICR Waiver Period Effective Date.

“ICR Waiver Period Conditions” means the conditions precedent set forth in section 2.1(7)(a) to (g), inclusive.

“ICR Waiver Period Effective Date” means the date (following satisfaction of the ICR Waiver Period Conditions) of delivery by the Borrower to the Agent Bank of a certificate in substantially the form annexed as schedule 17 hereto, with such changes as the Agent Bank shall reasonably agree.

“ICR Waiver Period Election” has the meaning set forth in section 2.1(7).

“Increased Costs” means any amounts payable to a Lender under any of sections 2.7, 2.9, 3.2(3), 4.2(3), 5.2(3), 5.8, 9.1(1)(n), 9.3, 12.5, 12.6, 12.7, 12.8 and 12.11.

“Information Documents” means, collectively, at any time and in any form, information provided by or on behalf of the Borrower to the Agent Bank in writing with respect to the businesses of the Borrower, the Restricted Subsidiaries and (during the relevant Project Guarantee Period) each ProjectCo, financial statements of the Borrower, Restricted Subsidiaries and (during such Project Guarantee Period) ProjectCo’s, certificates and other materials reasonably requested by the Agent Bank for the purpose, inter alia , of providing such information to the Lenders (including prospective Lenders), as from time to time, amended, supplemented or replaced.

“Insurance Proceeds” means any proceeds received by or on behalf of the Borrower or the G3 Owner from any property insurance with respect to any damage to, destruction of or other insured property event in respect of the G3 Project, excluding:

proceeds used as required in accordance with the terms of such insurance policies for the repair, restoration or replacement of assets; and

proceeds from any insured property event in an aggregate amount of US$50 million or less during the term of this agreement.

“Interest Coverage Ratio” means, at any time, the ratio calculated by dividing:

EBITDA for the Borrower’s four most recently completed Financial Quarters; by

Net Interest Expense for that period.

“Interest Period” means, for each LIBOR Advance, a period commencing (i) in the case of the initial Interest Period for such Advance, on the date of such Advance, and (ii) in the case of any subsequent Interest Period for such Advance, on the last day of the immediately preceding Interest Period, and ending in either case on the last day of such period as shall be selected by the Borrower pursuant to the provisions below. If another type of Advance is changed to a LIBOR Advance, the initial Interest Period for such LIBOR Advance shall commence on the date of such change. The duration of each Interest Period for a LIBOR Advance shall be one, two, three or six months (subject to availability), as the Borrower may select in the applicable Borrowing Notice or Interest Rate Election, or such other period to which the Lenders may agree. No Interest Period may be selected which would end on a day after the Facility A Maturity Date or the Facility B Maturity Date, as the case may be, or, in the opinion of the Agent Bank, conflict with any repayment stipulated herein. Whenever the last day of an Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day; provided that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

“Interest Rate Election” means a notice changing the type of an Advance or selecting a further Interest Period substantially in the form annexed as schedule 4 hereto.

“Investment” has the meaning given to it in section 9.2(d)(i).

“IRRM” means: (i) any interest rate or foreign exchange risk management agreement or product, including (A) interest rate or currency exchange or swap agreements, (B) futures contracts, (C) forward exchange, purchase or sale agreements, and (D) any other agreements to fix or hedge interest rates or foreign exchange rates; and (ii) any agreement for the making or taking of delivery of any commodity (including, for certainty, natural gas, propane, water, electricity and electrical power), any commodity swap agreement, floor, cap or collar agreement or commodity future or option or other similar agreements or arrangements, or any combination thereof, where the subject matter of the same is any commodity or the price, value or amount payable thereunder is dependent or based upon the price of any commodity or fluctuations in the price of any commodity, but shall not include any agreement for the physical purchase or sale of a commodity (including, for certainty, natural gas, propane, water, electricity and electrical power) entered into in the ordinary course of business unless (i) such agreement is entered into for hedging or speculative purposes, or (ii) such agreement is required to be accounted for on a mark to market (“fair value”) basis under GAAP.

“Issuance” means the issuance of a Letter of Credit by a Facility A Lender in accordance with the provisions of this agreement.

“Issue Date” means any Business Day fixed in accordance with the provisions of this agreement for an Issuance.

“Issue Notice” means a notice of request for an Issuance in the form of the Facility A Lenders’ respective customary letter of credit applications, as defined in section 5.2(1).

“Law” means any law (including common law and equity), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Official Body.

“Lenders” means, collectively, the Facility A Lenders and the Facility B Lenders.

“Lending Branch” means, in respect of a particular Lender, the branch whose address is set forth in schedule 1 annexed hereto, or such other branch as such Lender may designate from time to time by notice given to the Agent Bank and the Borrower, subject to section 2.1(1).

“Letter of Credit” means a standby or commercial letter of credit or a letter of guarantee for a specified amount in Canadian Dollars, US Dollars, Australian dollars, NZ$, Euros or GBP (or other major currencies as agreed by the issuing Facility A Lender acting reasonably), and having a term to maturity of no more than one year from the date of issuance thereof, issued by a Lender at the request and upon the indemnity of the Borrower pursuant to article 5.

“LIBOR” means, with respect to any Interest Period applicable to a LIBOR Advance, the rate of interest per annum at approximately 11:00 a.m. London, England time two Business Days prior to the first day of such Interest Period by reference to the London interbank offered rate administered by ICE Benchmark Administration Limited for deposits in US Dollars (as set forth by any service which has been nominated by ICE Benchmark Administration Limited as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that, if such service is unavailable, or such service does not quote a rate of interest per annum for the Interest Period selected, then LIBOR shall be determined by the Agent Bank as the arithmetic average of the rates at which deposits of comparable term and amount are offered by the Agent Bank, JP Morgan Chase Bank and HSBC Bank to prime banks in the London interbank market at or approximately 11:00 a.m. London, England time on such date; provided that, if the rate determined above shall ever be less than zero, such rate shall be deemed to be zero for purposes of this agreement.

“Lien” means any mortgage, pledge, lien, hypothecation, security interest or other encumbrance or charge (whether fixed, floating or otherwise) or title retention, and any deposit of moneys under any agreement or arrangement whereby such moneys may be withdrawn only upon fulfilment of any condition as to the discharge of any other indebtedness or other obligation to any creditor, or any right of or arrangement of any kind with any creditor to have its claims satisfied prior to other creditors with or from the proceeds of any properties, assets or revenues of any kind now owned or later acquired but excluding rights of set off arising by operation of law.

“Majority Lenders” means, at any time, Lenders whose respective individual Commitments aggregate at least 66-2/3% of the Total Commitments of all Lenders at such time; provided that, at any time that the Commitments of the Lenders shall have been terminated in full, “Majority Lenders” shall mean Lenders whose respective individual Principal Outstanding aggregate at least 66-2/3% of the total Principal Outstanding of all Lenders at such time.

“Material Adverse Effect” means:

any material adverse change in the assets, properties, operations or condition, financial or otherwise, of the Borrower and the Restricted Subsidiaries taken as a whole; or

any material impairment in the ability (financial or otherwise) of the Borrower to fulfil any covenant or obligation to the Agent Bank or the Lenders in any Credit Facility Document;

“Material Adverse Effect (Medicine Hat)” means any material adverse change in the Medicine Hat Assets or the operations or condition, financial or otherwise, of the Medicine Hat Plant; provided that a Material Adverse Effect (Medicine Hat) shall not include any change or event resulting from a change in the price of methanol.

“Material Contracts” means the agreements with respect to the G3 Project listed in schedule 18, and such other agreements with respect to the G3 Project as shall be established and agreed in writing by the Borrower and the Agent as material to the G3 Project.

“Medicine Hat Assets” means all real and personal property of whatsoever nature owned by the Borrower or in which the Borrower has an interest and comprising, or used primarily in connection with or otherwise integral to the ownership, operation and maintenance of, the Medicine Hat Plant.

“Medicine Hat Plant” means the methanol production facility owned and operated by the Borrower and located on the Medicine Hat Site, including all associated infrastructure.

“Medicine Hat Security” means (i) a fixed charge by way of mortgage over all real property legally or beneficially owned by the Borrower and comprising the Medicine Hat Site, and (ii) a security interest over all present and after-acquired personal property of whatsoever nature legally or beneficially owned by the Borrower and comprising Medicine Hat Assets, all of the foregoing securing                              in the aggregate.

“Medicine Hat Site” means the real property interests described in schedule 16.

“Methanex Louisiana” means Methanex Louisiana LLC.

“Monthly Project Progress Report” has the meaning set forth in section 9.1(1)(i)(xiii).

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its ratings agency business.

“Net Interest Expense” means, for any particular period, without duplication, the aggregate expense incurred by the Borrower, Restricted Subsidiaries and (during the relevant Project Guarantee Period) each ProjectCo, on a consolidated basis for the Borrower in accordance with GAAP (omitting amounts that are not attributable to Restricted Subsidiaries or (during the relevant Project Guarantee Period) a ProjectCo) for interest and equivalent costs of borrowing (taking into account the effect of any relevant IRRMs), including:

bankers’ acceptance fees;

discounts on bankers’ acceptances;

the interest portion of any Financial Lease; and

all fees and other compensation paid to any person that has extended credit to the Borrower, the Restricted Subsidiaries or (during the relevant Project Guarantee Period) a ProjectCo other than any upfront, extension and similar non-recurring fees paid to the Agent Bank or Lenders in connection with the Credit Facility;

excludes the interest capitalized in accordance with GAAP on new methanol projects under development;

excludes the “make-whole” premium on the redemption of any private or public bond; and

is net of interest earned on short term cash or cash equivalents by the Borrower, Restricted Subsidiaries and (during the relevant Project Guarantee Period) ProjectCo’s.

“Net Proceeds” means any one or more of the following (i) with respect to any sale or other disposition of the G3 Project, the Disposition Proceeds in excess of (in an aggregate amount and over the term of Facility B) US$50 million, (ii) with respect to any insured property event in respect of the G3 Project, the Insurance Proceeds, and (iii) with respect to the incurrence of Debt, the principal amount of such Debt, less the amount of any discount (but including the amount of any premium) at which the Debt is issued and less the fees (including legal fees), commissions and other out-of-pocket expenses incurred or paid for by the Borrower or the Restricted Subsidiary in connection with the incurrence of such Debt.

“1995 US Note Indenture” means the indenture dated as of July 20, 1995 between the Borrower and the United States Trust Company of New York pursuant to which the 2012 US Notes, the 2014 US Notes and other notes are issued, as supplemented by a first supplemental indenture dated as of June 18, 2002, a second supplemental indenture dated as of June 19, 2002, a third supplemental indenture dated as of December 9, 2003, a fourth supplemental indenture dated as of August 3, 2005, the 2012 Fifth Supplemental and the 2014 Sixth Supplemental.

“Non-Acceptance Discount Rate” means, for any day, the Discount Rate in paragraph (b) of the definition of Discount Rate; provided that, if at any relevant time there are no Reference Lenders, the Non-Acceptance Discount Rate will be the Discount Rate in paragraph (b)(i) of that definition.

“Non-Acceptance Lender” means a Facility A Lender other than (i) a Canadian chartered bank, or (ii) BNZ.

“Non-Recourse Debt” means Debt comprising borrowed monies or that portion thereof:

as to which neither the Borrower nor any Restricted Subsidiary (i) provides credit support or financial assistance of any nature whatsoever (including any undertaking, agreement or instrument which would constitute Debt comprising borrowed monies, but excluding the provision by the Borrower to a Non-Recourse Subsidiary of a letter of credit for the purpose of assuring required levels of debt service reserve or other reserve accounts, up to an aggregate limit for all such letters of credit outstanding at any time of US$40 million), or (ii) is liable (directly or indirectly, contingently or otherwise); and

default with respect to which (including any rights which the holders thereof may have to take enforcement action) would not permit (upon notice, lapse of time or both) any holder of any other Debt of the Borrower or any Restricted Subsidiary to declare a default on such other Debt or cause a payment thereof to be accelerated or payable prior to its stated maturity.

“Non-Recourse Subsidiary” means, subject to the last paragraph of section 8.1, a subsidiary of the Borrower:

which was, or was designated, a “Non-Recourse Subsidiary” under and as defined in the 2005 Credit Agreement; or

which (i) does not own any properties or assets other than those acquired after the Closing Date, and (ii) does not have outstanding any Debt for borrowed monies other than Non-Recourse Debt; for this purpose, proceeds of disposition or other dealing with a property or asset owned on the Closing Date shall be considered to have been owned on the Closing Date.

“Notice” means a Borrowing Notice, a Drawing Notice, an Issue Notice or an Interest Rate Election.

“NZ$” means New Zealand dollars.

“Obligations” means, at any time the amount (calculated and expressed in US Dollars, with each Cdn Dollar obligation converted for purposes of such calculation into the Equivalent Amount in US Dollars) equal to the sum of (i) the Principal Outstanding, (ii) all accrued and unpaid interest thereon and all interest on accrued and unpaid interest, and (iii) all accrued and unpaid fees, expenses, costs, indemnities, Increased Costs and other amounts payable to the Lenders, and the terms “Facility A Obligations” and “Facility B Obligations” shall mean the, respectively, the Obligations owed by the Borrower under or in respect of Facility A or Facility B.

“Official Body” means any government (including any federal, provincial, state, territorial, municipal or local government) or political subdivision or any agency, authority, bureau, central bank, monetary authority, commission, department or instrumentality thereof, or any court, tribunal, grand jury or arbitrator, whether foreign or domestic.

“Participant” shall have the meaning ascribed thereto in section 12.10(3).

“Payment Account” means:

“Permit” means any consent, licence, approval, permit, order, right, certificate, judgment, writ, injunction, award, determination, direction, decree, authorization, franchise, privilege, grant, waiver, exemption and other similar concession or by-law, rule or regulation (whether or not having the force of Law) of, by or from any Official Body of competent jurisdiction.

“Permitted Liens” means, in respect of any person at any time, any one or more of the following:

Liens for taxes, assessments or government charges or levies not at the time due and delinquent, or the validity of which is being contested at the time by such person in good faith by proper legal proceedings and in respect of which appropriate provision (if any) has been made under applicable generally accepted accounting principles;

the Lien of any judgment rendered or claim filed against such person which such person shall be contesting in good faith by proper legal proceedings;

Liens or privileges imposed by Law (such as carriers, warehousemen’s, mechanics and materialmen’s Liens and privileges) arising in the ordinary course of business not at the time due or delinquent, or which are being contested at the time by such person in good faith by proper legal proceedings and in respect of which appropriate provision (if any) has been made under applicable generally accepted accounting principles;

undetermined or inchoate Liens incidental to current operations which have not at such time been filed, including Liens on maritime cargo for freight charges not yet due;

restrictions, easements, rights-of-way, servitudes or other similar rights in land or immoveable property (including rights of way and servitudes for railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light and power and telephone or telegraph or cable television conduits, poles, wires and cables) granted to or reserved by other persons which in the aggregate do not materially impair the usefulness, in the operation of the business of such person, of the property subject to such restrictions, easements, rights-of-way, servitudes or other similar rights;

the right reserved to or vested in any Official Body of competent jurisdiction, by the terms of any Permit acquired by such person or by any Law, to terminate any such Permit or to require annual or other payments as a condition to the continuance thereof;

the encumbrance resulting from the deposit of cash or securities in connection with any of the Liens referred to in paragraphs (a), (b) or (c) above, or in connection with contracts, tenders, leases or expropriation proceedings, or to secure workmen’s compensation, surety or appeal bonds, costs of litigation when required by Law and public and statutory obligations, and any right of refund, set off or charge-back available to any bank or other financial institution;

security given to a public utility or any other Official Body of competent jurisdiction when required by such utility or other Official Body in connection with the operations of such person in the ordinary course of its business;

the reservations, limitations, provisos and conditions, if any, expressed in any original grants from the Crown or any similar authority;

title defects or irregularities which are of a minor nature and in the aggregate will not materially impair the use of the property for the purposes for which it is held by such person;

Financial Leases and Purchase Money Mortgages; provided that no Lien (other than the G3 Lands Mortgage) shall be permitted over all or any part of the G3 Project or over the ownership interest in the G3 Owner or Waterloo under this clause (k) until the Facility B Repayment Date;

those Liens in existence on the date hereof with respect to which the Lenders have been made familiar through prior dealings with the Borrower or otherwise, as set forth in schedule 9 annexed hereto;

Liens securing indebtedness or other obligations of the Borrower or a Restricted Subsidiary owing to, as the case may be, the Borrower or another Restricted Subsidiary;

Liens on property or shares of a person at the time that such person becomes a Restricted Subsidiary; provided, however, that the Lien may not extend to any other property or assets owned by the Borrower or any Restricted Subsidiary and the creditor has no recourse (unless subordinated to the Obligations, on terms and conditions satisfactory to the Lenders acting reasonably) against the general corporate covenant of the Borrower or any other Restricted Subsidiary; provided, further, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, or to provide credit support in connection with, such person becoming a Restricted Subsidiary;

Liens on property or assets at the time the Borrower or a Restricted Subsidiary acquires the property or assets, including any acquisition by means of an amalgamation, merger or consolidation with or into the Borrower or a Restricted Subsidiary; provided, however, that the Lien may not extend to any other property or assets owned by the Borrower or any Restricted Subsidiary and the creditor has no recourse (unless subordinated to the Obligations, on terms and conditions satisfactory to the Lenders acting reasonably) against the general corporate covenant of the Borrower or any other Restricted Subsidiary; provided, further, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, or to provide credit support in connection with, such acquisition;

Liens to secure any refinancing, extension, renewal or replacement as a whole, or in part, of any indebtedness secured by any Lien referred to in the foregoing clauses (l), (n) and (o);

Liens in connection with Hedging Obligations in the ordinary course of business which consist of obligations to deposit, or deposits of, money or marketable securities or rights of set off;

the Liens of any Project Security;

subject to the 10% limitation set forth in section 9.2(a), Liens securing other Debt comprising borrowed monies; provided that no Lien (other than the G3 Lands Mortgage) shall be permitted over all or any part of the G3 Project or over the ownership interest in the G3 Owner or Waterloo under this clause (s) until the Facility B Repayment Date; and

the Liens described in schedule 16.

“person” includes an individual, partnership, body corporate, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture and other entity and any Official Body.

“Power of Attorney” means a power of attorney substantially in the form of schedule 10 annexed hereto.

“Principal Outstanding” means, at any time, the amount (calculated and expressed in US Dollars, with each Cdn Dollar obligation converted for purposes of such calculation into the Equivalent Amount in US Dollars) equal to the sum of (i) the aggregate principal amount of all Advances then outstanding, and (ii) the aggregate Face Amount of all Bankers’ Acceptances (whether or not held by a Lender or Participant, and including the principal amount of BA Equivalent Advances) and Letters of Credit then outstanding, and the terms “Facility A Principal Outstanding” and “Facility B Principal Outstanding” shall mean, respectively, the Principal Outstanding under Facility A or Facility B.

“Project” means a proposed development by a ProjectCo of a methanol production facility.

“ProjectCo” means a newly-formed subsidiary of the Borrower, formed for the purpose of developing, constructing and operating a Project.

“Project Costs” means those direct or indirect costs related to the acquisition, construction, development and start-up of the G3 Project, which costs shall, for greater certainty but without limitation, (i) include basic and front-end engineering and design; engineering, procurement and construction management; owner’s costs; and pre-completion cash operating losses, and (ii) exclude borrowing costs.

“Project Debt” means any financing obtained by a ProjectCo for the purposes of funding the development and construction of a Project; provided that, for greater certainty, in the event that a Project is being developed on a joint venture or other partnership basis whereby the Borrower does not hold a 100% interest (direct or indirect) in such Project, the amount of Project Debt for the purposes of this agreement shall be the amount thereof attributable to the Borrower’s direct or indirect interest in such Project.

“Project Guarantee” means a Guarantee by the Borrower in respect of all or any portion of Project Debt, which may include a completion guarantee or similar obligation on the part of the Borrower.

“Project Guarantee Period” means the period commencing on the delivery by the Borrower of a Project Guarantee and ending on the date of final termination of all obligations of the Borrower under such Project Guarantee.

“Project Security” means, collectively, the Liens granted as security for a Project Debt and comprising:

a pledge by the Borrower’s subsidiary which is the direct parent of the relevant ProjectCo of all of its shares held in the capital of such ProjectCo;

a first fixed and floating charge (or equivalent local security) granted by such ProjectCo over all assets (present or future, real or personal, tangible or intangible) comprised in the relevant Project; and

a Project Guarantee.

“Purchase Money Mortgage” means any Lien given (whether or not to the transferor), assumed or arising by operation of Law to provide or secure or to provide the obligor with funds to pay the whole or any part of the consideration for the acquisition or costs of construction of property where (i) the principal amount of such Lien is not in excess of the cost to the obligor of the property encumbered thereby, (ii) such Lien was created prior to, at the time of or within 120 days after the acquisition, completion of construction or commencement of full operation of such property, and (iii) such Lien is secured only by the property being acquired by the obligor and the creditor has no recourse (unless subordinated to the Obligations, on terms and conditions satisfactory to the Lenders acting reasonably) against the general corporate covenant of the Borrower or any Restricted Subsidiary, and includes the renewal, extension or refinancing of any such Lien and of the indebtedness represented thereby upon the same property provided that the indebtedness secured thereby and the security therefor are not increased thereby. For greater certainty, no Project Security shall constitute a Purchase Money Mortgage.

“Rating” means the rating assigned to the senior unsecured public debt of the Borrower by an Agency.

“Reference Lenders” means either any Lender or any two Lenders, as selected by the Agent Bank from time to time, who agree to such selection and are acceptable to the Borrower, which are banks under Schedule II or Schedule III of the Bank Act (Canada).

“Release” includes releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping, or permitting any of the foregoing to occur.

“Restricted Payment” means any payment (in cash or in kind) made by the Borrower or a Restricted Subsidiary to a shareholder or to any affiliate that is not a Restricted Subsidiary, whether by way of dividend, distribution, repayment of capital, loan advance or loan payment, investment, acquisition or sale of property or any other similar transaction that has the economic effect of transferring value outside of the group comprising the Borrower and its Restricted Subsidiaries.

“Restricted Project” means, collectively, the facilities located at:

Puntas Arenas in Chile;

Waitara and Motunui in New Zealand (including D1, D2, D3 and D4);

Point Lisas in Trinidad (and owned by Methanex Trinidad (Titan) Unlimited);

Geismar in Louisiana, USA (including, for greater certainty, the G3 Project); and

any future methanol production facilities which are owned by a Restricted Subsidiary;

“Restricted Project Owner” means a person that directly owns, legally or beneficially, all, or a material portion of or interest in, a Restricted Project, which persons as at the date of this agreement are:

Methanex Chile SA;

Methanex New Zealand Limited;

Methanex Trinidad (Titan) Unlimited;

Methanex USA LLC;

Geismar II;

the G3 Owner;

Methanex Louisiana; and

Methanex Fortier, Inc.

“Restricted Subsidiary” means any subsidiary of the Borrower (other than a Non-Recourse Subsidiary), including for greater certainty:

all Restricted Project Owners; and

all subsidiaries of the Borrower that perform material services or provide material functions pertaining to a Restricted Project, with the exception of Atlas.

“Royal Bank” means Royal Bank of Canada.

“Sale/Leaseback Transaction” means an arrangement with any person other than the Borrower or a Restricted Subsidiary providing for the leasing by the Borrower or a Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to such person in contemplation of such leasing; provided, however, that any subsequent transfer of any such arrangement between the Borrower and a Restricted Subsidiary or between Restricted Subsidiaries, whereby the Borrower or a Restricted Subsidiary ceases to be the lessor under such arrangement, shall be deemed to constitute a Sale/Leaseback Transaction at such time.

“Sanctions” means economic or financial sanctions administered, enacted or enforced by any Sanctions Authority, including any restriction on the Lender’s or its affiliates’ ability to conduct business with any person in any country relevant to the transaction, pursuant to all applicable United States or Canadian laws regarding sanctions and export controls (all such applicable Laws currently in effect, all such new applicable laws in effect in the future or each as amended from time to time), such as the United Nations Act , Special Economic Measures Act , Export and Import Permits Act , Freezing Assets of Foreign Corrupt Officials Act , Criminal Code , Defense Production Act , Proceeds of Crime (Money Laundering) and Terrorist Financing Act , Anti-Terrorism Act or any statutes, rules and regulations enacted, administered, imposed or enforced by the U.S. Department of the Treasury’s Office of Foreign Asset Control or any other similar United States or Canadian statute or regulation, and any person listed in any Sanctions-related list of designated persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or by the United National Security Council, the European Union or any EU member state.

“Sanctions Authority” means (a) Canada, (b) the United Nations, (c) the United States, (d) the European Union, or (e) Her Majesty’s Treasury of the United Kingdom, or the respective governmental institutions, agencies and subdivisions of any of the foregoing.

“S  & P” means Standard & Poor’s Rating Services, a division of Standard & Poor’s Financial Services LLC and any successor to its ratings agency business.

“Senior Officer” means, in respect of a corporation, the chairman of the board, the president or chief executive officer, the managing director, the chief financial officer, the vice president – finance, or such other officer as the Agent Bank may agree.

“Ship Lease Adjustment” means, at any time that the Funded Debt Ratio is to be calculated, the amount that is the lesser of:

US$500 million; and

the aggregate of the amounts, as determined in accordance with GAAP, carried at such time as liabilities on the respective balance sheets of:

the Borrower or any Restricted Subsidiaries in respect of Financial Leases entered into for terminal facilities; and

Waterfront Shipping Company Limited in respect of Financial Leases entered into for the use of shipping vessels to transport production.

“Specified Capital Expenditures” means investments by the Borrower or its Restricted Subsidiaries in operating equipment or maintenance expenditures in respect of methanol production facilities.

“subsidiary” means, at any time in respect of a person, any corporation or other entity controlled at such time directly or indirectly by such person, and includes for greater certainty successive subsidiaries of such subsidiary.

“ Substantial Completion ” has the meaning given to that term in the Engineering, Procurement and Construction Management Contract                                                                                                                                                     

“Taking” means the expropriation, condemnation or taking by eminent domain or similar authority, or by any proceeding or purchase in lieu or anticipation thereof, of any Restricted Project or a material portion thereof or any right, title or interest therein for which compensation shall be given, paid or payable by any Official Body.

“Taxes” means all taxes, levies, imposts, stamp taxes, duties, charges to tax, fees, deductions, withholdings, charges, compulsory loans or restrictions or conditions resulting in a charge which are imposed, levied, collected, withheld or assessed by any country or political subdivision or taxing authority thereof as of the date hereof or at any time in the future together with interest thereon and penalties with respect thereto, if any, and any payments of principal, interest, charges, fees or other amounts made on or in respect thereof (but excluding any taxes, franchise taxes, levies, imposts or charges imposed, levied or assessed in respect of or applied on the overall net income of any Lender, net earnings of any Lender, net profits of any Lender or capital or place of business of any Lender or on goods and services purchased by any Lender and any penalties and payments of principal, interest, charges, fees or other amounts made on or in respect thereof), and “Tax” and “Taxation” shall be construed accordingly;

“this agreement” , “herein” , “hereof” , “hereto” and “hereunder” and similar expressions mean and refer to the 2009 Credit Agreement as supplemented, amended, restated and replaced from time to time (including by this agreement), and not to any particular article, section, schedule or other portion hereof; and the expressions “article” , “section” and “schedule” followed by a number or letter mean and refer to the specified article, section or schedule of this agreement; and, unless otherwise stated or necessary in the context, the expression “ on the date hereof ” and similar expressions refer to the date of the 2009 Credit Agreement and the expression “ hereafter ” and similar expressions refer to the period after the date of the 2009 Credit Agreement.

“Total Capitalization” means the sum of Funded Debt and Consolidated Tangible Net Worth.

“Total Commitment” means the sum of the Total Facility A Commitment and the Total Facility B Commitment.

“Total Facility A Commitment” means the sum of all Facility A Commitments.

“Total Facility B Commitment” means the sum of all Facility B Commitments.

“2005 Credit Agreement” means the credit agreement dated for reference June 3, 2005 entitled “2005 Credit Agreement” between Methanex Corporation as Borrower, Royal Bank of Canada as administrative agent, Canadian Imperial Bank of Commerce as Syndication Agent, ABN AMRO Bank N.V. and BNP Paribas, acting through its Canada Branch as Documentation Agents, and those institutions whose names are set forth on the execution pages thereof under the heading “Lenders” as lenders.

“2012 Fifth Supplemental” means the fifth supplemental indenture dated as of February 28, 2012 between the Borrower as issuer and The Bank of New York Mellon as trustee, which indenture was supplemental to the 1995 US Note Indenture.

“2012 US Notes” means (i) the fixed-rate unsecured series of notes and debentures due March 1, 2022 issued by the Borrower in the United States in the aggregate principal amount of US$250 million under the 1995 US Note Indenture, and (ii) the fixed-rate unsecured series of notes and debentures due December 15, 2019 issued by the Borrower in the United States in the aggregate principal amount of US$350 million under the 1995 US Note Indenture.

“2014 Sixth Supplemental” means the sixth supplemental indenture dated as of November 18, 2014 between the Borrower as issuer and The Bank of New York Mellon as trustee, which indenture was supplemental to the 1995 US Note Indenture.

“2014 US Notes” means:

the fixed-rate unsecured series of notes and debentures due December 1, 2024 issued by the Borrower in the United States in the aggregate principal amount of US$300 million under the 1995 US Note Indenture; and

the fixed-rate unsecured series of notes and debentures due December 1, 2044 issued by the Borrower in the United States in the aggregate principal amount of US$300 million under the 1995 US Note Indenture.

“Uniform Customs” means the Uniform Customs and Practices for Documentary Credits (1993 Revision), ICC Publication 500.

“US Base Rate” means, at any time, the greater of:

the rate of interest per annum established and reported by the Agent Bank from time to time as the reference rate of interest it charges to customers for US Dollar loans made by it in Canada; and

the sum of (i) the Federal Funds Effective Rate multiplied by 365 and divided by 360, plus (ii)        basis points per annum ;

“US Dollars” , “United States Dollars” and “US$” each mean lawful money of the United States of America in same day immediately available funds or, if such funds are not available, the form of money of the United States of America that is customarily used in the settlement of international banking transactions on the day payment is due hereunder.

“Waterloo” means Methanex Waterloo LLC.

In this agreement, in the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

Where in this agreement a notice must be given a number of days prior to a specified action, the day on which such notice is given shall be included and the day of the specified action shall be excluded.

reference to any body corporate shall include successors thereto, whether by way of amalgamation or otherwise; provided that certain corporate reorganizations involving the Borrower or a Restricted Subsidiary shall nonetheless be subject to the terms and provisions hereof;

reference to any statute, enactment or legislation or to any section or provision thereof shall include a reference to any order, ordinance, regulation, rule or by-law or proclamation made under or pursuant to that statute, enactment or legislation and all amendments, modifications, consolidations, re-enactments or replacements thereof or substitutions therefor from time to time; and

reference to any agreement, instrument, Permit or other document shall include reference to such agreement, instrument, Permit or other document as the same may have been heretofore, or may be hereafter, amended, supplemented or restated from time to time (and irrespective of whether amendments, supplements or restatements prior to the date hereof have or have not been specifically identified herein).

confirms and agrees that all references therein to the 2009 Credit Agreement will constitute references to such agreement as amended, supplemented, restated and replaced from time to time (including by this agreement); and

confirms and agrees that notwithstanding the amendments and restatement provided for in this agreement, each of the existing Credit Facility Documents to which the Borrower is a party, and all covenants, clauses, provisions, powers, matters and things contained therein, shall continue in full force and effect.

Commitments .

Facility A. Facility A shall be made available by the Facility A Lenders to the Borrower on a revolving basis in the principal amount of up to US$300 million; provided that:

the aggregate principal amount of Facility A may be increased as set forth in section 2.1(6); and

the aggregate principal amount of Facility A may be reduced as set forth in section 2.1(8).

Facility B. Facility B shall be made available by the Facility B Lenders to the Borrower on a non-revolving basis in the principal amount of up to US$800 million. Draws under Facility B shall be available on a monthly basis.

Purposes .

Facility A. Facility A shall be used for general corporate purposes of the Borrower and the Restricted Subsidiaries including working capital, capital expenditures, fees and expenses.

Facility B. Facility B shall be used to assist with course-of-construction of the G3 Project, including Project Costs incurred prior to FID. Monthly draws under Facility B shall fund the Funding Proportion of the Project Costs incurred to date and to be incurred within the following 45-day period, such that each draw of funds will not exceed (i) the Funding Proportion of the total Project Costs incurred to date and to be incurred within the following 45 days, less (ii) amounts previously drawn under Facility B. The draw under Facility B on the Closing Date shall fund the Funding Proportion of Project Costs incurred prior to the Closing Date and Project Costs to be incurred in the 45-day period following the Closing Date.

Adjustment of Funding Proportion. Terms used in this section 2.1(2)(c) without definition shall have the meaning set forth in the form of Borrowing Notice for Facility B annexed as schedule 2. In the event that the certification in a Borrowing Notice under Facility B indicates that there is a Cost Overrun in excess of 10% of the Closing Total Budgeted Cost, the Funding Proportion will be adjusted in accordance with the following formula:

Availability .

Facility A. Subject to section 2.1(5), Accommodations will be made available to the Borrower under Facility A from time to time in the following minimum amounts (and in incremental amounts if so indicated in parentheses):

Facility B. Subject to section 2.1(5), Accommodations will be made available to the Borrower under Facility B from time to time in the following minimum amounts (and in incremental amounts if so indicated in parentheses):

US Base Rate Advances

LIBOR Advances

the final Accommodation under Facility B, made on or prior to Substantial Completion, will include Project Costs incurred to the date of such Accommodation and to be incurred within the following 45 days; and

in accordance with Section 2.2(3), Facility B will be amortized on a quarterly basis commencing on the last Business Day of the first full calendar month after Substantial Completion.

Revolving Repayments—Facility A . In the event that the Borrower wishes to make a repayment on account of Facility A in accordance with its revolving nature and with the intention that the amount so repaid may be re-borrowed (and therefore excluding, for greater certainty, repayments required by voluntary reductions of the Facility A Commitments as contemplated by section 2.3), the Borrower shall provide to the Agent Bank the number of days’ notice stipulated in schedule 7 annexed hereto, using the form of notice of repayment set forth in schedule 15 annexed hereto.

Non-Pro Rata Borrowing Options .

BNZ —It is acknowledged that BNZ may only make LIBOR Advances and US Dollar Letters of Credit available hereunder. As a result, in the event that the Borrower has requested a type of Accommodation under Facility A or Facility B other than LIBOR Advances or (in respect of Facility A) US Dollar Letters of Credit, BNZ will have no obligation to be included in the making of such Accommodation and the Agent Bank and the other Facility A Lenders, or (as applicable) Facility B Lenders, will make appropriate arrangements for same to be made by the Facility A Lenders, or (as applicable) Facility B Lenders, other than BNZ in the same manner as if BNZ were not a party hereto; provided that in no event shall the Principal Outstanding in respect of the Accommodations made (i) by a Lender under Facility A exceed such Lender’s Facility A Commitment, or (ii) by a Lender under Facility B exceed such Lender’s Facility B Commitment.

It is acknowledged that:

BNZ may enter into an agreement supplemental hereto with the Borrower whereby the obligation of BNZ to make Accommodations available under Facility A or Facility B shall be wholly or partially satisfied by the availability of Accommodations in New Zealand currency, the nature of and pricing for which shall be comparable (having regard to local market conditions) to the balance of Facility A or, as applicable, Facility B; and

BNZ or an affiliate may enter into an agreement supplemental hereto for the purpose of making US Base Rate Advances.

Agent Advances.

In the event that the Borrower has a requirement for a Cdn Prime Rate Advance or a US Base Rate Advance under Facility A in same day funds in a minimum amount of US $100,000 (or C$100,000, as the case may be) up to US $10 million (or the Equivalent Amount in Canadian Dollars), the Borrower may (subject to satisfaction of applicable terms and conditions hereof) obtain such Advance in multiples of US$100,000 (or C$100,000, as the case may be) (in sections 2.1(5)(c) and (d), and subject to the following paragraph (ii), an “Agent Advance” ) from the Agent Bank alone on a same day basis notwithstanding schedule 7 annexed hereto and otherwise as set forth in this section 2.1(5)(c).

In addition,

any Cdn Dollar or US Dollar debit balance from time to time in the Borrower Account, and

if at any time the Borrower is party to a cash concentration arrangement with the Agent Bank, the amount of any overdraft from time to time in the Cdn Dollar or US Dollar concentration account, as the case may be, of the Borrower established pursuant to such arrangement (which for great certainty may include the Borrower’s Account),

The Borrower shall ensure that the sum of (i) the US Dollar principal amount of the US Base Rate Advances outstanding as Agent Advances, and (ii) the Equivalent Amount in US Dollars of the Canadian Dollar principal amount of the Cdn Prime Rate Advances outstanding as Agent Advances, shall not at any time exceed US$10 million.

On the last Business Day of each week, and on such other occasions as the Agent Bank may see fit, the Agent Bank shall determine the aggregate principal amount of Agent Advances outstanding hereunder.

Each Agent Advance shall be repaid in full, including all accrued and unpaid interest, on the last Business Day of each week.

If an Agent Advance is not repaid in full in accordance with paragraph (v) and the aggregate remaining principal amount is over US$1 million or C$1 million, as the case may be, the Borrower shall be deemed to have delivered to the Agent Bank a Borrowing Notice under Facility A requesting a Cdn Prime Rate Advance in such aggregate principal amount (notwithstanding the minimum amount specified in section 2.1(3)) in Canadian Dollars, or a US Base Rate Advance in such aggregate principal amount (notwithstanding the minimum amount specified in section 2.1(3)) in US Dollars, or both as applicable, and the Agent Bank shall give to each Facility A Lender prompt notice thereof and such Facility A Lender’s rateable portion of such Advance(s) (with a concurrent copy of such notice to the Borrower).

Each Facility A Lender agrees to indemnify the Agent Bank (to the extent not reimbursed by the Borrower), pro rata in accordance with its Commitment, from and against any and all losses and claims of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent Bank in any way relating to or arising out of any Agent Advances; provided that no Facility A Lender shall be liable for any portion of such losses or claims resulting from the Agent Bank’s gross negligence or wilful misconduct.

It is acknowledged that, to the extent that:

BNZ or EDC does not make an Accommodation in the circumstances contemplated by section 2.1(5)(a);

an amendment or supplement contemplated by section 2.1(5)(b) is entered into and Accommodations are made in New Zealand currency;

the Agent Bank makes Agent Advances as contemplated by section 2.1(5)(c); or

the provisions of section 2.11 are applied to an Accommodation;

Accordion Feature—Facility A . Upon written notice to the Agent Bank at any time (other than during the ICR Waiver Period), provided that no Default or Event of Default has occurred and is continuing, the Borrower may at any time request an increase in the aggregate Facility A Commitments, so that the aggregate Facility A Commitments may be up to US$400 million. The Facility A Lenders at the time of such notice shall not be obliged to participate in any increase and the Borrower may pursue and include new lenders to assist in funding the increase in Facility A; provided that the addition of new lenders shall be subject to:

the ability of the new lenders to make funding available in each of the relevant lending jurisdictions;

in the case of any new lender that would be either (i) a Non-Qualifying Lender as defined in section 5.1, or (ii) an affiliate of the Borrower, the consent of the other existing and new Facility A Lenders; and

the execution and delivery by such new lenders of such accession or similar agreements as may be advised by Lenders’ counsel in order that such new lenders shall be bound by the terms and conditions of this agreement.

ICR Waiver Period Election . The Borrower may, on one occasion only when no Default or Event of Default has occurred and is continuing and by giving written notice (an “ICR Waiver Period Election” ) to the Agent Bank in the form of schedule 14 annexed hereto at least 15 Business Days prior to the proposed start of the ICR Waiver Period, elect to invoke the terms of the ICR Waiver Period. An ICR Waiver Period Election shall be effective on the ICR Waiver Period Effective Date, subject to satisfaction of the following conditions precedent:

the stamp duty payments, registrations, filings and recordings referred to in section 6.4(c)(ii) shall have been completed, and (i) the opinion and supporting corporate documentation referred to in section 6.4(c)(iii), and (ii) the certificate referred to in section 6.4(c)(iv) shall have been delivered to the Agent Bank at the times therein set forth;

the Borrower shall have delivered to the Agent Bank such evidence as the Agent Bank shall consider satisfactory, acting reasonably, confirming that the amount available to be secured by the Medicine Hat Security by virtue of section 4.08 of the 1995 US Note Indenture is at least                         

[not used]

as at the ICR Waiver Period Effective Date, neither a Default nor an Event of Default shall have occurred and be continuing;

as at the ICR Waiver Period Effective Date, no Material Adverse Effect (Medicine Hat) shall have occurred and be continuing;

the Borrower shall have delivered to the Agent Bank, together with the ICR Waiver Period Election:

a Compliance Certificate demonstrating compliance (as at the end of the preceding Financial Quarter) with the financial covenants applicable to the Credit Facility during the ICR Waiver Period; and

management’s best estimate of pro forma calculations demonstrating pro forma compliance (as at the date of the ICR Waiver Period Election) with the financial covenants applicable to the Credit Facility during the ICR Waiver Period; and

the Facility B Repayment Date shall have occurred;

ICR Waiver Period Terms . Upon the ICR Waiver Period Effective Date, the following terms and conditions shall apply to the Credit Facility during (and, as otherwise set forth specifically below, after) the ICR Waiver Period:

the figure “57.5%” set forth in section 9.2(c)(i) shall be changed to “50%” on a permanent basis;

the expression “2.0:1” set forth in section 9.2(c)(ii) shall be changed to “1.0:1” during the ICR Waiver Period;

the aggregate Commitments shall be changed to US$270 million on a permanent basis;

the last sentence of section 9.1(1)(h) shall be operative during the ICR Waiver Period;

section 9.2(j) shall be operative during the ICR Waiver Period;

the Medicine Hat Security shall be released at any time after the last day of the Financial Quarter immediately following the last day of the ICR Waiver Period upon the written request of the Borrower to the Agent Bank if:

the Borrower has minimum corporate credit ratings of at least BBB-/Ba1 or BB+/Baa3 by S&P/Moody’s; and

the Borrower shall have delivered to the Agent Bank a Compliance Certificate demonstrating compliance (at the end of the Financial Quarter immediately preceding the proposed date of release of the Medicine Hat Security) with the financial covenants applicable to the Credit Facility as at the end of such preceding Financial Quarter or, as applicable, during the four Financial Quarters then ended), which covenants shall be applied and determined without giving effect to the ICR Waiver Period Election;

section 12.2(2)(viii) shall become effective; and

in the event that at any time prior to the release of the Medicine Hat Security in accordance with the preceding paragraph (f) a Material Adverse Effect (Medicine Hat) has occurred and is continuing, the Borrower and the Agent Bank shall enter into discussions regarding the provision by the Borrower of Acceptable Replacement Security in place of the Medicine Hat Security, and the Borrower shall within 90 days of written request by the Agent Bank (subject to an extension of up to 30 days if required and agreed by the Agent Bank) ensure that such Acceptable Replacement Security shall have been executed and delivered to the Agent Bank, and all registrations, payment of stamp duty, filings or recordings necessary to preserve, protect or perfect the enforceability and priority of the Liens created by such Acceptable Replacement Security shall have been completed.

Amortization—Facility A. The Facility A Lenders’ respective Facility A Commitments shall be reduced to nil, and the Borrower shall repay all Facility A Obligations in full, on the Facility A Maturity Date.

Amortization—Facility B. Subject to section 2.2(3), the Facility B Lenders’ respective Facility B Commitments shall be reduced to nil, and the Borrower shall repay all Facility B Obligations in full, on the Facility B Maturity Date.

Quarterly Amortizations—Facility B . Facility B will be amortized on a quarterly basis commencing on the last Business Day of the first full calendar month after Substantial Completion and thereafter on the last Business Day of each three-month period. Each quarterly amortization payment shall be in the amount of (i) 1.25% of the aggregate Facility B Principal Outstanding at Substantial Completion until four quarterly payments have been made, and (ii) 2.5% thereafter, in each case together with accrued and unpaid interest.

Foreign Exchange Fluctuations. If at any time the Principal Outstanding under Facility A or Facility B shall exceed the aggregate relevant Commitments of the relevant Lenders solely by virtue of a change in the Equivalent Amount in US Dollars of Accommodations made in another currency, the Borrower shall forthwith following demand therefor by the Agent Bank pay to the Agent Bank such amount as is required to reduce such Principal Outstanding to, or below, such aggregate Commitments; provided that, in the event that following repayment of all outstanding Cdn Prime Rate Advances and US Base Rate Advances there remains an excess attributable to the outstanding principal amount under LIBOR Advances or (in the case of Facility A) the Face Amount of outstanding Bankers’ Acceptances or Letters of Credit, such amount shall be paid by the Borrower to the Agent Bank, and shall be held by the Agent Bank and invested as directed by the Borrower in Approved Securities as cash collateral security for the Obligations of the Borrower in respect of such LIBOR Advances, Bankers’ Acceptances or Letters of Credit.

Interest. At the same time as any required or voluntary repayment of principal is made hereunder, the Borrower shall also pay all accrued and unpaid interest on the principal amount being repaid or prepaid, together with any related Increased Costs.

Voluntary Prepayment and Reduction of Commitments—Facility A and B. The Borrower shall have the right at any time, without penalty or bonus, upon at least five Business Days’ notice given by the Borrower to the Agent Bank (which notice, for great certainty, may in the case of the Borrower be given during the ICR Waiver Period), to prepay in whole or in part on a permanent basis the outstanding principal of, and interest on, Facility B or to terminate the whole or reduce in part on a permanent basis the unused portion of the Commitments under Facility A or Facility B ( pro rata among the relevant Lenders on the basis of their respective relevant Commitments prior to such reduction). Each partial reduction shall be in an aggregate minimum amount of US$5 million and multiples thereof.

Mandatory Prepayment and Reduction of Commitments—Facility B. Upon the occurrence of any of events set forth in (a) to (c) below, the Borrower shall be required to apply the Net Proceeds of such event to the mandatory prepayment of Facility B in accordance with the terms of this section 2.3(2), which prepayment shall permanently reduce the availability of Facility B:

a disposition of any assets comprised in the G3 Project; provided that, in the case of a disposition of all or substantially all of the G3 Project, the entirety of Facility B shall become due and payable in full and all Facility B Obligations shall be paid by the Borrower to the Agent Bank, for the account of the Facility B Lenders, within five Business Days of the closing of such Disposition;

the incurrence by the Borrower or any Restricted Subsidiary of any Debt, but excluding:

Debt incurred to refinance Debt under the 1995 Note Indenture;

Debt incurred to finance the equity component of the G3 Project;

Debt incurred to finance Specified Capital Expenditures, investments in methanol projects or acquisitions, including in respect of Purchase Money Obligations entered into in this regard;

Debt incurred to finance cost overruns on the G3 Project;

an incremental basket not exceeding US$200 million at any time; and

draws under the Credit Facility (which shall include, for greater certainty, the exercise of the accordion feature in section 2.1(6)); and

the receipt by the G3 Owner (or an affiliate or agent on its behalf) of any Insurance Proceeds.

Payment Account. The Borrower shall make each payment to be made hereunder (i) in Canadian Dollars, in respect of Bankers’ Acceptances, Cdn Dollar Advances, Cdn Dollar Letters of Credit and interest and fees thereon, and (ii) in US Dollars, in respect of US Dollar Advances, US Dollar Letters of Credit and interest and fees thereon. The Borrower shall make each such payment not later than 1:00 p.m. (Toronto time) on the day when due, in same day funds, by deposit of such funds to the Payment Account.

Business Day. Subject to the next following sentence, whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. If any such extension would cause any payment of interest or fees on an Accommodation to be made in the next following calendar month, such payment shall be made on the last preceding Business Day.

Application. Unless otherwise expressly set forth herein, all amounts received by the Agent Bank on account of the Obligations shall be applied by the Agent Bank as follows:

first, to fulfil the obligations of the Borrower to pay agency fees to the Agent Bank as set forth in section 2.6;

second, to fulfil the Borrower’s obligation to pay accrued and unpaid interest (including interest on overdue interest and other amounts);

third, to fulfil the Borrower’s obligation to pay any fees which are due and owing (including other fees set forth in section 2.6), and any Increased Costs and other unpaid costs, expenses and other amounts payable to the Agent Bank and the Lenders in connection with any of the Credit Facility Documents;

fourth, to fulfil the Borrower’s obligation to pay any amounts due and owing on account of Principal Outstanding (including in respect of the Face Amount of Bankers’ Acceptances and Letters of Credit); and

last, to the Borrower or as any court of competent jurisdiction may otherwise direct.

Pro Rata Basis. All payments of principal, interest and fees herein set forth, unless otherwise expressly stipulated, shall be made for the account of, and distributed to, the Lenders pro rata on the basis of the Obligations respectively owed to them.

Basis. All computations of (i) interest based on the Cdn Prime Rate or the US Base Rate shall be made by the Agent Bank on the basis of a year of 365 days and the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable, and (ii) interest based on LIBOR shall be made by the Agent Bank on the basis of a year of 360 days and the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. All computations of fees shall be made by the Agent Bank on the basis of a year of 365 days and the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Agent Bank of an amount of interest or fees payable by the Borrower hereunder shall be conclusive and binding for all purposes, absent demonstrated error.

Interest Act (Canada). For purposes of disclosure pursuant to the Interest Act (Canada), the yearly rate of interest to which any rate of interest based on LIBOR is equivalent may be determined by multiplying the applicable rate by a fraction, the numerator of which is the number of days to the same calendar date in the next calendar year (or 365 days if the calculation is made as of February 29) and the denominator of which is 360.

allocate an Accommodation pro rata in accordance with sections 3.2, 4.1(2) or 5.4 by reason of the occurrence of circumstances described in sections 2.1(5), 2.9 or 3.5;

allocate a Drawing among the Lenders in accordance with section 4.1(2) such that the aggregate amount of Bankers’ Acceptances required to be accepted hereunder complies with the minimum amounts or increments set forth in section 2.1(3); or

allocate an Issuance among the Lenders such that the Letter of Credit required to be issued by each Lender complies with the reasonable commercial requirements of the Borrower or the Beneficiary (but without limiting the application of the last paragraph of section 5.1);

Commitment.

Facility A. Each Facility A Lender agrees (on a several basis with the other Facility A Lenders, up to the amount of such Lender’s Facility A Commitment), on the terms and conditions herein set forth, from time to time to make Advances prior to termination of Facility A as follows:

Facility B. Each Facility B Lender agrees (on a several basis with the other Facility B Lenders, up to the amount of such Lender’s Facility B Commitment), on the terms and conditions herein set forth, from time to time to make Advances prior to termination of Facility B as follows:

Amounts—Facility A. Each Advance under Facility A shall be in an aggregate principal amount not less than the requisite amount (or multiple thereof) set forth in section 2.1(3).

Amounts—Facility B. Each Advance under Facility B shall be in an aggregate principal amount not less than US$2 million (and, as applicable, not less than the requisite amount (or multiple thereof) set forth in section 2.1(3)).

Notice. Each Borrowing shall be made on the number of days prior notice specified in schedule 7 annexed hereto in relation to the type of Advance requested, given in each case not later than 10:00 a.m. (Vancouver time) by the Borrower to the Agent Bank, which shall give to each relevant Lender prompt notice thereof and such Lender’s rateable portion of such Advance. Each such notice of a Borrowing (a “Borrowing Notice” ) shall be given in substantially the form of schedule 2 annexed hereto, or such other form as the Agent Bank may from to time specify, or (in the case of Facility A only) by telephone (confirmed promptly in writing) containing the same information as would be contained in a Borrowing Notice.

Lender Funding. Each Lender shall, before 10:00 a.m. (Vancouver time) on the date of the requested Borrowing, deposit to the Payment Account in same day funds such Lender’s rateable portion of such Borrowing in (i) Canadian Dollars, in the case of a Canadian Dollar Advance, and (ii) US Dollars, in the case of a US Dollar Advance. Promptly upon receipt by the Agent Bank of such funds and upon fulfilment of the applicable conditions set forth in article 6, the Agent Bank will make such funds available to the Borrower by debiting such account (or causing such account to be debited), and by crediting the Borrower’s Account (or causing such account to be credited) with like funds in the aggregate amount of such funds.

Notice Irrevocable. Each Borrowing Notice shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Facility A (or, as the case may be, Facility B) Lender against any loss or expense incurred by such Lender as a result of any failure by the Borrower to fulfil or honour, before the date specified for any Borrowing, the applicable conditions set forth in article 6, if the Borrowing as a result of such failure is not made on such date.

Failure by Lender to Fund. Unless the Agent Bank shall have received notice from a Facility A (or, as the case may be, Facility B) Lender prior to the date of any Borrowing that such Lender will not make available to the Agent Bank such Lender’s rateable portion of such Borrowing, the Agent Bank may assume that such Lender has made such portion available to the Agent Bank on the date of such Borrowing in accordance with section 3.2(2) and the Agent Bank may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made its rateable portion available to the Agent Bank, such Lender shall pay such corresponding amount to the Agent Bank forthwith on demand. If such Lender shall pay such corresponding amount to the Agent Bank, the amount so paid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this agreement. The Agent Bank shall also be entitled to recover from such Lender interest on such corresponding amount, for each day from the date such amount was made available to the Borrower until the date such amount is repaid to the Agent Bank, at a rate per annum equal to (i) in the case of a Canadian Dollar Advance, the Cdn Prime Rate in effect from time to time, or (ii) in the case of a US Dollar Advance, the US Base Rate in effect from time to time, in each case plus the Applicable Margin. If such Lender shall not pay such corresponding amount to the Agent Bank forthwith on demand, the Borrower shall pay such corresponding amount (together with accrued and unpaid interest at the rate herein set forth for such type of Advance) to the Agent Bank within two Business Days of demand being made upon it; provided that, if such Lender is an affiliate of another Lender that has made its necessary payment hereunder, the Borrower and such other Lender shall first consult in good faith as to whether such failure may be alleviated through another funding source satisfactory to the Borrower and such other Lender.

Ibid. The Agent Bank shall notify the Borrower of the failure of any Lender to make an Advance if (i) such failure has not been remedied within seven days, or (ii) the Agent Bank reasonably believes that such failure was caused by any reason other than a technical failure or as a result of a defect in the arrangements hereunder for funding Advances. The Agent Bank shall not be liable to either Borrower or any Lender in respect of notice given or not given pursuant to this section 3.2(5). In the event of the continuing failure by any Lender (in this section 3.2(5), the “defaulting Lender” ) to make an Advance, the Borrower and the Agent Bank shall use their reasonable best efforts to arrange for one or more other persons reasonably satisfactory to the Borrower and the other Facility A (or, as the case may be, Facility B) Lenders to assume all or a portion of the relevant Commitments and the outstanding Accommodations of the defaulting Lender. The assuming Lender shall execute all such documents as may be reasonably required by the Agent Bank and the Borrower to effect such assumption.

Reliance. The Agent Bank may (in the case of Facility A only) act upon the basis of telephonic notice believed by it in good faith to be from the Borrower prior to receipt of a Borrowing Notice. In the event of conflict between the Agent Bank’s record of the applicable terms of any Borrowing and such Borrowing Notice, the Agent Bank’s record shall prevail, absent demonstrated error.

General. Each Advance shall initially be the type of Advance specified in the applicable Borrowing Notice and shall bear interest at the rate applicable to such type of Advance, until (i) in the case of a LIBOR Advance, the end of the initial Interest Period applicable thereto as specified in the applicable Borrowing Notice, or (ii) in the case of a Cdn Prime Rate Advance or a US Base Rate Advance, the date on which such type of Advance is repaid in full or such Advance is changed to another type of Advance pursuant to this section 3.3.

Interest Rate Elections. Subject to availability, the Borrower may from time to time elect to change the type of Advance or (in the case of a LIBOR Advance) continue the same as a LIBOR Advance for an additional Interest Period, by giving an Interest Rate Election as follows:

if such Advance is a LIBOR Advance, the Borrower may elect to (i) change such LIBOR Advance to a US Base Rate Advance, or (ii) continue such LIBOR Advance for an additional Interest Period, in each case beginning on the last day of the then current Interest Period applicable to such LIBOR Advance; and

if such Advance is a US Base Rate Advance, the Borrower may elect to change such US Base Rate Advance as of any Business Day to a LIBOR Advance.

Notice. Each such election shall be made on notice given the number of days prior to the effective date of such change or continuation as is specified in schedule 7 annexed hereto in relation to the type of Advance into which such Advance is to be changed or the type of Advance which is to be continued, given in each case not later than 10:00 a.m. (Vancouver time) by the Borrower to the Agent Bank. Each such notice (an “Interest Rate Election” ) shall be given substantially in the form of schedule 4 annexed hereto (or such other form as the Agent Bank may from time to time specify), or by telephone (promptly confirmed in writing) containing the same information as would be contained in an Interest Rate Election. The Agent Bank may act upon the basis of a telephone notice believed by it in good faith to be from the Borrower prior to receipt of an Interest Rate Election. In the event of a conflict between the Agent Bank’s record of the applicable terms of any change or continuation of an Advance and such Interest Rate Election, the Agent Bank’s record shall prevail, absent demonstrated error.

Ibid. Each Interest Rate Election shall specify, with respect to the outstanding Advances to which such Interest Rate Election applies (i) if the type of such Advance is to be changed, the new type of Advance selected, the date on which such change is to be made and, if the new type of Advance selected is a LIBOR Advance, the duration of the initial Interest Period applicable thereto, or (ii) if such Advance is a LIBOR Advance which is to continue to bear the same type of interest for an additional Interest Period, the duration of the additional Interest Period and the date on which such Interest Period is to begin. Each Interest Period specified in an Interest Rate Election shall comply with the provisions of the definition of Interest Period, as set forth in section 1.1.

Notice Irrevocable. Each Interest Rate Election shall be irrevocable and binding upon the Borrower. If the Borrower fails to give to the Agent Bank in respect of all or any part of a LIBOR Advance (as permitted hereunder) (i) an Interest Rate Election in the manner required by section 3.3(2)(a), or (ii) a notice of repayment in the manner required by section 2.1(4), then such LIBOR Advance, or part thereof, shall continue as a LIBOR Advance for a further Interest Period of one month.

Cdn Prime Rate Advances. If and so long as such Advance is a Cdn Prime Rate Advance, at a rate per annum equal at all times to the sum of the Cdn Prime Rate in effect from time to time plus the Applicable Margin, calculated daily and payable in Cdn Dollars in arrears (i) monthly on the last Business Day of each month, and (ii) when such Cdn Prime Rate Advance becomes due and payable in full.

US Base Rate Advances. If and so long as such Advance is a US Base Rate Advance, at a rate per annum equal at all times to the sum of the US Base Rate in effect from time to time plus the Applicable Margin, calculated daily and payable in US Dollars in arrears (i) monthly on the last Business Day of each month, and (ii) when such US Base Rate Advance becomes due and payable in full.

LIBOR Advances. If and so long as such Advance is a LIBOR Advance, at a rate per annum equal at all times during each Interest Period for such LIBOR Advance to the sum of LIBOR for such Interest Period plus the Applicable Margin, calculated daily and payable in US Dollars (i) at the end of such Interest Period except where such Interest Period exceeds three months in duration, in which case such interest shall be calculated and payable on the dates falling every three months following the commencement of the Interest Period) and, finally, at the end of such Interest Period, and (ii) when such LIBOR Advance becomes due and payable in full.

Market Disruption—LIBOR . If the Majority Lenders under a Facility under which a proposed LIBOR Advance is requested determine that, for any reason:

adequate and reasonable means do not exist for determining LIBOR for any requested Interest Period with respect to such proposed LIBOR Advance; or

LIBOR for any requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such proposed LIBOR Advance,

Discontinuation of LIBOR .

If at any time the Agent Bank determines (which determination shall be conclusive, absent manifest error), or the Borrower notifies the Agent Bank that it has determined, that:

the circumstances described in section 3.5(1) have arisen and such circumstances are unlikely to be temporary, or that the circumstances described in section 3.5(1) have not arisen, but either (x) the applicable supervisor or administrator of LIBOR, or (y) a Governmental Authority having jurisdiction over the Agent Bank, has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Discontinuation Date” ); or

a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market,

Upon an agreement being reached between the Agent Bank and the Borrower pursuant to clause (a) above, the Agent Bank and the Borrower shall enter into an amendment to this agreement that gives effect to the replacement reference rate of interest, adjustments to the Applicable Margin and such other related amendments as may be appropriate in the discretion of the Agent Bank and the Borrower (each acting reasonably) for the implementation and administration of U.S. Dollar loans under the relevant Facility bearing interest calculated with reference to the replacement index. Notwithstanding anything to the contrary in this agreement (including section 12.2(2)) or any other Credit Facility Document, such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after a copy of the amendment is provided to the relevant Lenders and without any further action or consent of any other party to this agreement, unless the Agent Bank receives, on or before such date and time, a written notice from Lenders constituting the relevant Majority Lenders stating that such Lenders object to such amendment.

Selection of the replacement index, adjustments to the Applicable Margin, and all other related amendments to this agreement contemplated by section 3.5(2)(b) shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated syndicated US Dollar loans made in Canada at such time, and (ii) transitioning existing loans from LIBOR-based interest rates to loans bearing interest calculated with reference to the new reference rate.

Until an amendment reflecting the transition to a new reference rate becomes effective as contemplated by this section 3.5(2), each Advance, conversion or rollover of a LIBOR Advance under the relevant Facility shall continue to bear interest calculated with reference to LIBOR; provided that, if the Agent Bank determines (which determination shall be conclusive, absent manifest error) that a LIBOR Discontinuation Date has occurred, then on the last day of the Interest Period during which the LIBOR Discontinuation Date occurred all LIBOR Advances shall automatically be converted to US Base Rate Advances until such time as an amending agreement adopting a new reference rate of interest becomes effective as contemplated by this section 3.5(2).

For greater certainty, the procedures contemplated by this section 3.5 may be initiated with respect to both Facilities at the same time, and in such event the relevant Majority Lenders for both Facilities may determine that such procedures take place as one, and thereafter any requisite direction, instruction or approval in respect of all negotiations, determinations, amendments and other matters under such procedures shall be given by the Majority Lenders.

Notwithstanding any other provision of this agreement, if at any time the alternate reference rate agreed upon to replace LIBOR shall be less than zero, it shall be deemed to be zero for the purposes of this agreement.

Commitment. Each Facility A Lender agrees (on a several basis with the other Facility A Lenders, up to the amount of such Lender’s Facility A Commitment), on the terms and subject to the conditions herein set forth, either (i) to create Bankers’ Acceptances or, in the case where it has granted a participation in all or any part of its interest in Facility A to a Participant, to arrange for the creation of Bankers’ Acceptances by such Participant, or (ii) if such Facility A Lender is a Non-Acceptance Lender, to make BA Equivalent Advances in accordance with section 4.1(3).

Amounts. Each Drawing shall be in an aggregate Face Amount not less than the requisite amount (or multiple thereof) set forth in section 2.1(3) and shall consist of the creation of Bankers’ Acceptances and the making of BA Equivalent Advances on the same day, effected or arranged by the relevant Facility A Lenders in accordance with section 4.4, rateably according to their respective Facility A Commitments (subject to section 2.1(5) and section 2.11).

B.A. Equivalent Advances. A Non-Acceptance Lender shall, in lieu of accepting and purchasing Bankers’ Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which that Non-Acceptance Lender would otherwise be required to accept and purchase as part of such Drawing. To determine the amount of those Discount Proceeds, the hypothetical sale shall be deemed to take place at the Non-Acceptance Discount Rate for that BA Equivalent Advance. Any BA Equivalent Advance shall be made on the relevant Drawing, and shall remain outstanding for the term of the relevant Bankers’ Acceptances. Concurrently with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the drawing fee which that Facility A Lender would otherwise be entitled to receive pursuant to section 4.6 as part of that BA Equivalent Loan if that BA Equivalent Advance was a Bankers’ Acceptance, based on the amount of principal and interest payable on the maturity date of that BA Equivalent Advance. On the maturity date for the Bankers’ Acceptances required by the Borrower, the Borrower shall pay to each Non-Acceptance Lender the amount of such Facility A Lender’s BA Equivalent Advance plus interest on the principal amount of that BA Equivalent Advance calculated at the applicable Non-Acceptance Discount Rate from the date of acceptance to but excluding the maturity date of that BA Equivalent Advance.

Notice. Each Drawing shall be made on the number of days prior written notice specified in schedule 7 annexed hereto in relation to Bankers’ Acceptances, given not later than 10:00 a.m. (Vancouver time) by the Borrower to the Agent Bank, which shall give each Facility A Lender prompt notice thereof and of such Facility A Lender’s rateable portion of Bankers’ Acceptances to be created and/or BA Equivalent Advances to be made under the Drawing. Each such notice of a Drawing (a “Drawing Notice” ) shall be given in substantially the form of schedule 3 annexed hereto or by telephone (confirmed promptly in writing) containing the same information as would be contained in a Drawing Notice.

Maturity. A Borrower shall not request in a Drawing Notice a term for drafts which would end on a date subsequent to the Facility A Maturity Date.

Notice Irrevocable. Each Drawing Notice shall be irrevocable and binding on the Borrower. The Borrower shall indemnify the Facility A Lenders against any loss or expense incurred by such Facility A Lenders as a result of any failure by the Borrower to fulfil or honour, before the date specified for any Drawing, the applicable conditions set forth in article 6, if the Drawing as a result of such failure is not made on such date.

Reliance. The Agent Bank may act upon the basis of telephonic notice believed by it in good faith to be from the Borrower prior to receipt of a Drawing Notice. In the event of a conflict between the Agent Bank’s record of the applicable terms of any Drawing and such Drawing Notice, the Agent Bank’s record shall prevail, absent demonstrated error.

Form. Each Bankers’ Acceptance shall (i) be in a Face Amount conforming to section 4.1(2), (ii) be dated the date of the Drawing, (iii) mature and be payable by the Borrower (in common with all other Bankers’ Acceptances created in connection with such Drawing) on a Business Day which occurs one, two, three or six months after the date thereof, subject to availability, and (iv) be in a form satisfactory to the relevant Facility A Lender (or the relevant Participant).

Applicability of DBNA. It is the intention of the parties that (except for individual Facility A Lenders not capable thereof) all Bankers’ Acceptances accepted by the Facility A Lenders under this agreement shall be issued in the form of a “depository bill” (as that term is defined in the Depository Bills and Notes Act (Canada) (the “DBNA” )), be deposited with The Canadian Depository for Securities Limited and be made payable to “CDS & Co.” The Agent Bank and the Facility A Lenders shall effect the following practices and procedures and, subject to the approval of the Majority Facility A Lenders, establish and notify the Borrower and the Facility A Lenders of any additional procedures, consistent with the terms of this agreement and the requirements of the DBNA, as are reasonably necessary to accomplish this intention:

each Bankers’ Acceptance accepted and purchased by a Facility A Lender hereunder shall have marked prominently and legibly on its face and within its text, at or before time of issue, the words “This is a depository bill subject to the Depository Bills and Notes Act”;

any reference to authentication of that Bankers’ Acceptance will be removed; and

that Bankers’ Acceptance shall not be marked with any words prohibiting negotiation, transfer or assignment of it or of an interest in it.

Grace. The Borrower hereby waives presentment for payment and any other defence to payment of any amounts due in respect of a Bankers’ Acceptance, and hereby renounces, and shall not claim, any days of grace for the payment of the Bankers’ Acceptance.

Completion of Bankers’ Acceptance. Upon receipt of the advice pursuant to section 4.2(1), each relevant Facility A Lender, other than a Non-Acceptance Lender, is thereupon authorized to execute Bankers’ Acceptances as the duly authorized attorney of the Borrower pursuant to a Power of Attorney, in accordance with the particulars so advised by the Agent Bank.

BA Proceeds. In the case of a Drawing, each relevant Facility A Lender shall, for same day value on the Drawing Date specified by the Borrower in the applicable Drawing Notice, credit the Payment Account for the account of the Borrower with the applicable Discount Proceeds (less the drawing fees payable to that Facility A Lender pursuant to section 4.6) of the Bankers’ Acceptances purchased or the BA Equivalent Advance made by that Facility A Lender.

Sale. The relevant Facility A Lender may from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers’ Acceptances accepted and purchased by it.

Notice. Each Issuance shall be made on the number of days prior written notice specified in schedule 7 annexed hereto in relation to Letters of Credit, given substantially in the form of schedule 5 annexed hereto (an “Issue Notice” ) not later than 10:00 a.m. (Vancouver time) by the Borrower to the Agent Bank. The Issue Notice shall specify (i) the requested Issue Date; (ii) the Face Amount of the Letter of Credit; (iii) the expiration date of the Letter of Credit; and (iv) the name and address of the Beneficiary. Promptly upon receipt of an Issue Notice, the Agent Bank shall notify each Facility A Lender thereof, which notice from the Agent Bank shall also specify each Facility A Lender’s rateable amount of such Letter of Credit and shall attach the Borrower’s completed application for such Letter of Credit.

Maturity. The Borrower shall not request in an Issue Notice a maturity date for a Letter of Credit which would be subsequent to the Facility A Maturity Date.

Notice Irrevocable. Each Issue Notice shall be irrevocable and binding on the Borrower. The Borrower shall indemnify the Agent Bank and the Facility A Lenders against any loss or expense incurred by the Agent Bank or the Facility A Lenders as a result of any failure by the Borrower to fulfil or honour before the date specified for any Issuance the applicable conditions set forth in article 6, if the Issuance as a result of such failure is not made on such date .

Agent Bank to Execute As Attorney. Each Letter of Credit shall be executed and delivered by the Agent Bank in the name of and on behalf of, and as attorney-in-fact for each Facility A Lender. The Agent Bank shall act under each Letter of Credit as the agent of each Facility A Lender to: (i) receive drafts, other demands for payment and other documents presented by the Beneficiary thereunder (and the Agent Bank shall forward a copy of such documents to the Borrower promptly upon receipt thereof); (ii) determine whether such drafts, demands and documents are in compliance with the terms and conditions of such Letter of Credit; and (iii) notify such Facility A Lender and the Borrower that a valid drawing has been made and the date that the related payment by a Facility A Lender thereunder is to be made; provided that the Agent Bank shall have no obligation or liability for any such payment under any Letter of Credit, and each Letter of Credit shall expressly so provide. Each Facility A Lender hereby irrevocably appoints and designates the Agent Bank as its attorney-in-fact, acting through any duly authorized officer of the Agent Bank, to execute and deliver in the name and on behalf of such Facility A Lender at any time prior to the Facility A Maturity Date in respect of such Facility A Lender each Letter of Credit to be issued by such Facility A Lender hereunder. Promptly upon the request of the Agent Bank, each Facility A Lender will furnish to the Agent Bank such powers of attorney or other evidence as any beneficiary thereunder may reasonably request in order to demonstrate that the Agent Bank has the power to act as attorney-in-fact for such Facility A Lender to execute and deliver such Letter of Credit. The Borrower and the Facility A Lenders agree that each Letter of Credit shall provide that all drafts and other documents presented thereunder shall be delivered to the Agent Bank and that all payments thereunder shall be made by the Facility A Lenders obligated thereon through the Agent Bank. Each Facility A Lender shall be severally liable under each Letter of Credit in proportion to its rateable share of the aggregate Commitments on the Issue Date of such Letter of Credit, and each Letter of Credit shall specify each Facility A Lender’s rateable share of the amount payable thereunder.

Records. The Agent Bank shall maintain records showing the undrawn and unexpired amount of Letters of Credit outstanding hereunder and each Facility A Lender’s share of such amount and showing for each Letter of Credit issued hereunder: (i) the Issuance Date and expiration date thereof; (ii) the amount thereof; (iii) the date and amount of all payments made thereunder; and (iv) each Facility A Lender’s share of the amount of each Letter of Credit issued hereunder. The Agent Bank shall make copies of such records available to the Borrower or any Facility A Lender upon request. In the event of a conflict between the Agent Bank’s record of the applicable terms of any Issuance and an Issue Notice, the Agent Bank’s record shall prevail, absent demonstrated error.

Time for Honour. No Letter of Credit shall require payment against a conforming draft to be made thereunder on the same Business Day upon which such draft is presented, if such presentation is made after 11:00 a.m. (local time) on such Business Day.

Issue. Not later than 1:00 p.m. (Toronto time) on an applicable Issue Date, the Agent Bank, as attorney-in-fact for the Facility A Lenders, will complete and issue or arrange to have completed and issued the relevant Letter of Credit: (i) dated the Issue Date; (ii) in favour of the Beneficiary; (iii) in a Face Amount; and (iv) with the expiration date; all as specified by the Borrower in its Issue Notice. Upon issuance of a Letter of Credit, the Agent Bank shall give prompt notice thereof to the Borrower and each Facility A Lender.

Review. The Borrower and each Facility A Lender hereby authorize the Agent Bank to review on behalf of each Facility A Lender each draft and other document presented under each Letter of Credit. The determination of the Agent Bank as to the conformity of any documents presented under a Letter of Credit to the requirements of such Letter of Credit shall, in the absence of the Agent Bank’s gross negligence or wilful misconduct, be conclusive and binding on the Borrower and each Facility A Lender. The Agent Bank shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Letter of Credit. The Agent Bank shall promptly after such examination: (i) notify each of the Facility A Lenders obligated under such Letter of Credit and the Borrower by telephone (confirmed in writing) of such demand for payment and of each Facility A Lender’s rateable share of such payment; (ii) promptly deliver to each such Facility A Lender and the Borrower a copy of each document purporting to represent a demand for payment under such Letter of Credit; and (iii) notify each Facility A Lender and the Borrower whether said demand for payment was properly made under the relevant Letter of Credit. The responsibility of the Agent Bank and the Facility A Lenders in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with the requirements of such Letter of Credit.

Payment. With respect to any drawing determined by the Agent Bank to have been properly made under a Letter of Credit, each Facility A Lender will make its rateable share of the applicable payment in respect of such Letter of Credit in accordance with its liability under such Letter of Credit and this agreement, such payment to be made to the Agent Bank in the Payment Account. The Agent Bank will make any payments made available to it by the Facility A Lenders to the Beneficiary of such Letter of Credit by promptly crediting the amounts so received, in like funds, to the account identified by such Beneficiary in connection with such demand for payment. Promptly following any payment by any Facility A Lender in respect of any Letter of Credit, the Agent Bank will notify the Borrower of such payment; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligations to reimburse the Facility A Lenders with respect to any such payment.

Reimbursement. The Borrower agrees to reimburse each Facility A Lender for each payment made by such Facility A Lender under any Letter of Credit. The Borrower shall make such reimbursement by paying to the Agent Bank, for the account of such Facility A Lender, the full amount of each payment made by such Facility A Lender. The Borrower shall also pay and reimburse each Facility A Lender for all taxes, fees, charges and other costs and expenses incurred by such Facility A Lender in connection with such payment, as notified by such Facility A Lender to the Borrower through the Agent Bank. Each reimbursement payment shall be due and payable on the date on which the Agent Bank notifies the Borrower of the amount of such reimbursement obligation.

Agent Bank Not Required to Pay. The Agent Bank shall not be required to make any payment under a Letter of Credit in excess of the amount received by it from the Facility A Lenders for such payment. Promptly after making a payment under a Letter of Credit on behalf of the Facility A Lenders liable thereunder, the Agent Bank shall remit to each Facility A Lender that remitted funds to the Agent Bank in respect of such payment such Facility A Lender’s share of the payments received by the Agent Bank from the Borrower in respect of such payment.

Advance. Unless the Borrower notifies the Agent Bank prior to 10:00 a.m. (Vancouver time) on the Business Day immediately prior to the date of such drawing that the Borrower intends to reimburse the Agent Bank for the amount of such drawing with funds other than the proceeds of Advances, (i) the Borrower shall be deemed to have given a Borrowing Notice to the Agent Bank requesting the Facility A Lenders to make, in the case of a drawing payable in a currency other than Cdn Dollars, a US Base Rate Advance or, in the case of a drawing payable in Cdn Dollars, a Cdn Prime Rate Advance on the date on which such drawing is honoured in an amount equal to the amount of such drawing (or, in the case of a drawing in a currency other than Cdn Dollars or US Dollars, the Equivalent Amount of such drawing), and (ii) the Facility A Lenders shall, on the date of such drawing, make such Advance in accordance with article 3 and the Borrower shall apply the proceeds thereof to the reimbursement of the issuing Facility A Lenders for the amount of such drawing.

Issue Fee. The Borrower shall pay to the Agent Bank (for the account of the Facility A Lenders, pro rata on the basis of the respective Face Amounts of the Letters of Credit issued on their behalf by the Agent Bank) an issue fee in US Dollars. Such issue fee shall be payable by the Borrower quarterly in arrears, on the last Business Day of each quarter following the issuance of each Letter of Credit, during the term of the Letter of Credit, and shall be calculated on the Face Amount of such Letter of Credit on the basis of the number of days in such three-month period (including the first day but excluding the last day) at a rate per annum equal to the applicable percentage set forth in the definition of Applicable Margin.

Administration Fee. The Borrower shall pay to the Agent Bank, upon the issuance, amendment or transfer of each Letter of Credit, the Agent Bank’s standard documentary and administrative charges for issuing, amending or transferring Letters of Credit of a similar amount, term and risk.

any lack of validity or enforceability of a Letter of Credit;

the existence of any claim, set off, defence or other right which the Borrower may have at any time against a Beneficiary, the Agent Bank, a Facility A Lender or any other person, whether in connection with the Credit Facility Documents and the transactions contemplated therein or any other transaction (including any underlying transaction between the Borrower and the Beneficiary);

any certificate or other document presented with a Letter of Credit proving to be forged, fraudulent or invalid or any statement in it being untrue or inaccurate;

the existence of any act or omission or any misuse of, a Letter of Credit or misapplication of proceeds by the Beneficiary, including any fraud in any certificate or other document presented with a Letter of Credit;

payment by the Agent Bank or a Facility A Lender under the Letter of Credit against presentation of a certificate or other document which does not comply with the terms of the Letter of Credit (provided that such payment does not constitute gross negligence or wilful misconduct, in the case of a standby letter of credit or letter of guarantee, or breach of the standards of reasonable care specified in the Uniform Customs, in the case of a commercial letter of credit); or

the existence of a Default or Event of Default.

Indemnity. In addition to amounts payable as elsewhere provided in this article 5, the Borrower hereby agrees to protect, indemnify, pay and save the Agent Bank and each Facility A Lender and its directors, officers, employees, agents and representatives harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including legal fees and expense) which the indemnitee may incur or be subject to as a consequence, direct or indirect, of:

the issuance of any Letter of Credit, other than as a result of the gross negligence or wilful misconduct of the indemnitee, in the case of a standby letter of credit or letter of guarantee, or breach of the standards of reasonable care specified in the Uniform Customs, in the case of a commercial letter of credit); or

the failure of the indemnitee to honour a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions called in this section 5.8, “Government Acts” ).

Risk. As between the Borrower, and the Agent Bank and the Facility A Lenders, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by the Agent Bank on behalf of the Facility A Lenders by, the respective Beneficiaries of such Letters of Credit and, without limitation of the foregoing, neither the Agent Bank nor any Facility A Lender shall be responsible for:

errors, omissions, interruptions or delays in transmission or delivery of any messages by mail, telecopy or otherwise;

errors in interpretation of technical terms;

any loss or delay in the transmission of any document required in order to make a drawing; and

any consequences arising from causes beyond the control of the Agent Bank or the applicable Facility A Lender, including any Government Act.

Survival . The obligations of the Borrower under this section 5.8 shall survive the payment and performance of the Obligations.

the date on which any final and non-appealable order, judgment or other such determination has been rendered or issued either terminating the applicable Judicial Order or permanently enjoining the issuing Facility A Lenders from paying under such Letter of Credit; and

the earlier of (i) the date on which either (y) the original counterpart of the Letter of Credit is delivered to the Agent Bank for cancellation or (z) the issuing Facility A Lenders are released by the Beneficiary from any further obligations in respect thereof, and (ii) the expiry (to the extent permitted by any applicable Law) of such Letter of Credit;

Documents . The Credit Facility Documents (other than each Facility A Lender’s form of application, undertaking, indemnity and agreement in respect of Letters of Credit and Bankers’ Acceptances yet to be issued or entered into) shall have been executed and delivered to the Agent Bank; the Agent Bank acknowledges that the Medicine Hat Security has been executed and delivered to the Agent Bank to be held by the Agent Bank in escrow in accordance with the provisions of section 6.4.

Constitutional Documents . The Agent Bank shall have received certified copies of the constitutional documents of each Borrower Party.

Resolutions . The Agent Bank shall have received certified copies of resolutions of the boards of directors of each Borrower Party authorizing the execution, delivery and performance of the Credit Facility Documents to which it is a party (and for the purposes of this section 6.1(c), “Credit Facility Documents” shall include the Medicine Hat Security).

Incumbency . The Agent Bank shall have received a certificate of a director, the secretary or an assistant secretary of each Borrower Party certifying the names and the true signatures of the officers of such Borrower Party authorized to sign the Credit Facility Documents to which it is a party (and for the purposes of this section 6.1(d), “Credit Facility Documents” shall include the Medicine Hat Security).

Good Standing . The Agent Bank shall have received (where available under relevant corporate legislation) a certificate of good standing or like certificate issued by appropriate government officials of the jurisdiction of formation of each Borrower Party and of each jurisdiction set out opposite its name in part two of schedule 8 annexed hereto.

Approval . All necessary Permits and approvals of third parties in connection with the execution and delivery of the Credit Facility Documents shall have been received, where the failure to obtain same would have a Material Adverse Effect.

Representations and Warranties . All of the representations and warranties contained herein or in any other Credit Facility Document shall be true and correct in all material respects on and as of the Closing Date as though made on and as of such date and the Agent Bank shall have received a certificate of appropriate officers of the Borrower so certifying to the Lenders.

No Default . No Default or Event of Default shall have occurred and be continuing, and the Agent Bank shall have received a certificate of appropriate officers of the Borrower so certifying to the Lenders.

Financial Statements . The Agent Bank shall have received the most recent unaudited quarterly financial statements of the Borrower.

Forecast . The Agent Bank shall have received a five-year financial forecast of the Borrower (including income statement, balance sheet and cash-flow statement).

Compliance Certificate . The Borrower shall have provided to the Lenders a Compliance Certificate confirming compliance with the provisions to which reference is made therein.

Fees . The Agent Bank and the Lenders shall have received payment of all fees and all reimbursable expenses then due.

Insurance . The Borrower shall have obtained the insurance coverage contemplated by section 9.1(1)(d) and provided to the Agent Bank evidence thereof (including, if requested, insurance certificates issued by its brokers) satisfactory to the Lenders.

Opinions . The Agent Bank shall have received favourable opinions of counsel to the Borrower and counsel to the Lenders, in form and substance satisfactory to the Lenders, acting reasonably.

Other . The Lenders shall have received such supporting and other certificates and documentation as the Lenders may reasonably request,

G3 Project Forecast . The Agent Bank shall have received a five year financial forecast of the G3 Project.

Licensor Report . The Agent Bank shall have received the report of the licensor,                                  , confirming the viability of the project technology at the proposed scale of approximately 5,000 tonnes per day.

Material Contracts . The Facility B Lenders shall have reviewed all Material Contracts in place relating to the construction and operation of the G3 Project, such review to be undertaken on a fatal flaw basis and otherwise to satisfy Facility B Lenders that the Material Contracts are in all material respects consistent with the proposed design, construction, operation and maintenance of the G3 Project and other information provided to the Facility B Lenders and their counsel.

Environmental Report . The Agent Bank shall have received a report equivalent to a phase one environmental report prepared by an accredited environmental consultant addressing any material issues relative to the G3 Lands.

Equator Principles . The Agent Bank shall have received an Equator Principles report prepared by an independent consultant satisfactory to the Agent Bank and shall have conducted such other due diligence and assessment matters as shall be required to comply with the Equator Principles (as embodied in the Facility B Lenders’ respective internal policies and guidelines for such matters).

Both Facility A and Facility B —The obligation of the Lenders to make any Accommodation under the Credit Facility after the Closing Date shall be subject to the satisfaction of the following conditions precedent:

Representations and Warranties . All of the representations and warranties contained herein or in any other Credit Facility Document (other than those made only as of a specified date) shall be true and correct in all material respects on and as of the date of such Accommodation as though made on and as of such date and, if requested by the Agent Bank, the Agent Bank shall have received a certificate of appropriate officers of the Borrower so certifying to the Lenders.

No Default . No Default or Event of Default shall have occurred and be continuing, and, if requested by the Agent Bank, the Agent Bank shall have received a certificate of appropriate officers of the Borrower so certifying to the Lenders.

Facility B —In addition to the conditions precedent heretofore set forth in section 6.2(1), the obligation of the Facility B Lenders to make any Accommodation under Facility B after the Closing Date shall be subject to the satisfaction of the following conditions precedent:

the Agent Bank shall have received a construction budget for the G3 Project with a scope reasonably satisfactory to the Facility B Lenders, indicating costs and target completion dates;

the most recent Monthly Project Progress Report shall confirm that all Material Contracts and Core Permits shall be in place except where (having regard to the progress of construction) the failure to obtain same at such time could not reasonably be expected to have a Material Adverse Effect, and it is reasonable to expect that all such Material Contracts and Core Permits not yet in place will be obtained in the normal course;

the Agent Bank shall have received, if so requested by the Facility B Lenders, a current sub-search to title to the G3 Lands; and

the Agent Bank shall have received evidence of compliance with applicable Louisiana builders’ lien laws; provided that the Borrower’s certification as to such compliance shall be sufficient.

In this section 6.4, “Escrow Documents” means the documents comprising the Medicine Hat Security.

The Agent Bank holds the Escrow Documents in escrow pending their release in accordance with this section 6.4.

Upon the earliest to occur of the events set forth below, the Escrow Documents shall be dealt with as set forth below:

upon receipt of an ICR Waiver Period Election, the Medicine Hat Security will be released from escrow (and, if not then held by the Agent Bank, delivered to the Agent Bank) and a then-current date will be inserted in each undated document comprising Medicine Hat Security by the Agent Bank, and;

all stamp duty payments, registrations, filings or recordings necessary to preserve, protect or perfect the enforceability and priority of the Liens created by the Medicine Hat Security will then be completed; and

the Borrower will deliver to the Agent Bank (1) an opinion relating to registration, filing and recording of the Medicine Hat Security in the Province of Alberta in form and substance satisfactory to the Agent Bank, acting reasonably, and (2) supporting corporate documentation, in each case with such changes or otherwise in such form as the Agent Bank shall reasonably agree; and

the Borrower will deliver to the Agent Bank a certificate dated the ICR Waiver Period Effective Date and in substantially the form annexed as schedule 17 hereto, with such changes as the Agent Bank shall reasonably agree;

unless previously released from escrow in accordance with an ICR Waiver Period Election, the Escrow Documents shall be returned by the Agent Bank to the Borrower on or promptly following the Facility A Maturity Date;

the Agent Bank may at any time in its sole discretion deposit the Escrow Documents with a court of competent jurisdiction as part of proceedings brought by the Agent Bank (for direction as to disposition or otherwise) with respect to the Escrow Documents; and

the Agent Bank may at any time in its sole discretion request that the Escrow Documents be held in escrow by some other person satisfactory to the Borrower and the Agent Bank, and deliver the Escrow Documents to such person to be held on the same terms and conditions as those set out in this section 6.4 and otherwise in accordance with this agreement.

Neither the Agent Bank nor any of its affiliates, nor the directors, officers and employees of any of them, will incur any liability of any nature whatsoever to the Borrower in connection with or by reason of the holding of the Escrow Documents in escrow under this section 6.4, except to the extent and by virtue of the wilful misconduct or gross negligence of such person.

The Borrower agrees to indemnify the Agent Bank and its affiliates, and the directors, officers and employees of each of them, from and against any and all losses (excluding loss of profits or any other special, indirect or consequential losses or damages), damages, liabilities, expenses and costs (including the reasonable fees, charges and expenses of external counsel on full indemnity basis) (each, a “Loss” ) which may be paid, suffered or incurred by the indemnitees or any of them, in connection with any claim, litigation, investigation or proceeding brought or asserted by a third party in connection with or by reason of the holding of the Escrow Documents in escrow under this section 6.4; provided that the indemnity in this section 6.4(d) will not, as to any indemnitee, apply to any Loss or related expenses to the extent that they result from the wilful misconduct or gross negligence of such indemnitee. For the purpose of this section 6.4(d), “third party” means any person or entity other than an indemnitee.

Good Standing . The Borrower and each Restricted Subsidiary is a corporation duly incorporated and organized and is validly subsisting and in good standing under the laws of its jurisdiction of incorporation and the other jurisdictions set forth in part two of schedule 8 annexed hereto, is duly qualified as a foreign or extra-provincial corporation, as the case may be, and is in good standing in all jurisdictions where the failure to so qualify would have a Material Adverse Effect.

Corporate Authority . Each Borrower Party has full corporate right, power and authority to enter into, and perform its obligations under each Credit Facility Document to which it is a party, and the Borrower and each Restricted Subsidiary has full corporate power and authority to own and operate its properties and to carry on its business as now conducted or as contemplated to be conducted.

Authorization, Governmental Approvals, etc . The execution and delivery of each Credit Facility Document to which it is a party and the performance by it of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of each Borrower Party, and no Permit under any applicable Law, and no registration, qualification, designation, declaration or filing with any Official Body having jurisdiction over it, is or was necessary therefor or to perfect the same or to preserve the benefit thereof to the Lenders.

Enforceability . Each Credit Facility Document to which it is a party has been duly executed and (subject to section 6.4) delivered by each Borrower Party, and (subject to section 6.4) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to such applicable qualifications as may be set forth in the opinions of counsel delivered pursuant to
section 6.1(m).

No Breach . The execution and delivery by each Borrower Party of each Credit Facility Document to which it is a party and the performance by it of its obligations hereunder and thereunder do not and will not:

conflict with or result in a breach of any of the terms, conditions or provisions of:

its charter documents or by-laws;

any applicable Law;

any contractual restriction binding on or affecting it or its properties; or

any writ, judgment, injunction, determination or award which is binding on it;

result in, or require or permit:

Proceedings . Except as disclosed in writing to the Agent Bank prior to the date hereof, or under section 9.1(1)(i) or (j) in respect of an event occurring after the date hereof, it is not aware of any actions, suits or proceedings (whether or not purportedly on its behalf) pending or threatened against or affecting the Borrower or any Restricted Subsidiary before any Official Body which would, if adversely determined, have a Material Adverse Effect.

Subsidiaries . The only subsidiaries of the Borrower are described in part one of schedule 8 annexed hereto (or as may be set forth in an amendment to part one of schedule 8 provided to the Agent Bank by the Borrower in respect of an event occurring after the date of this agreement). Each Restricted Subsidiary that is a holding company owns on the date of this agreement and will own on the Closing Date, legally and beneficially (directly or indirectly) the respective portions of the outstanding shares in the capital of the corporations shown as its subsidiaries in part one of schedule 8 annexed hereto.

Environmental Matters . Except as otherwise disclosed in writing to the Agent Bank under section 9.1(1)(i) or (j) in respect of an event occurring after the date hereof, to the best knowledge of the Borrower:

the Borrower and all Restricted Subsidiaries, including their respective facilities and properties, are in compliance with all, and have no outstanding liability under any, Environmental Laws, except to the extent that the failure to comply or such liability would not have a Material Adverse Effect; and

there have been no past, and there are no pending or threatened:

claims, complaints, notices or requests for information received by the Borrower or any Restricted Subsidiary with respect to any alleged violation of or liability under any Environmental Law; or

complaints, notices or inquiries to the Borrower or any Restricted Subsidiary regarding potential liability under any Environmental Law;

No Default . Except as otherwise disclosed in writing to the Agent Bank prior to the date hereof or under section 9.1(1)(i) or (j) in respect of an event occurring after the date hereof, no Default or Event of Default has occurred and is continuing and neither the Borrower nor any Restricted Subsidiary is in material breach or default, or is aware of any event or circumstance which, but for the passage of time or the giving of notice or both, would constitute a material breach or default:

under any material contract or agreement to which it is a party or by which it is bound (nor is it aware of any material breach or default by any other party thereunder); or

under any material Law (including any Environmental Law) by which it is bound.

Permits . The Borrower and each Restricted Subsidiary possesses all material Permits required to conduct properly its businesses, except to the extent that the failure to obtain any such Permit would not have a Material Adverse Effect.

Ownership of Assets . The Borrower and each Restricted Subsidiary owns, or has legally enforceable rights to use or similar interests in, all assets and real and personal property (including patents, trademarks, copyrights and other intellectual property) necessary to the operation of its businesses (and, in the case of a Restricted Project Owner, necessary for the operation of the relevant Restricted Project), and has a good and marketable title to such assets or property that it owns, in each case free and clear of all Liens other than Permitted Liens and subject to the terms of any contracts, Permits or similar interests comprised in such assets, property and rights.

Tax Returns . The Borrower and each Restricted Subsidiary has filed all Tax returns which are required to be filed and has paid all Taxes which have become due pursuant to such returns or pursuant to any assessment received by it, except any such Taxes which are being contested in good faith and by proper proceedings and for which adequate reserves have been maintained (and no Liens except Permitted Liens have attached).

Financial Statements . The audited financial statements of the Borrower as of and for the period ended December 31, 2018, copies of which have been delivered to the Agent Bank, were prepared in accordance with GAAP and present fairly, as at the date thereof, the consolidated financial position of the Borrower, and since December 31, 2018 to the date of this agreement there has not been (and at the Closing Date there will not have been) any material adverse change in such consolidated financial position.

Pension Plans. There are no outstanding defaults or violations by the Borrower or any Restricted Subsidiary in connection with any payment obligation required to be performed by it in connection with any pension plan. There are no actions, claims, investigations, arbitrations or other proceedings which, to the knowledge of the Borrower, are pending or threatened with respect to any pension plan (other than routine claims for benefits) against the Borrower, any Restricted Subsidiary, the funding agent or the fund of such pension plan. All pension plans which are funded plans are funded in accordance with their rules and all Laws and are fully funded in all material respects on both a going-concern and a termination basis.

Disclosure . All information heretofore supplied to the Agent Bank and the Lenders by or on behalf of the Borrower (including the information contained in the Information Documents) is, with respect to factual matters, true and correct in all material respects as of the date thereof and is, with respect to projections, forecasts and other matters being the subject of opinion, believed on reasonable grounds to be true and correct in all material respects as of the date thereof and, to the extent based upon assumptions, such assumptions are believed to be reasonable in the circumstances. There is no fact known to the Borrower which materially affects the business, condition, affairs or operations of the Borrower, any Restricted Subsidiary or (during the relevant Project Guarantee Period) each ProjectCo or any of their properties, and which has not been fully and adequately disclosed to the Lenders.

Sanctions . Other than as disclosed to the Agent Bank in a disclosure letter dated December 11, 2014, neither the Borrower nor any of its subsidiaries nor, to the knowledge of the Borrower, any director, officer, employee, agent, affiliate or representative of the Borrower or any of its subsidiaries, is an individual or entity that is, or is owned or controlled by, or is acting on behalf of a person that is (i) the subject of any Sanctions, or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of territorial Sanctions, unless otherwise notified to the Agent Bank.

Ibid. Other than as disclosed to the Agent Bank in a disclosure letter dated December 11, 2014, neither the Borrower nor any of its subsidiaries nor, to the knowledge of the Borrower, any director, officer, employee, agent, affiliate or representative of the Borrower or any of its subsidiaries, is engaged, directly or indirectly, in any activity which is prohibited for a person required to comply with Sanctions (unless any such activity is conducted in compliance with a permit, certificate or other approval issued under the Sanctions), including:

any direct or indirect dealings involving or benefitting:

a person that is listed on, or owned or controlled by, or acting on behalf of a person listed on, any Sanctions-related list administered by a Sanctions Authority or otherwise the target of Sanctions;

a person located in, organized under, or owned or controlled by, or acting on behalf of, a person located in or organized under the laws of a country, region or territory that is itself the target of any comprehensive Sanctions (currently, Iran, Syria, North Korea, Cuba or Crimea); or

a person that is owned or controlled by, or acting for or on behalf of, or providing assistance, support or services of any kind to, or otherwise associated with any person in (A) or (B);

any business or making or receiving any contribution of funds, goods or services to or for the benefit of any person described in (i);