ADDENDUM TO YOUR COMMITMENT LETTER

RE: Your latest Commitment Letter  between you (the “Borrower”), the co-borrower listed as a co-borrower therein (if any), the guarantors listed as guarantors therein (if any), and the Private Banking division of the Bank (as amended, modified, restated or replaced from time to time prior to the date hereof, together with all schedules, exhibits or addenda, and each Disclosure Statement provided prior to the date hereof, if any (the “Original Commitment Letter”))

Dear Borrower:

The Bank of Nova Scotia (“the Bank”) is hereby advising you that the terms of your Original Commitment Letter are being modified by the terms of this Addendum as follows.  The modifications being made by this Addendum to your Original Commitment Letter will come into effect 30 days (the “Effective Date”) from the date of this letter.  You must notify us if you do not agree with the changes and intend to cancel your Original Commitment Letter.  To do so, you must send written notice to us, no later than the Effective Date. If you cancel your Original Commitment Letter, you will have to pay us in full any amounts owing under your Original Commitment Letter immediately, and, to the extent we have issued a Letter of Credit or Letter of Guarantee under your Original Commitment Letter, such cancellation shall only be effective once all originals of such Letters of Credit and/or Letters of Guarantee have been returned to us for cancellation. Subject to applicable law, we will consider that you have accepted all of the changes made to your Original Commitment Letter if you do not notify us by the Effective Date that you do not agree with the changes, including, without limitation, if you do not cancel your Original Commitment Letter, if you use any Facility or any Advance (as such terms are defined in Schedule A to this Addendum) or if there are any outstanding amounts owing whatsoever under your Original Commitment Letter on or after the Effective Date.

As and from the Effective Date, this Addendum modifies and becomes a part of your Original Commitment Letter (your Original Commitment Letter as so modified by this Addendum (as may be amended, modified, restated or replaced from time to time, together with all schedules, exhibits or addenda, and each Disclosure Statement provided from time to time, if any, the “Commitment Letter”)) and shall govern your Facility or Facilities (as such terms are defined in Schedule A to this Addendum), as applicable, from and after the Effective Date.  Any reference in a Banking Agreement (as defined in Schedule A hereto) to your Original Commitment Letter shall be deemed to be a reference to your Commitment Letter.  For greater certainty, any amount owing under your Original Commitment Letter continues to be owing as of the Effective Date under your Commitment Letter.

Amendments

1.           As and from the Effective Date, the Terms and Conditions Sheet attached to your Commitment Letter shall remain in full force and effect and shall be unamended except to give effect to the following:

(a)    Availment: References to additional schedules and agreements in the Availment Section of the Terms and Conditions Sheet shall be deemed to also include a reference to Schedule A1, as applicable, which shall provide the additional terms for certain availment options that may be available to you depending on the availment options expressly made available to you in your Original Commitment Letter in the Terms and Conditions Sheet.

(b)   Interest Rate: The interest rate (including any adjustment factor or variance applicable to availment options as set out in the Terms and Conditions Sheet) shall be as specified in your Original Commitment Letter, provided that such interest rate provisions shall be supplemented by such additional terms and conditions as set out in Schedule A and Schedule A1. For greater certainty, any adjustment factor or variance applicable to an interest rate specified in the Terms and Conditions Sheet shall remain in effect.

(c)    Drawdown:  Any drawdown conditions or other conditions precedent to an Advance under any Facility specified in Schedule A shall be in addition to the drawdown conditions or other conditions precedent set out in the Terms and Conditions Sheet.

(d)   General Conditions:  Any general conditions or covenants specified in Schedule A shall be in addition to the General Conditions set out in the Terms and Conditions Sheet.

2.          As and from the Effective Date, Schedule A (Additional Terms and Conditions) of your Commitment Letter is modified and replaced by the attached Schedule A (Standard Terms and Conditions for all Facilities, as applicable, under your Commitment Letter) and Schedule A1 (Additional Terms and Conditions for your Facilities, as applicable, under your Commitment Letter).

Except as expressly indicated in this Addendum, in the event of any inconsistency or conflict between the terms of this Addendum (including Schedule A and Schedule A1) and the terms of the Original Commitment Letter (including all schedules), the terms of this Addendum control.  Notwithstanding the foregoing, with respect to any Facility, the terms of the Original Commitment Letter shall control in respect of the following:  (i) the loan amount, authorized amount, credit or limits applicable to such Facility, (ii) the available currencies to you for such Facility, (iii) the availment options to you under such Facility, (iv) the applicable use or purpose of such Facility, (v) the guarantors applicable to such Facility (and any guaranteed amounts), (vi) the security applicable to such Facility (whether referred to as general security or specific security), (vii) the interest rates applicable to availment options under such Facility, and specific interest payment dates, (viii) all applicable fees and the dollar amount of applicable fees, (ix) any margin requirements or borrowing base determinations, (x) any reporting obligations with specific dates for furnishment of such reporting obligations; (xi) specific drawdown conditions; and (xii) prepayment, repayment and amortization provisions (including, as to frequency, amounts of such repayments or prepayments, and the application of such repayments or prepayments), other term loans, fixed rate loans or non-revolving credits.