Exhibit 10.1

AMENDED AND RESTATED CREDIT AGREEMENT

February 14, 2017

by and among

NGL ENERGY OPERATING LLC,
as the Borrower and the Borrowers’ Agent,

NGL ENERGY PARTNERS LP,
as Parent,

THE GUARANTORS PARTY HERETO AND
EACH OTHER GUARANTOR THAT BECOMES
A SIGNATORY HERETO FROM TIME TO TIME,
the Guarantors,

DEUTSCHE BANK AG, NEW YORK BRANCH,
as Lender, Issuing Bank and Swingline Lender,

THE LENDERS PARTY HERETO AND
EACH OTHER LENDER THAT BECOMES
A SIGNATORY HERETO OR FROM TIME TO TIME,

DEUTSCHE BANK AG, NEW YORK BRANCH,
as Technical Agent,

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Administrative Agent and Collateral Agent,

ROYAL BANK OF CANADA,
as Syndication Agent,

BNP PARIBAS,
as Documentation Agent,

and

DEUTSCHE BANK SECURITIES INC.,
RBC CAPITAL MARKETS,
BNP PARIBAS,
TD SECURITIES (USA) LLC
as Joint Lead Arrangers and Bookrunners

TABLE OF CONTENTS

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AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT (together with all amendments, modifications and supplements hereto and restatements hereof, this “ Agreement ”) is made and entered into effective as of February 14, 2017, by and among NGL ENERGY PARTNERS LP, a Delaware limited partnership (“ Parent ”), NGL ENERGY OPERATING LLC, a Delaware limited liability company (the “ Borrowers’ Agent ”), each other subsidiary of Parent listed as a “Borrower” on the signature pages hereto or that becomes a party to this Agreement as a “Borrower” from time to time (each a “ Borrower ” and together with NGL Energy Operating LLC, collectively, the “ Borrowers ”), each subsidiary of Parent listed as a “Guarantor” on the signature pages hereto or that becomes a party to this Agreement as a “Guarantor” from time to time (together with Parent, each a “ Guarantor ”), each of the financial institutions which is a signatory hereto or which may from time to time become a party hereto (individually, a “ Lender ” and collectively, the “ Lenders ”), DEUTSCHE BANK AG, NEW YORK BRANCH (“ DBNY ”), as technical agent (in such capacity, together with its successors in such capacity, the “ Technical Agent ”), DEUTSCHE BANK TRUST COMPANY AMERICAS (“ DBTCA ”) as administrative agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “ Administrative Agent ”) and as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “ Collateral Agent ”).

W I T N E S S E T H:

WHEREAS, the Parent and the Borrowers are parties to that certain Credit Agreement dated as of June 19, 2012 (as amended, supplemented and otherwise modified from time to time prior to the date hereof, the “ Existing Credit Agreement ”) among the Credit Parties, DBNY, Deutsche Bank Trust Company Americas, and the several banks and other financial institutions from time to time party thereto as lenders (the “ Existing Lenders ”);

WHEREAS, the Credit Parties party to the Existing Credit Agreement have requested that the Existing Lenders amend and restate the Existing Credit Agreement;

WHEREAS, certain Existing Lenders, subject to the terms and conditions set forth in this Agreement, are willing to amend and restate the Existing Credit Agreement;

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein and in the other Loan Documents, the parties hereto agree that the Existing Credit Agreement shall be amended and restated in its entirety as follows:

ARTICLE I.
Definitions .

Section 1.1                                     Certain Defined Terms .  Unless a particular word or phrase is defined therein or the context otherwise requires, capitalized words and phrases used in the other Loan Documents have the meanings provided below.  As used in this Agreement, the following terms shall have the following meanings:

“ Acceptable Location ” means any pipeline, terminal operator, third-party carrier, railcar or storage or other facility that (a) has been notified by the Credit Parties of the Collateral Agent’s

security interest in such Inventory and instructed by the Credit Parties to honor instructions from the Collateral Agent regarding the movement or disposition of such Inventory, and (b) either (i) is listed on Schedule 1.1B attached hereto as of the Restatement Effective Date or (ii) or which has been identified to the satisfaction of the Technical Agent in writing by the Credit Parties and has not been rejected by the Technical Agent in a writing to the Borrowers’ Agent (or other Credit Party) within ten (10) Business Days of the written identification of such facility to the Technical Agent.  Any facility so identified and not rejected shall be deemed to have been automatically added to Schedule 1.1B and an updated Schedule 1.1B may be provided to the Borrowers and the Lenders by the Administrative Agent from time to time upon the request by any such party to the Administrative Agent, which request shall not be made more than once during any fiscal quarter.

“ Accounts ” has the meaning assigned to such term in the UCC.

“ Acquisition Commitment Percentage ” means, with respect to any Acquisition Revolving Lender, with respect to Acquisition Revolving Loans, (a) prior to the termination of the Total Acquisition Revolving Commitment, the ratio, expressed as a percentage, of such Acquisition Revolving Lender’s Acquisition Revolving Commitment to the Total Acquisition Revolving Commitment, and (b) after the termination of the Total Acquisition Revolving Commitment, the ratio, expressed as a percentage, of the amount of such Acquisition Revolving Lender’s outstanding Acquisition Revolving Loans to the aggregate amount of all outstanding Acquisition Revolving Loans; provided that when a Defaulting Lender shall exist, any such Defaulting Lender’s Acquisition Revolving Commitment shall be disregarded in such calculation, subject to Section 10.10 .

“ Acquisition Consideration ” means the purchase consideration for any Permitted Acquisition and all other payments by the Borrowers or any other Credit Party in exchange for, or as part of, or in connection with, such Permitted Acquisition, whether paid in cash or by exchange of equity interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business; provided , that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by the Borrowers or any other Credit Party.

“ Acquisition Determination Date ” means the date of execution by any Credit Party of any binding agreement to undertake a Permitted Acquisition.

“ Acquisition Facility ” means the credit facility comprised of the Acquisition Revolving Commitments and the extensions of credit thereunder.

“ Acquisition Facility Availability ” means at any time (a) the Total Acquisition Revolving Commitments (as such amount may have been reduced or increased in accordance with the

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provisions of this Agreement) less (b) the aggregate amount of each Acquisition Revolving Lender’s Acquisition Revolving Exposure at such time.

“ Acquisition Facility Increase ” has the meaning ascribed to such term in Section 2.4(c) .

“ Acquisition Revolving Commitment ” means, with respect to each Acquisition Revolving Lender, the commitment, if any, of such Acquisition Revolving Lender to make Acquisition Revolving Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Acquisition Revolving Lender’s Acquisition Revolving Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to (a)  Section 2.4 , (b) a Reallocation Request, and (c) assignments by or to such Acquisition Revolving Lender pursuant to Section 10.11 .  As of any date, the amount of each Acquisition Revolving Lenders’ Acquisition Revolving Commitments is set forth in Schedule 1.1A , as adjusted from time to time pursuant to the terms of this Agreement.

“ Acquisition Revolving Credit Notes ” means the promissory notes, each substantially in the form of Exhibit B attached hereto, of the Borrowers evidencing the Acquisition Revolving Loans, payable to the respective Acquisition Revolving Lenders in the amount of such Lender’s Acquisition Revolving Commitment, and all renewals, extensions, modifications, rearrangements and replacements thereof and substitutions therefor.  “ Acquisition Revolving Credit Note ” means any of such promissory notes.

“ Acquisition Revolving Exposure ” means, with respect to any Acquisition Revolving Lender at any time, the sum of the outstanding principal amount of such Acquisition Revolving Lender’s Acquisition Revolving Loans.

“ Acquisition Revolving Lenders ” means, as of any date of determination, Lenders having an Acquisition Revolving Commitment; provided that during any Reallocation Period, each Working Capital Revolving Lender shall also be deemed an Acquisition Revolving Lender with respect to its portion of the Reallocated Amount.

“ Acquisition Revolving Loans ” means the Acquisition Revolving Loans made pursuant to Section 2.1 and any Acquisition Revolving Loans made utilizing the Reallocated Amount.  Acquisition Revolving Loan means any one of such Revolving Loans.

“ Adjusted LIBOR Rate ” means, with respect to any LIBOR Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1% per annum) equal to the sum of (a) the LIBOR Rate and (b) the Applicable Margin.

“ Administrative Agent ” has the meaning specified in the preamble to this Agreement.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” of any Person means any other Person directly or indirectly through one or more intermediaries which controls or is controlled by or under common control with such Person.  For purposes of this definition, “control” (including “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of

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the management or policies of such Person through the ability to exercise voting power, by contract or otherwise.  Without limiting the generality of the foregoing, control of the right to vote 10% or more of all voting securities of a Person or beneficial ownership of 10% of the outstanding equity interests in such Person shall be deemed to be control.

“ Agent ” means each of the Administrative Agent, the Collateral Agent, the Technical Agent and collectively, the “Agents”.

“ Alternate Base Rate ” means, for any day, a rate per annum (rounded upwards to the nearest 1/100 of 1% per annum) equal to the sum of (a) the greatest of (i) the Prime Rate (computed on the basis of the actual number of days elapsed over a 365-day or 366-day year, as applicable) in effect on such day, (ii) the Federal Funds Effective Rate (computed on the basis of the actual number of days elapsed over a 365-day or 366-day year, as applicable) in effect for such day plus ½ of 1%, and (iii) the Adjusted LIBOR Rate (determined without regard to clause (b)  in the definition thereof) for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%, and (b) the Applicable Margin.  For purposes of this Agreement, any change in the Alternate Base Rate due to a change in the Prime Rate, Federal Funds Effective Rate or the Adjusted LIBOR Rate shall be effective on the effective date of such change in the Prime Rate, Federal Funds Effective Rate or the Adjusted LIBOR Rate, respectively.  If for any reason the Administrative Agent shall have determined (which determination shall be conclusive and binding, absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate or the Adjusted LIBOR Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, the Alternate Base Rate shall be determined without regard to clause (a)(ii)  and/or (a)(iii) , as applicable, until the circumstances giving rise to such inability no longer exist.

“ Alternate Base Rate Borrowing ” means, as of any date, that portion of the principal balance of the Loans bearing interest at the Alternate Base Rate as of such date.

“ Annual Audited Financial Statements ” means (a) the annual audited financial statements of the Parent and its Subsidiaries, including all notes thereto, which statements shall include, on a consolidated basis, a balance sheet as of the end of such fiscal year and a statement of operations, a statement of changes in equity and a statement of cash flows for such fiscal year, all setting forth in comparative form the corresponding figures from the previous fiscal year (to the extent that the Parent was in existence during such previous fiscal year) and accompanied by a report and opinion of independent certified public accountants with Grant Thornton LLP consistently applied or an accounting firm of national standing reasonably acceptable to the Technical Agent, which report shall not contain any qualification (and be without comment as to the accountants’ opinion whether such Person is a “going concern” or can continue to be a “going concern”), except that such report may contain qualifications with respect to new accounting principles mandated by the Financial Accounting Standards Board (or its successor organization), and shall state that such financial statements, in the opinion of such accountants, present fairly, in all material respects, the financial position of the Parent and its Subsidiaries as of the date thereof and the results of its operations and cash flows for the period covered thereby in conformity with GAAP consistently applied, and (b) annual unaudited business line financial statements of the Parent and its Subsidiaries prepared in reasonable detail.

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“ Applicable Commitment Fee Percentage ” means, with respect to any Commitment Fee, a rate per annum as set forth in the following table, which shall be determined in accordance with the methodology set forth in the definition of “Applicable Margin”.

“ Applicable Lending Office ” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of an Alternate Base Rate Borrowing and such Lender’s LIBOR Lending Office in the case of a LIBOR Borrowing.

“ Applicable Margin ” means, with respect to any Loan, the applicable rate per annum determined in accordance with this definition.  As of the end of each fiscal quarter of the Credit Parties, commencing with the fiscal quarter ending June 30, 2012, the Applicable Margin for Loans shall be adjusted upward or downward, as applicable, to the respective percentages shown in the table below based on the Leverage Ratio as of the end of such fiscal quarter.  For purposes hereof, any such adjustment in the respective amounts of the Applicable Margin, whether upward or downward, shall be effective five Business Days after the Compliance Certificate of the Credit Parties with respect to such fiscal quarter has been delivered to and received by the Administrative Agent in accordance with the terms of Section 6.3(c) ; provided , however , if any such Compliance Certificate is not delivered in a timely manner as required under the terms of Section 6.3(c) , the Applicable Margin for Loans from the date such Compliance Certificate was due until five Business Days after Administrative Agent and Lenders receive the same will be the applicable rate per annum set forth below in Category 5; provided further , that the Applicable Margin commencing on the Restatement Effective Date and continuing until the next occurring upward or downward adjustment of the Applicable Margin for Loans, as hereinabove provided, shall be the applicable rate per annum set forth below in Category 5.

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Without limitation of any other provision of this Agreement or any other remedy available to the Administrative Agent or the Lenders under any of the Loan Documents, to the extent that any financial statements delivered by the Borrowers pursuant to Section 6.3 shall be incorrect in any manner in respect any period and the Borrower’s Agent or any other Credit Party shall deliver to the Administrative Agent and/or the Lenders corrected financial statements for such period, the Administrative Agent may recalculate the Leverage Ratio for such period based upon such corrected financial statements, and, if such recalculation results in a Leverage Ratio that would have caused the Applicable Margin for such period to have been higher than under the prior calculations, then upon written notice thereof to the Borrower’s Agent, the Loans shall bear interest based upon such recalculated Applicable Margin for such period retroactively from the date of delivery of the erroneous financial statements in question.

“ Applications ” means all applications and agreements for Letters of Credit, or similar instruments or agreements, in Proper Form and otherwise in such form acceptable to the applicable Issuing Bank, now or hereafter executed by any Person in connection with any Letter of Credit now or hereafter issued or to be issued under the terms hereof at the request of the Borrower’s Agent.

“ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by  a Lender, an Affiliate of a Lender or an entity or an Affiliate of an entity that administers or manages a Lender.

“ Assignment and Acceptance ” has the meaning specified in Section 10.11(c) .

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“ Attached RIN ” means a RIN generated in accordance with RFS that is associated with a specific gallon of biofuel.

“ Available Cash ” has the meaning ascribed to such term in the Agreement of Limited Partnership of the Parent as in effect as of the Closing Date.

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bank Products ” means any of the following a Secured Party provides to, or enters into with, a Credit Party:

(a)                                  any deposit, lockbox or other cash management arrangement; or

(b)                                  any other traditional commercial bank product, service or agreement pursuant to which a Credit Party or Subsidiary of a Credit Party may be indebted or owe obligations to a Lender or one of its Affiliates, including credit cards for commercial customers (including “commercial credit cards” and purchasing cards), stored value cards and treasury management services (including controlled disbursement, automated clearinghouse transactions, returned items, overdrafts and interstate depository network services).

“ Board ” means the Board of Governors of the Federal Reserve System of the United States (and its successors).

“ Borrower ” or “ Borrowers ” has the respective meanings specified in the preamble of this Agreement.

“ Borrower Notice ” as defined in Section 6.18 hereof.

“ Borrowers’ Agent ” means NGL Operating, in its capacity as agent for the Borrowers and the other Credit Parties, as more fully described in Section 1.4(b) .

“ Borrowing Base ” means, as of any date, the amount of the then most recent computation of the Borrowing Base, determined by calculating the amount equal to the following:

(a)                                  100% of Eligible Cash Collateral; plus

(b)                                  90% of Eligible Accounts Receivable; plus

(c)                                   (i) 85% of the Market Value of Eligible Inventory or, with respect to Eligible Inventory that is a Natural Gas Liquid, if pre-sold under a fixed price contract that requires physical delivery not more than twelve months from such date, the contract price of such Eligible Inventory minus (ii) 50% of the Eligible Prepaid Inventory Volume of such Eligible Inventory; plus ;

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(d)                                  90% of Eligible Net Liquidating Value in Eligible Futures Accounts; plus

(e)                                   80% of Trade Related Letters Of Credit For Commodities Not Yet Received; minus

(f)                                    100% of First Purchaser Liability; minus

(g)                                   100% of Secured Qualified Bank Product Obligations attributable to overdrafts; minus

(h)                                  120% of Secured Qualified Hedging Obligations; minus

(i)                                      100% of all Excise Tax Liability.

The Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.3(e) , unless expressly stated otherwise.

“ Borrowing Base Certificate ” means a certificate completed in the form of Exhibit G attached hereto, signed by a Responsible Officer of the Borrowers’ Agent.

“ Borrowing Base Certification Date ” means each date on which a Borrowing Base Certificate is delivered to the Administrative Agent pursuant to Section 6.3(e) .

“ Borrowing Base Reference Time ” means, with respect to any Borrowing Base Certificate, the close of business as of the last day of the period covered by such Borrowing Base Certificate.

“ Borrowing Base Shortfall ” has the meaning ascribed to such term in Section 2.5(b) .

“ Business Day ” means a day when (i) the principal office in New York City of the Administrative Agent, the Collateral Agent and the Technical Agent is, in each case, open for business and (ii) the Lenders’ Applicable Lending Offices are in each case generally open for business; provided , however, that with respect to LIBOR Borrowings, a Business Day must also be a day on which transactions in dollar deposits between lenders may be carried on in the London eurodollar interbank market.

“ Business Entity ” means corporations, partnerships, joint ventures, joint stock associations, business trusts, limited liability companies, unlimited liability companies, and other business entities.

“ Canadian Dollars ” means dollars in lawful currency of Canada.

“ Capital Expenditures ” means, with respect to any Person for any period, all capital expenditures of such Person, on a consolidated basis, for such period determined in accordance with GAAP.

“ Capital Lease Obligations ” means the obligations of a Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real or personal property, or a

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combination thereof, which obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP.

“ Cash Collateral ” means Dollars or Cash Equivalents, in each case, which (a) have been deposited in a Controlled Account and (b) are subject to a perfected first priority lien in favor of the Administrative Agent (subject only to Liens permitted by Section 7.2 ).

“ Cash Collateralize ” means to pledge and deposit with or deliver to the Collateral Agent, for the benefit of the Agents, any Issuing Bank or the Swingline Lender (as applicable) and the Lenders, as collateral for Obligations in respect of Letters of Credit, Swingline Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if an Issuing Bank or the Swingline Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the applicable Issuing Bank or the Swingline Lender (as applicable).

“ Cash Dividends ” means, with respect to any Person for any period, all cash dividend and cash distribution payments actually made on any Equity Interests of such Person for such period.

“ Cash Equivalents ” means (a) securities with maturities of ninety (90) days or less from the date of acquisition or acceptance that are issued or fully guaranteed or insured by the United States government or any agency thereof, (b) certificates of deposit and eurodollar time deposits with maturities of ninety (90) days or less from the date of acquisition and overnight bank deposits of any Lender or of any commercial bank with commercial paper rated, on the day of such purchase, at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s, (c) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b)  of this definition, having a term of not more than thirty (30) days with respect to securities issued or fully guaranteed or insured by the United States Government, (d) commercial paper of a domestic issuer rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s and in either case maturing within ninety (90) days after the day of acquisition, (e) securities with maturities of ninety (90) days or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s, (f) securities with maturities of ninety (90) days or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b)  of this definition or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a)  through (f)  of this definition.

“ Certificate of Effectiveness ” means a certificate of effectiveness in the form of Exhibit N hereto to be executed by the Borrowers’ Agent pursuant to Section 4.2 .

“ Change in Law ” means the occurrence, after the Restatement Effective Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or

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application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“ Change of Control ” means the occurrence of any of the following events: (a) Parent fails to directly or indirectly own and control beneficially and of record (free and clear of all Liens other than Liens permitted under Section 7.2 ) the percentage of the Equity Interests of each Credit Party as set forth in Part B of Schedule 5.7 on the Restatement Effective Date (other than as a result of a Permitted Disposition); (b) the General Partner shall fail to directly own and control beneficially and of record (free and clear of all Liens other than Liens permitted under Section 7.2 ) 100% of the general partner interests of the Parent; (c) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and any Permitted Holder) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the voting Equity Interests of the General Partner on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or (d) a majority of the members of the board of managers or other equivalent governing body of the General Partner (excluding vacant seats) cease to be Continuing Members.

“ Closing Date ” means June 19, 2012.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“ Collateral ” means all collateral and security as described in the Security Documents.

“ Collateral Agent ” has the meaning specified in the preamble to this Agreement.

“ Collateral Reinstatement Date ” means the first date following any Collateral Release Date on which the Parent ceases to have an Investment Grade Rating from at least two of S&P, Moody’s and/or Fitch.

“ Collateral Release Date ” has the meaning specified in Section 6.10 hereof.

“ Collateral Release Period ” means, each period commencing with the occurrence of a Collateral Release Date and continuing until the occurrence of the next Collateral Reinstatement Date, if any, immediately following such Collateral Release Date.

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“ Commitment ” means, as to any Lender, the obligation of such Lender subject to the terms and conditions of this Agreement to make Acquisition Revolving Loans in a principal amount not exceeding such Lender’s Acquisition Revolving Commitment, and to make Working Capital Revolving Loans and incur liability for the Letter of Credit Exposure Amount and the Swingline Loans in an aggregate principal amount at any one time outstanding up to, but not exceeding, the amount set forth as such Lender’s Working Capital Revolving Commitment.  The initial amount of each Lender’s Commitment is set forth on Schedule 1.1A attached hereto, as each may be adjusted from time to time pursuant to other provisions of this Agreement, and Commitments means all such Commitments of the Lenders, as so adjusted.

“ Commitment Fee ” with respect to any Revolving Lender, has the meaning assigned to it in Section 2.3 .

“ Commitment Percentage ” means, with respect to any Revolving Lender, such Revolving Lender’s Acquisition Commitment Percentage, Working Capital Commitment Percentage, or Total Commitment Percentage, as applicable.

“ Commodity Account ” has the meaning assigned to such term in Section 9-102 of the UCC.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit D attached hereto and otherwise in Proper Form.

“ Concentration Limit ” means, with respect to any account debtor owing any Account to any Borrower, the maximum amount of Accounts from such account debtor which may be included as Eligible Accounts Receivable, (a) expressed as a percentage of the total amount of Accounts owing to the Borrowers by all account debtors, which percentage shall be (i) 10% for each such account debtor that has a rating lower than an Investment Grade Rating, (ii) 20% for each such account debtor that has a rating at least equal to or higher than an Investment Grade Rating, or (b) as identified opposite such account debtor’s name on Schedule 1.1C or as otherwise approved from time to time by the Technical Agent.

“ Consequential Loss ” means, with respect to (a) the Borrowers’ payment of principal of or interest on a LIBOR Borrowing on a day prior to the last day of the applicable Interest Period, (b) the Borrowers’ failure to borrow or convert a LIBOR Borrowing on the date specified by the Borrowers’ Agent for any reason, or (c) any cessation of the Adjusted LIBOR Rate to apply to the Revolving Loans or any part thereof pursuant to Sections 2.8 , 2.9 , 2.10 or 2.11 , in each case whether voluntary or involuntary, any loss, expense, penalty, premium or liability incurred by any of the Lenders or the Administrative Agent as a result thereof, including any loss of anticipated profit or any interest paid by any of the Lenders to lenders of funds borrowed by it to make or carry the Revolving Loans and any other costs and expenses sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain the Revolving Loans.

“ Consolidated EBITDA ” means, for any period, for the Credit Parties on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Expense for such period, (ii) income tax expense, (iii) the amount of depreciation and amortization expense

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deducted in determining such Consolidated Net Income, (iv) any extraordinary non-cash charges for such period, (v) any other non-cash charges for such period (but excluding any non-cash charges in respect of an item that was included in Consolidated Net Income in a prior period), (vi) fees and expenses incurred during such period in connection with any proposed or actual issuance of any Indebtedness or Equity Interests, or any proposed or actual acquisitions, investments, asset sales or divestitures permitted hereunder, and any losses during such period attributable to cash payments relating to early extinguishment of Indebtedness, (vii) any marked to market net unrealized gains on Product that is physical inventory on the consolidated balance sheet of the Credit Parties and their Subsidiaries at the end of such period where the lower of cost or market expenses, or losses on associated hedge transactions, as applicable, have been realized in Consolidated Net Income for such period, and (viii) any marked to market net unrealized gains on financial derivatives and fixed price forward contracts relating to the purchase of sale of Product held by the Credit Parties and their Subsidiaries at the end of such period; provided , however that the amount of adjustments pursuant to clause (viii)  above shall not exceed 5.0% of the Consolidated EBITDA reflected in the most recently delivered Compliance Certificate, and minus (b) the following to the extent included in Consolidated Net Income:  (i) extraordinary gains and any non-cash items of income for such period and (ii) all cash payments made during such period in respect of non-cash charges described in clause (a)(v)  above in a prior period; provided , however , that the results of operations of all Persons in which the Credit Parties have an ownership interest (other than a Subsidiary or other Person that the Credit Parties retain at least 50% of the ownership interests in) shall only be included in Consolidated EBITDA to the extent that the relevant Credit Party actually receives cash distributions in respect of its ownership interests in such Person during such period for which Consolidated EBITDA is being calculated ( provided that in the event of any Disposition of the Credit Parties’ ownership interests in such Person, any cash distributions received by the Credit Parties in respect of such Disposition included in the calculation of Consolidated EBITDA shall be deducted therefrom for such period).  Consolidated EBITDA shall be calculated for each period, on a pro forma basis, after giving effect to, without duplication, any Major Permitted Business Expansion Project, any Permitted Acquisition and any Material Disposition occurring during each period, as the case may be, and as if such Major Permitted Business Expansion Project, Permitted Acquisition and Material Disposition occurred or was completed on the first day of such period; provided that with regard to each Permitted Acquisition (x) such pro forma adjustment shall not exceed by more than 15%, either (1) the actual EBITDA of the Person or assets being acquired for the immediately preceding four fiscal quarters ending on or prior to the date of determination or (2) the actual EBITDA of the Person or assets being acquired for the immediately preceding eight fiscal quarters ending on or prior to the date of determination divided by two, as elected by the Borrowers’ Agent, and (y) no such pro forma adjustments shall be allowed unless, not less than five (5) Business Days (or such lesser period as is acceptable to the Technical Agent) prior to the applicable Acquisition Determination Date, the Technical Agent shall have received the documentation required in connection with such Permitted Acquisition and the calculations supporting such pro forma adjustments.  In making the pro forma calculation contemplated by the preceding sentence, adjustments to Consolidated EBITDA shall be determined in good faith by the Borrowers based on reasonable assumptions; provided that (A) any such pro forma adjustments to Consolidated EBITDA shall be acceptable to the Technical Agent (except that adjustments in connection with Permitted Acquisitions shall also be acceptable to at least three (3) Initial Lenders) and (B) with regard to each Major Permitted Business Expansion Project, excluding the Grand Mesa Project, such pro forma adjustment (x) shall be

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based upon forecasted income that is either (1) derived from binding, non-contingent contracts or (2) is deemed highly probable by the applicable Credit Party and such determination is acceptable to the Technical Agent in its discretion, in the case of each clause (1)  and (2) , less appropriate direct and indirect costs to realize such income and (y) when aggregated with all pro forma adjustments attributable to Major Permitted Business Expansion Projects, excluding the Grand Mesa Project, shall not exceed 15.0%, of the Consolidated EBITDA reflected in the most recently delivered Compliance Certificate, net of any actual Consolidated EBITDA realized from such Major Permitted Business Expansion Projects (excluding the Grand Mesa Project) and without giving effect to increases in such Consolidated EBITDA arising from such Major Permitted Business Expansion Projects for such pro forma period; provided that with respect to pro forma adjustments attributable to Major Permitted Business Expansion Projects, excluding the Grand Mesa Project, derived from highly probable forecasted income pursuant to clause (x)(2)  above, the aggregate adjustments shall not exceed 5.0% of the Consolidated EBITDA reflected in the most recently delivered Compliance Certificate; provided further , with respect to the Grand Mesa Project, such pro forma adjustment to Consolidated EBITDA shall be based on (i) forecasted income to be derived from binding, non-contingent contracts less appropriate direct and indirect costs to realize such income and (ii)  income from FERC required walk-up volume capped at 10,000 bpd ((X) in the case of the immediately preceding clause (i), net of any actual Consolidated EBITDA realized from the Grand Mesa Project, and (Y) subject to the limitation that the sum of the immediately preceding clauses (i)  and (ii)  shall not exceed $140,000,000 for any four quarters ending on or prior to the date of determination) multiplied by the applicable GMP Completion Percentage as of the end of such period; provided further that to the extent the Grand Mesa Project is not complete as of December 31, 2016, the contribution of the Grand Mesa Project to Consolidated EBITDA will be reduced by 25% per quarter for each quarter commencing with the fiscal quarter ending December 31, 2016.

“ Consolidated Interest Expense ” means, for any period, for the Credit Parties on a consolidated basis, an amount equal to, without duplication, (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Credit Parties in connection with borrowed money (including capitalized interest and letter of credit fees) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP (but excluding amortized non-cash financing costs), plus (b) the portion of rent expense of the Credit Parties with respect to such period attributable to interest under Capital Lease Obligations and Synthetic Leases whether or not treated as interest in accordance with GAAP, plus (c) the net amount payable under interest rate Hedging Agreements accrued during such period (whether or not actually paid during such period) minus (d) the net amount receivable under interest rate Hedging Agreements accrued during such period (whether or not actually received during such period).  “Consolidated Interest Expense” shall be calculated for each period, on a pro forma basis, after giving effect to, without duplication, any incurrence or repayment of Indebtedness, any Permitted Acquisition and any Disposition occurring during each period, as the case may be, and as if such incurrence, acquisition or disposition (as applicable) occurred or was completed on the first day of such period.

“ Consolidated Net Income ” means, for any period, for the Credit Parties, the net income (or loss) of the Credit Parties for that period determined on a consolidated basis without duplication in accordance with GAAP.

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“ Consolidated Total Assets ” means, as of the date of any determination thereof, total assets of the Credit Parties and their Subsidiaries calculated on a consolidated basis in accordance with GAAP consistently applied as of such date.

“ Contingent Obligation ” means, as to any Person (the “ guarantor ”), any obligation of such guarantor guaranteeing the payment or performance of any Indebtedness, leases, dividends or other obligations (collectively “primary obligations”) of any other Person (the “ primary obligor ”), whether directly or indirectly, including any obligation of such guarantor (a) to purchase any such primary obligation or other property constituting direct or indirect security therefor, (b) assume or contingently agree to become or be secondarily liable in respect of any such primary obligation, (c) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital for the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (d) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (e) otherwise to assure or hold harmless the owner of such primary obligation against loss in respect thereof; provided , however , that the term “Contingent Obligation” shall not include endorsements of checks or other negotiable instruments in the ordinary course of business.

“ Continuing Member ” means (a) individuals who on the Restatement Effective Date constituted the board of managers or other equivalent governing body of the General Partner and (b) any new members of the board of managers or other equivalent governing body of the General Partner whose election or whose nomination for election by the holders of the Equity Interests of the General Partner was approved by at least a majority of the members then still in office (or a duly constituted committee thereof) either who were members on the Restatement Effective Date or whose election or nomination for election was previously so approved.

“ Control Agreements ” collectively means the deposit account, securities account, commodity account or blocked account control agreements, in Proper Form, to be executed and delivered by and among the Collateral Agent, the Credit Parties required by the Collateral Agent and the applicable financial institutions described in Schedule 5.22 attached hereto, together with all modifications and/or replacements thereof which are approved in writing by the Collateral Agent, for purposes of evidencing control by the Collateral Agent in one or more deposit accounts or securities accounts maintained by the applicable Credit Parties with any such specified financial institution, in the case of the Collateral Agent, for purposes of perfection of the Collateral Agent’s Lien in such accounts.

“ Controlled Account ” means a deposit account or a securities account of any Credit Party that, in each case, is subject to a Control Agreement.

“ Copyrights ” has the meaning specified for such term in the definition of “Intellectual Property.”

“ Credit Obligations ” means the Obligations other than the Qualified Hedging Obligations and the Qualified Bank Product Obligations.

“ Credit Parties ” means the Borrowers and the Guarantors.

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“ Crude Oil ” means liquid petroleum, regardless of gravity, produced at the well by ordinary production methods and which are not the result of condensation of gas before or after it leaves the reservoir.

“ Debtor Relief Law ” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“ Default ” means any event or condition that constitutes an Event of Default or that upon notice, the lapse of time or both, unless cured or waived, become an Event of Default.

“ Default Rate ” means, on any day, as follows:  (a) with respect to principal which is outstanding under any Note, the sum of the Interest Option otherwise applicable thereto on such day plus two percent per annum (it being understood by the Borrowers that if any such applicable Interest Option is based on the Adjusted LIBOR Rate, the Default Rate with respect to the applicable principal amount shall only be calculated with reference to the applicable Adjusted LIBOR Rate until the Interest Period applicable thereto expires, and upon the expiration of such applicable Interest Period, the Default Rate for such applicable principal amount shall be computed on the basis of the Alternate Base Rate for such day plus two percent per annum), and (b) with respect to accrued interest, fees and other Obligations (other than past due principal outstanding under any Note), the sum of the Alternate Base Rate for such day plus two percent per annum.

“ Defaulting Lender ” means any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder, unless such Lender notifies the Administrative Agent and the Borrowers’ Agent in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (which condition or conditions shall be specifically identified) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank, any Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2) Business Day of the date when due, unless such requirement is the subject of a good faith dispute, (b) has notified the Borrower, the Administrative Agent or any Issuing Bank or Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect, (c) has failed, within two (2) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder; provided that such Lender shall cease to be a “Defaulting Lender” under this clause (c) once it has provided the requested written confirmation that it will comply with its prospective funding obligations hereunder, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) becomes the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership

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interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a)  through (d)  above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Borrower, each Issuing Bank, each Swingline Lender and each Lender.

“ Detached RIN ” means a RIN generated in accordance with RFS that is no longer associated with a specific gallon of biofuel to the extent such separation has occurred as provided in 40 CFR 80.1429(b), or such successor rule or regulation that governs the separation of RINs from a volume of renewable fuel.

“ Disposition ” means the sale, transfer, lease or other disposition (including pursuant to a merger resulting in the subject Property no longer being owned by a Credit Party) of any Property.

“ Dollar Equivalent ” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Canadian Dollars, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the Issuing Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with Canadian Dollars.

“ Dollars ” and “ $ ” means dollars in lawful currency of the United States of America.

“ Domestic Lending Office ” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending Office” in the Administrative Questionnaire, or such other office of such Lender as such Lender may from time to time specify in writing to the Borrowers’ Agent and the Administrative Agent.

“ Domestic Subsidiary ” means any Subsidiary of any Borrower that is organized and domiciled in the United States of America.

“ DRE ” has the meaning assigned to such term in the definition of “Excluded Subsidiary”.

“ ECP Collateral ” means the Collateral provided by the ECP Grantors.

“ ECP Collateral Shortfall ” has the meaning assigned to such term in Section 2.5(f)  of this Agreement.

“ ECP Grantor ” means each Grantor that qualifies as an “eligible contract participant” under Title VII of the Dodd-Frank Wall Street Reform Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a)  of this definition, or (c) any financial institution established in an EEA Member

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Country which is a subsidiary of an institution described in clauses (a)  or (b)  of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Eligible Accounts Receivable ” means, as at any date of determination thereof, all Accounts owed to a Borrower that comply with all of the following requirements:  (a) all payments due on the Accounts have been billed and invoiced in a timely fashion and in the normal course of business (it being understood that the foregoing shall be satisfied in circumstances where the applicable account debtor shall not have received (or does not generally receive in the ordinary course of business) an invoice from a Borrower requesting payment with respect to any such Account so long as (x) any such unbilled Account has been recorded in the books and records of such Borrower, and (y) title to the underlying Inventory sold by such Borrower has passed to the purchaser thereof); (b) all payments on the Account are due within 45 days of being invoiced in accordance with clause (a)  above; provided in each case, the underlying Inventory sold by such Borrower has been delivered and title thereto passed to the purchaser thereof; (c) (i) except with respect to Retail Accounts, no payment is outstanding more than 30 days after the due date therefor and (ii) with respect to Retail Accounts, no payment is outstanding on the Retail Account more than 60 days after the invoice date therefor; provided in each case, the underlying Inventory sold by such Borrower has been delivered and title thereto passed to the purchaser thereof and (d) the Accounts do not otherwise constitute Ineligible Accounts Receivable.  Additionally, in calculating Eligible Accounts Receivable, returns, discounts, claims, credits and allowances of any nature asserted or taken by account debtors of any of the Credit Parties shall be excluded to the extent the same are otherwise included in Eligible Accounts.

“ Eligible Assignee ” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, or (d) any other Person approved by the Technical Agent, each Issuing Bank and the Borrowers’ Agent (such approval not to be unreasonably withheld, delayed or conditioned); provided , however , that if an Event of Default has occurred which has not been waived or cured, such approval by the Borrowers’ Agent shall not be required.

“ Eligible Cash Collateral ” means as of any date of determination, any Cash Collateral of any Borrower.

“ Eligible Detached RINs ” means, with respect to any RIN type at any time, the aggregate number of Detached RINs of such type owned by all Credit Parties at such time less the number of Detached RINs of such type that would be required to set off all renewable volume obligations of all Credit Parties under the RFS, if compliance with the renewable volume obligations under the RFS were required to be determined at such time.

“ Eligible Inventory ” means all Product (other than recycled water) of the Credit Parties which complies with all of the following requirements: (a) such Inventory is owned by and

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recorded on the books and records of the applicable Credit Party in the ordinary course of business; and (b) such Inventory does not otherwise constitute Ineligible Inventory.

“ Eligible Net Liquidating Value in Futures Accounts ”  means, as of any date of determination of the Borrowing Base, the Net Liquidating Value of any Commodity Account of any Borrower as of such date maintained with a reputable broker reasonably acceptable to the Technical Agent (each, so long as such Person remains qualified as such pursuant to the next succeeding sentence, an “ Eligible Broker ”) with respect to positions held by such Eligible Broker on a regulated exchange (including the New York Mercantile Exchange, the Intercontinental Commodities Exchange and CME ClearPort) that have been maintained at all times and in all respects in accordance with the this Agreement (including for the avoidance of doubt, all transactions credited to such Commodity Account or related thereto) which such Commodity Account is subject to (i) a Perfected First Lien, subject only to Liens permitted pursuant to Section 7.2 and any Lien of such Eligible Broker in connection with any indebtedness of such Borrower to such Eligible Broker permitted by the applicable Control Agreement (including, but not limited to, if permitted, any right of the Eligible Broker to close out open positions of such Borrower without prior demand for additional margin and without prior notice) (such amounts in a Commodity Account subject to the liens and close-out rights of the Eligible Broker set forth in this clause (i) , the “ Brokerage Account Deducts ”), and (ii) a Control Agreement among the Collateral Agent, such Borrower holding such account and the Eligible Broker with which such account is maintained.  For the avoidance of doubt, a broker may, at any time, cease to qualify as an “Eligible Broker” for all purposes hereunder upon two (2) Business Days’ notice thereof by the Technical Agent, acting in its reasonable discretion, to Borrowers’ Agent.  Eligible Net Liquidating Value in Futures Accounts shall include any discounted face value of any U.S. Treasury Securities held as of such date in such account that are zero coupon securities issued by the United States of America, minus any unearned interest on such U.S. Treasury Securities as of such date; provided that the maturity date thereof is within six (6) months of the relevant determination date; provided , further , that the Eligible Net Liquidating Value in Futures Accounts as calculated pursuant to this definition shall be net of any Brokerage Account Deducts.

“ Eligible Prepaid Inventory Volume ” means, on any date, the volume of Eligible Inventory under contract for sale by a Credit Party for which the purchasers have prepaid or made deposits in an amount that is not less than 100% of the contract price therefor.

“ Eligible RIN Inventory ” means, with respect to any Credit Party, all inventory of such Credit Party consisting of Eligible Detached RINs that satisfy the following requirements: such inventory (a) is owned by such Credit Party, (b) subject to a first priority perfected security interest for the benefit of the Secured Parties consistent with the Security Agreement, (c) has an expiration date at least 31 days after the Borrowing Base Certification Date, and (d) is valid for use in accordance with RFS.

“ Environmental Claim ” means any third party (including any Governmental Authority) action, lawsuit, claim or proceeding (including claims or proceedings at common law) which seeks to impose or alleges any liability for (a) pollution or contamination by, or releases or threatened releases of, Hazardous Substances into the air, surface water, ground water or land or the clean-up, abatement, removal, remediation or monitoring of such pollution, contamination or Hazardous Substances; (b) generation, recycling, reclamation, handling, treatment, storage, disposal or

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transportation of Hazardous Substances; (c) exposure to Hazardous Substances; or (d) the safety or health of employees.  An “Environmental Claim” includes a proceeding to issue, modify or terminate an Environmental Permit to the extent that such a proceeding attempts to redress violations of the applicable permit, license, or regulation as alleged by any Governmental Authority.

“ Environmental Law ” means all applicable requirements imposed by any law (including the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, the Clean Air Act, and any state analogues of any of the foregoing), rule, regulation, or order of any Governmental Authority now or hereafter in effect that relate to (a) pollution, protection or clean-up of the air, surface water, ground water or land; (b) Hazardous Substance generation, recycling, reclamation, release, threatened release, handling, treatment, storage, disposal or transportation; (c) exposure of Persons or property to releases of Hazardous Substances; or (d) occupational health and safety.

“ Environmental Liabilities ” means all liabilities, contingent or otherwise, arising from any Environmental Claim, Environmental Permit or Environmental Law, at law or in equity, and whether based on negligence, strict liability or otherwise, including:  remedial, removal, response, abatement, restoration (including natural resources), investigative, or monitoring liabilities, personal injury and damage to property or natural resources, and any other related costs, expenses, losses, damages, penalties, fines, liabilities, indemnities and obligations, including attorney’s fees and court costs.

“ Environmental Permit ” means any permit, license, approval or other authorization required under any Environmental Law.

“ Equipment ” means (a) any machinery or equipment and (b) any other Property classified as “equipment” under the UCC.

“ Equity Interests ” means as to a Business Entity, all capital stock, partnership interests, membership interests, beneficial interests in a trust or other indicia of equity rights issued by a Business Entity from time to time, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ ERISA ” “ means the Employee Retirement Income Security Act of 1974, as amended from time to time, and all rules, regulations, rulings and interpretations adopted by the Internal Revenue Service or the Department of Labor thereunder.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that together with any Credit Party or any Subsidiary of any Credit Party is treated as a single employer under Section 414(b) or (c) of the Code or,  solely with respect to Sections 412 or 430 of the Code, Section 414(m) or (o) of the Code.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ Eurocurrency Reserve Requirements ” means for any day as applied to a LIBOR Borrowing, the aggregate (without duplication) of the rates (expressed as a decimal fraction) of

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reserve requirements current on such day (including, without limitation, basic, supplemental, marginal and emergency reserves under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto), as now and from time to time hereafter in effect, dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of such Board) maintained by a member bank of the Federal Reserve System.

“ Event of Default ” means any of the events specified in Section 8.1 .

“ Excess Interest Amount ” shall have the meaning attributed to such term in Section 2.19 .

“ Excise Tax Liability ” means any amounts which are due and owing to any Governmental Authority, including excise or sales taxes or similar taxes, in each cash, applicable to services provided under any material handling or through-put agreement or the sale of Inventory held by any Borrower, to the extent such amounts are collected or collectable by a Borrower from such Borrower’s customer to be remitted to such Governmental Authority.

“ Excluded Deposit Account ” means any deposit account with a balance of less than $5,000,000; provided that the aggregate amount on deposit in all Excluded Deposit Accounts shall not, at any time, exceed 5.0% of Partners’ Capital.

“ Excluded Real Property Asset ” means any (a) Leasehold Property and (b) any other Real Property Asset with a book value of less than $5,000,000 (in the case of clauses (a) and (b), other than each Real Property Asset which the Borrowers have elected to designate as a Mortgaged Property); provided that the aggregate value of all Real Property Assets (including all Leasehold Property) that qualifies as Excluded Real Property Assets shall not, at any time, exceed 5.0% of Partners’ Capital.

“ Excluded Subsidiary ” means any 1) Subsidiary that is not a Domestic Subsidiary and is not disregarded as an entity separate from its owner within the meaning of Treas. Reg. § 301.7701-1 (a “ DRE ”) and 2) any foreign Subsidiary that is treated as a DRE and owns (directly or indirectly through one or more DREs) a Subsidiary that is (a) not a Domestic Subsidiary and (b) not a DRE.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), overall gross income, franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest under any Loan Document pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.14(b) ) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.12 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure

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to comply with Section  2.12(g) , (d) any U.S. federal withholding Taxes imposed under FATCA and (e) any United States backup withholding Taxes.

“ Exempted Joint Venture ” means, at any time, any Business Entity that is not a Credit Party (i) whose Equity Interests are directly held legally or beneficially by a Credit Party (or group of Credit Parties) in an amount not to exceed 75% of the outstanding Equity Interests of such Business Entity, determined as of the date the Borrower’s Agent designated such Business Entity to be an “Exempted Joint Venture” consistent with (iii) below, (ii) all of whose Equity Interests held by any Credit Party are subject to a first priority perfected security interest for the benefit of the Secured Parties consistent with the Security Agreement (except that such Equity Interests shall not be deemed “Excluded Assets” as defined in the Security Agreement), (iii) that has been designated, in writing, by the Borrowers’ Agent to the Administrative Agent to be an “Exempted Joint Venture”, and (iv) that is engaged in a business consistent with Section 7.5 of this Agreement.  The Exempted Joint Ventures as of the Restatement Effective Date are listed on Schedule 1.1E .

“ Existing Credit Agreement ” has the meaning ascribed to such term in the recitals to this Agreement.

“ Existing Lenders ” has the meaning ascribed to such term in the recitals to this Agreement.

“ Facility ” means the Acquisition Facility or the Working Capital Revolving Facility, as the context requires.  “ Facilities ” means collectively, the Acquisition Facility and the Working Capital Revolving Facility.

“ Facility Increase ” has the meaning ascribed to such term in Section 2.4(c) .

“ Facility Increase Agreement ” has the meaning ascribed to such term in Section 2.4(c)(iii) .

“ Facility Increase Certificate ” means, with respect to any Facility Increase, a certificate of a Responsible Officer of the Borrowers’ Agent certifying that as of the date of such Facility Increase, the conditions set forth in Sections 4.1(b)  and 4.1(c)  are satisfied and that immediately prior to giving effect to the Facility Increase, each of the Acquisition Facility Availability and the Working Capital Facility Availability is not less than zero.

“ Fair Market Value ” means the price that would be agreed to by a willing buyer and a willing seller, where neither the buyer nor the seller is under any compulsion to buy or sell, as the fair market value of the Property in an orderly Disposition thereof; provided , that if the Borrowers and Administrative Agent cannot agree on the Fair Market Value with respect to a specific Property or Properties, the Fair Market Value shall be determined, at the cost and expense of the Borrowers, by an independent appraiser selected by the Administrative Agent, who is of national standing with experience valuing comparable properties.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“ Federal Funds Effective Rate ” means, for any day, a rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve

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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 which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it; provided that if the Federal Funds Effective Rate as determined above shall be less than zero at any time, such rate shall be deemed to be zero for the purposes of this Agreement.

“ Financial Officer ” means, with respect to any Person, the chief financial officer, principal accounting officer, treasurer or controller of such Person.

“ First Purchaser Liability ” means any payment obligations arising from any Borrower’s purchase of Eligible Inventory that are subject, as reasonably determined by the Technical Agent, to a First Purchaser Lien, but only to the extent that payment of such obligations is not supported by a Letter of Credit issued under this Agreement for the account of such Borrower securing payment of all amounts subject to such First Purchaser Lien.

“ First Purchaser Lien ” means a Lien as defined in Texas Bus. & Com. Code Section 9.343, or comparable laws of the states of Oklahoma, Kansas, Mississippi, Wyoming, or New Mexico, or any other state.

“ Fitch ” means Fitch Ratings.

“ Flood Determination Form ” as defined in Section 6.18 hereof.

“ Flood Hazard Property ” means a Mortgaged Property the improvements on which are located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and requiring either the Credit Party or Collateral Agent to purchase special flood insurance.

“ Flood Laws ”  means, collectively, the Flood Disaster Protection Act of 1973 and the National Flood Insurance Reform Act of 1994.

“ Foreign Lender ” means (a) if the Credit Party is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Credit Party is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Credit Party is resident for tax purposes.  For purposes of this definition, the United States of America, each state thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ GAAP ” means, as to a particular Person, those principles and practices that (a) are recognized as such by the Financial Accounting Standards Board or successor organization, and (b) are consistently applied (or with respect to which any change in principles and practice mandated by the Financial Accounting Standards Board or successor organization are disclosed in writing to the Administrative Agent) for all periods after the date of this Agreement in a manner consistent with the manner in which such principles and practices were applied to the most recent audited financial statements of the relevant Person furnished to the Administrative Agent and the Lenders prior to the date of this Agreement (or with respect to which any change in principles and practice mandated by the Financial Accounting Standards Board or successor organization are disclosed in writing to the Administrative Agent, subject to the provisions of Section 1.2(b) ).

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“ General Partner ” means NGL Energy Holdings LLC, a Delaware limited liability company.

“ GMP Completion Percentage ” with respect to the determination of Consolidated EBITDA for any period, the percentage of completion for the Grand Mesa Project determined as the quotient (expressed as a percentage) of the costs incurred by the Loan Parties as of the end of the applicable period over the estimated total project cost of the Grand Mesa Project at such time.

“ Governmental Authority ” means the United States of America, any state of the United States, and any political subdivision of any of the foregoing, any other nation or government, or any state, provincial or other subdivision thereof, or supranational authority, and any agency, instrumentality, department, commission, board, bureau, central bank, authority, court or other tribunal, in each case whether executive, legislative, judicial, regulatory or administrative.

“ Grand Mesa Project ” means that certain crude oil pipeline beginning in Weld County, Colorado and terminating in Cushing, Oklahoma.

“ Guarantors ” means Parent, each Borrower, each other Subsidiary of Parent listed on the signature pages to this Agreement as a guarantor, each other Subsidiary of Parent added as a guarantor pursuant to Section 6.10 and each other Subsidiary that the Parent shall elect to add as a guarantor in its discretion.  “ Guarantor ” means any one of such Guarantors.

“ Guaranty ” means the guaranty given by each Guarantor under Section 10.18 or any other guaranty agreement entered into by such Guarantor in favor of the Collateral Agent and the other Secured Parties.

“ Hazardous Substance ” means any hazardous or toxic waste, substance or material defined as or regulated as “hazardous” or “toxic” or a “pollutant” by any Environmental Law, including dangerous waste (as defined under the Resource Conservation and Recovery Act or its regulations, as amended from time to time), any carcinogenic, mutagenic or infectious wastes or substances, petroleum and any constituent thereof, and any radioactive materials and waste; provided , however , the words “Hazardous Substance” shall not mean or include any such Hazardous Substance that may be naturally occurring in any ambient air, surface water, ground water, land surface or subsurface strata.

“ Hedging Agreement ” means an agreement relating to any swap, cap, floor, collar, option, forward, futures contract, cross right or obligation, or combination thereof or similar transaction, with respect to interest rate, foreign exchange, currency, commodity (including any of the commodities described in the definition of “Product”), commodity supply, credit or equity risk.

“ Hedging Obligations ” means, with respect to any Person, any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under any Hedging Agreements and any and all cancellations, buy backs, reversals, terminations or assignments of any of the foregoing.

“ Highest Lawful Rate ” means, with respect to the Technical Agent or any Lender, the maximum nonusurious rate of interest permitted to be charged by, as applicable, the

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Administrative Agent or such Lender under applicable laws (if any) of the United States or any state from time to time in effect.

“ Immaterial Subsidiary ” means any Subsidiary (other than an Excluded Subsidiary) of any Credit Party designated as such by the Borrowers’ Agent; provided , that , (i) the total assets of all Immaterial Subsidiaries, determined in accordance with GAAP as of the date of the most recent financial statements delivered pursuant to Section 6.3 , shall not exceed five percent (5%) of the Consolidated Total Assets of the Credit Parties and their Subsidiaries as of such date and (ii) the Consolidated EBITDA of all Immaterial Subsidiaries, calculated on a pro forma basis as if all such Immaterial Subsidiaries were Credit Parties for the purpose of such calculation, shall not exceed, as of any date of determination, 5% of the Consolidated EBITDA of all Credit Parties.  The Immaterial Subsidiaries as of the Restatement Effective Date are identified on Schedule 5.7 .

“ Increasing Lender ” has the meaning ascribed to such term in Section 2.4(c)(iii) .

“ Indebtedness ” means, as to any Person, without duplication:  (a) all indebtedness of such Person for borrowed money; (b) any other indebtedness which is evidenced by a bond, note debenture or similar instrument or upon which interest charges are traditionally paid; (c) all Capital Lease Obligations of such Person; (d) all obligations of such Person for the deferred purchase price of Property or services (except current trade accounts payable arising in the ordinary course of business and payable in accordance with customary trade practices); (e) all reimbursement obligations, contingent or otherwise, of such Person in respect of outstanding letters of credit, acceptances and similar obligations created for the account of such Person; (f) all indebtedness, liabilities, and obligations secured by any Lien on any Property owned by such Person even though such Person has not assumed or has not otherwise become liable for the payment of any such indebtedness, liabilities or obligations secured by such Lien; (g) net liabilities of such Person in respect of Hedging Obligations; (h) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person; (i) all obligations of such Person to pay the principal portion under any Synthetic Lease (calculated as the net present value of the rental payments thereunder with the implicit rate of interest of such Synthetic Lease as the discount factor); (j) all Indebtedness of another entity to the extent such Person is liable therefor (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor; (k) all Contingent Obligations of such Person with respect to Indebtedness of others; and (l) all mandatory obligations of such Person to purchase, redeem, retire or defease any Equity Interests in such Person or any other Person prior to June 20, 2022, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends.

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Loan Document and (b) to the extent not otherwise described in clause (a) , Other Taxes.

“ Ineligible Accounts Receivable ” means, as at any date of determination thereof, any Accounts of any Credit Party which do not comply with all of the following requirements:

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(a)           the Account has been created by the applicable Credit Party in the ordinary course of business from a completed, outright and lawful sale of goods (as such term is defined in the UCC), pursuant to which ownership has passed to the applicable account debtor on an absolute sales basis, or from the rendering of services by or on behalf of the applicable Credit Party and is deemed “earned” under the applicable service contract or other agreement or arrangement between the applicable Credit Party and the applicable account debtor;

(b)           the Account is Collateral hereunder and is subject to a first priority perfected Lien in favor of the Collateral Agent (subject only to Liens permitted by Section 7.2 );

(c)           the Account does not arise out of a bill and hold, ship-in-place, guaranteed sale, sale-and-return, consignment, progress billing, promotional (including samples), C.O.D. or cash in advance arrangement;

(d)           the Account is not subject to any prepayment, deposit, setoff, contra, offset, deduction, dispute, charge back, credit, counterclaim or other defense arising out of the transactions represented by the Account or independently thereof (including other sales to the same account debtor); provided , that ineligibility shall be limited to the amount thereof;

(e)           the applicable account debtor has finally accepted the goods or services from the sale out of which the Account arose and has not (i) objected to such account debtor’s liability thereon, (ii) rejected any of such services or goods or (iii) returned or repossessed any of such goods;

(f)            the applicable account debtor is not any Governmental Authority, unless such account debtor is the United States of America (or any agency, instrumentality, department or other political subdivision thereof) and all required actions under the U.S. Federal Assignment of Claims Act applicable to such Account and such Governmental Authority have been taken to approve and permit the assignment of rights to payment thereunder as determined by the Technical Agent in its reasonable discretion;

(g)           the applicable account debtor is not an Affiliate of any Credit Party or any of their Subsidiaries;

(h)           the applicable account debtor must have its principal place of business located within the United States or Canada, except for Accounts backed by a letter of credit in all respects acceptable to the Administrative Agent;

(i)            the Account is not evidenced by a promissory note or other instrument or by chattel paper;

(j)            the Account complies with all material Legal Requirements (including all usury laws, fair credit reporting and billing laws, fair debt collection practices and rules, and regulations relating to truth in lending and other similar matters);

(k)           the Account is in full force and effect and constitutes a legal, valid and binding obligation of the applicable account debtor enforceable in accordance with the terms thereof;

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(l)            the Account is denominated in and provides for payment by the applicable account debtor in Dollars or Canadian Dollars;

(m)          the Account has not been and is not required to be charged or written off as uncollectible in accordance with GAAP;

(n)           the Account is not owed by an account debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian, trustee, or liquidator of its assets, (ii) has had possession of all or a material part of its Property taken by any receiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or federal bankruptcy laws, (iv) has admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of its business; and

(o)           the Account is not owed by any account debtor which has sold all or a substantially all of its assets.

In addition to the forgoing, the total amount of Accounts owing to the Credit Parties by an account debtor in excess of such account debtor’s Concentration Limit of the total amount of Accounts owing to the Credit Parties by all account debtors shall also constitute “Ineligible Accounts Receivable” for purposes hereof, unless such Accounts exceeding such account debtor’s Concentration Limit are fully backed or secured by a letter of credit or credit insurance acceptable to the Agent.

“ Ineligible Inventory ” means, as at any date of determination thereof, any Inventory of any Credit Party which does not comply with all of the following requirements:

(a)           such Inventory is Collateral hereunder and is subject to a first priority perfected Lien in favor of the Administrative Agent (subject only to Liens permitted by Section 7.2 (other than a First Purchaser Lien));

(b)           such Inventory meets all applicable laws and standards imposed by any Governmental Authority having regulatory authority over it;

(c)           such Inventory is in good condition, is not returned, defective or damaged, and is currently usable or saleable in the normal course of business of the applicable Credit Party;

(d)           such Inventory is not work-in-process Inventory and is not remnants or tank heel Inventory;

(e)           such Inventory must not be in transit (except (x) between locations of the Borrowers, (y) in common carrier pipelines, or (z) in transit by railcar or barge under the control and ownership of the Credit Parties) and must be housed or stored in the United States or Canada at: (i) a real Property location either owned or leased by a Credit Party, but if leased so long as such leased facility is covered by a landlord’s waiver and access agreement reasonably acceptable to the Technical Agent in all respects from the owner of such leased facility pursuant to which such owner waives or subordinates any Lien it may claim against such Inventory, whether

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contractual or statutory, to the Lien in favor of the Collateral Agent against such Inventory and grants the Administrative Agent access to such leased facility, unless an appropriate reserve has been added to the Borrowing Base, (ii) a storage facility or terminal utilized by a Credit Party, so long as such storage facility or terminal is covered by a waiver agreement reasonably acceptable to the Technical Agent in all respects from the operator of such facility or terminal pursuant to which such operator waives or subordinates any Lien it may claim against such Inventory, whether contractual or statutory, to the Lien in favor of the Collateral Agent against such Inventory, acknowledges that it holds and controls such Inventory for the benefit of the Collateral Agent for purposes of perfecting the Collateral Agent’s Lien therein and grants the Collateral Agent access to such Inventory, unless an appropriate reserve has been added to the Borrowing Base, (iii) an Acceptable Location, or (iv) a railcar under the control of the Credit Parties;

(f)            such Inventory is not in the possession of or control of any bailee or any agent or processor for or customer of any Credit Party or any of their Subsidiaries, unless, with respect to a bailee, such bailee has executed and delivered to the Administrative Agent an access/subordination agreement reasonably acceptable to the Technical Agent in all respects subordinating any Lien it may claim in such Inventory, acknowledging that it holds and controls such Inventory for the benefit of the Collateral Agent for purposes of perfecting the Collateral Agent’s Lien therein and granting the Agent access to such Inventory or an appropriate reserve has been added to the Borrowing Base;

(g)           such Inventory must be adequately insured to the reasonable satisfaction of the Administrative Agent pursuant to insurance coverage required by this Agreement and the Security Documents;

(h)           such Inventory must not be on consignment;

(i)            such Inventory is not subject to a Lien (including any First Purchaser Lien), claim or right of any person other than the Credit Parties or the Collateral Agent, unless, with respect to any Lien (including any First Purchaser Lien), an appropriate reserve has been added to the Borrowing Base; and

(j)            such Inventory is not located on real Property or in bulk storage tanks that are subject to Permitted Non-Compete Liens unless the holder(s) of such Permitted Non-Compete Liens have entered into a collateral access agreement in form and substance satisfactory to the Collateral Agent in all respects which, among other things, will provide the Administrative Agent with access to any and all Inventory located on such real Property or in such bulk storage tanks and pursuant to which such holder(s) of such Permitted Non-Compete Liens have agreed to waive any Lien it may claim against such Inventory, whether contractual or statutory, to the Lien in favor of the Collateral Agent.

“ Initial Lenders ” means to the extent that they are Lenders under this Agreement, collectively, (a) Deutsche Bank AG, New York Branch, (b) Royal Bank of Canada, (c) BNP Paribas, New York Branch, (d) PNC Bank, National Association, and (e) Toronto Dominion Bank, New York Branch.

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“ Intellectual Property ” means all U.S. and foreign (a) patents, patent applications, patent disclosures, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions, and extensions thereof (“ Patents ”), (b) trademarks, service marks, trade names, domain names, logos, slogans, trade dress, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing (“ Trademarks ”), (c) copyrights and copyrightable subject matter (“ Copyrights ”), (d) rights of publicity, (e) moral rights and rights of attribution and integrity, (f) computer programs (whether in source code, object code, or other form), databases, compilations and data, technology supporting the foregoing, and all documentation, including user manuals and training materials, related to any of the foregoing, (g) trade secrets and all confidential information, know-how, inventions, proprietary processes, formulae, models, and methodologies, (h) all rights in the foregoing and in other similar intangible assets, (i) all applications and registrations for the foregoing, and (j) all rights and remedies against infringement, misappropriation, or other violation thereof.

“ Intellectual Property Security Agreement ” shall have the meaning attributed to such term in Section 5.21 .

“ Intercreditor Agreement ” means the Collateral Agency and Intercreditor Agreement dated as of the date hereof among the Collateral Agent, the holders of the Senior Notes party thereto, and the Credit Parties.

“ Interest Coverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of four fiscal quarters ending on such date to (b) Consolidated Interest Expense for such period.

“ Interest Option ” shall have the meaning specified in Section 2.8(a) .

“ Interest Payment Dates ” means (a) for Alternate Base Rate Borrowings (other than Swingline Loans), (i) the last Business Day of each fiscal quarter prior to the Termination Date, and (ii) the Termination Date; (b) for LIBOR Borrowings, (i) the end of the applicable Interest Period, and (ii) with respect to LIBOR Borrowings with an Interest Period in excess of three months, an Interest Payment Date shall also occur on each day that occurs at three month intervals from the first day of such Interest Period; and (c) for Swingline Loans, (i) the last Business Day of each calendar month prior to the earlier to occur of the Termination Date or the date such Swingline Loans are required to be paid with proceeds of Working Capital Revolving Loans or Acquisition Revolving Loans in accordance with Section 2.16(c) , and (ii) the earlier to occur of the Termination Date or the date such Swingline Loans are required to be paid with proceeds of Working Capital Revolving Loans or Acquisition Revolving Loans in accordance with Section 2.16(c) .

“ Interest Period ” means the period commencing on the date of the applicable LIBOR Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is one, two, three or six months (or, with the consent of each Lender, nine or twelve months) thereafter, as the Borrower’s Agent may elect in accordance herewith; provided , however , that (a) if an Interest Period would end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless such next succeeding Business Day would fall in the next calendar month, in which

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case such Interest Period shall end on the next preceding Business Day, (b) no Interest Period shall end later than the Termination Date, and (c) interest shall accrue from and including the first day of an Interest Period to, but excluding, the last day of such Interest Period.

“ Inventory ” means all inventory (as such term is used in the UCC), goods and merchandise now owned and hereafter acquired by any Credit Party, wherever located, to be furnished under any contract of service or held for sale or lease, all returned goods, raw materials, other materials and supplies of any kind, nature or description which are or will be used or consumed in the business of any Credit Party or any of their Subsidiaries or used in connection with the packing, shipping, advertising, selling or finishing of such goods, merchandise and such other personal property, and all documents of title or other documents representing any of them.

“ Investment ” means the purchase or other acquisition of any securities or Indebtedness of, or the making of any loan, advance, extension of credit or capital contribution to (or the transfer of Property having the effect of any of the foregoing), or the incurring of any Contingent Obligation in respect of the Indebtedness of, any Person (in each case other than accounts receivable arising in the ordinary course of business).  The amount of any Investment shall be determined as the initial cost of such Investment and all additional costs of such Investment less the aggregate amount of all repayments of principal and returns of capital on such Investment; provided that the amount of any Investment shall not be less than zero.

“ Investment Grade Rating ” means with respect to any Person, the long term senior unsecured noncredit enhanced credit rating of which is BBB- or higher by S&P, if rated by S&P, Baa3 or higher by Moody’s, if rated by Moody’s, or BBB- or higher by Fitch, if rated by Fitch.

“ IRS ” means the United States Internal Revenue Service.

“ Issuance Cap ” with respect to the obligation of an Issuing Bank to issue any Letter of Credit pursuant to Section 2.15 , the aggregate amount of outstanding Letter of Credit Exposure Amount attributable to Letters of Credit issued by such Issuing Bank (in its capacity as an Issuing Bank) as set forth below:

“ Issuing Bank ” each of Deutsche Bank AG, New York Branch, BNP Paribas, New York Branch, PNC Bank, National Association, and upon designation by the Parent each such additional Lender that agrees to act in such capacity (so long as each such Person remains a Working Capital Revolving Lender), in its respective capacity as an issuer of any Letter of Credit pursuant to this Agreement.  With respect to any Letter of Credit, “Issuing Bank” shall mean the applicable issuer thereof.

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“ Joinder Agreement ” means any agreement, in Proper Form, executed by a Subsidiary of a Credit Party from time to time in accordance with Section 6.10 , pursuant to which such Subsidiary joins in the execution and delivery of this Agreement or any other Loan Document.

“ Krimbill Parties ” means Michael Krimbill, KrimGP2010, LLC, Krim2010, LLC and any trusts or family partnerships of Michael Krimbill and his family members established for estate planning purposes; provided , that KrimGP2010, LLC, Krim2010, LLC and such trusts or family partnerships are directly or indirectly controlled by Michael Krimbill.

“ LC Collateral Account ” shall have the meaning specified for such term in Section 2.15(i) .

“ Leasehold Property ” means any leasehold interest of any Credit Party as lessee under any lease of a Real Property Asset.

“ Legal Requirement ” means any law, statute, ordinance, decree, requirement, order, judgment, rule, regulation (or interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority.

“ Lender” or “Lenders ” shall have the meaning specified in the preamble of this Agreement.  Unless the context otherwise requires, the term “Lenders” shall include the Swingline Lender.

“ Letter of Credit Advances ” means all sums which may from time to time be paid by any and all of the Working Capital Revolving Lenders pursuant to any and all of the Letters of Credit, together with all other sums, fees, reimbursements or other obligations which may be due to the Administrative Agent, any Issuing Bank or any of the Working Capital Revolving Lenders pursuant to any of the Letters of Credit.

“ Letter of Credit Exposure Amount ” means at any time the sum of (a) the aggregate undrawn amount of all Letters of Credit outstanding at such time plus (b) the aggregate amount of all Letter of Credit Advances for which the Working Capital Revolving Lenders have not been reimbursed and which remain unpaid at such time.  The Letter of Credit Exposure Amount of any Working Capital Revolving Lender at any time shall be its Working Capital Commitment Percentage of the aggregate Letter of Credit Exposure Amount at such time.

“ Letters of Credit ” means Standby Letters of Credit and Trade Letters of Credit.  Letter of Credit means any one of the Standby Letters of Credit or Trade Letters of Credit.

“ Leverage Ratio ” means, as of any date of determination, the ratio of (a) Total Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.

“ LIBOR ” means, with respect to each Interest Period for each LIBOR Borrowing, the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in United States Dollars for a period equal in length to such Interest Period as displayed on Reuters Screen LIBOR01 Page (or any successor or substitute page or service providing quotations of interest rate available to dollar deposits in the London interbank market comparable to those currently provided on such page, as determined by the Administrative Agent from time to time) at approximately 11:00 a.m. London

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time, two (2) Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period.  In the event that such rate is not available at such time for any reason, then “LIBOR” with respect to such LIBOR Borrowing for such Interest Period shall be the arithmetic average (rounded to the nearest 1/100 of 1%) of the offered quotation to first-class banks in the interbank Eurodollar market by the Administrative Agent for US dollar deposits of an amount in same day funds comparable to the outstanding principal amount of the Eurodollar Rate Loan of the Administrative Agent for which an interest rate is then being determined with maturities comparable to the Interest Period to be applicable to such Eurodollar Rate Loan, determined as of 11:00 a.m. (London time) on the date which is two (2) Business Days prior to the commencement of such Interest Period.  Notwithstanding the foregoing, if LIBOR shall at any time be less than zero, such rate shall be deemed to be zero at such time for the purposes of this Agreement.

“ LIBOR Borrowing ” means, as of any date, that portion of the principal balance of the Revolving Loans bearing interest at the Adjusted LIBOR Rate as of such date and having the same Interest Period.

“ LIBOR Lending Office ” means, with respect to any Revolving Lender, the office of such Revolving Lender specified as its “LIBOR Lending Office” in the Administrative Questionnaire, or (if no such office is specified, its Domestic Lending Office), or such other office of such Revolving Lender as such Revolving Lender may from time to time specify in writing to the Borrower’s Agent and the Administrative Agent.

“ LIBOR Rate ” with respect to each day during each Interest Period pertaining to a LIBOR Borrowing, a rate per annum determined for such date in accordance with the following formula (rounded upwards to the nearest 1/100th of 1%):

“ Lien ” means, with respect to any asset of any Person, (a) any mortgage, pledge, charge, encumbrance, security interest, collateral assignment or other lien or restriction of any kind on such asset, whether based on common law, constitutional provision, statute or contract, (b) the interest of any vendor or a lessor under any conditional sale agreement, title retention agreement or capital lease relating to such asset, (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities, or (d) any other right of or arrangement with any creditor to have such creditor’s claim satisfied out of such assets, or the proceeds therefrom, prior to the general creditors of such Person owning such assets.

“ Loan Documents ” means this Agreement, the Notes, the Applications, the Security Documents, the Guaranties, the Joinder Agreements, the Letters of Credit, the Intercreditor Agreement, all instruments, certificates and agreements now or hereafter executed and delivered to any Agent and/or the Lenders in connection with or pursuant to any of the foregoing (including any fee letter relating to the transactions contemplated by this Agreement but excluding any agreements in respect of Bank Products), and all amendments, modifications, renewals, extensions, increases and rearrangements of, and substitutions for, any of the foregoing.

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“ Loans ” means the Revolving Loans and the Swingline Loans.  Loan means any one of the Revolving Loans or the Swingline Loans.

“ Major Permitted Business Expansion Project ” means a Permitted Business Expansion Project with respect to which one or more Credit Parties have made Capital Expenditures in excess of $5,000,000.

“ Market Value ” means the spot market price for Product (other than Eligible RIN Inventory) as of the last day in the period covered by the latest Borrowing Base Certificate as determined by a market price provider customarily used for such Product (including, but not limited to, Nymex, OPIS, Argus, and Platts) customarily used for such Product and location and reasonably acceptable to the Technical Agent.  With respect to RINs, (x) Attached RINs shall not be deemed to have a “Market Value” separate from the underlying Product to which they are attached and (y) the aggregate “Market Value” of all Eligible RIN Inventory at any time, shall equal the sum of (i) the value of all such Eligible RIN Inventory at such time determined from market price providers in accordance with the immediately preceding sentence, less (ii) the RIN Inventory Excess Setoff, if any, at such time.

“ Material Adverse Effect ” means (a) a material adverse change in or a material adverse effect on the business, assets (including the Collateral), operations, financial condition of the Credit Parties (taken as a whole), (b) a material impairment of the ability of the Borrowers or the Guarantors (taken as a whole) to perform any of their respective obligations under this Agreement, the Notes or any other Loan Document; (c) the legality, validity, binding effect or enforceability of this Agreement, the Notes or any other Loan Document, or (d) a material impairment of the rights of, remedies of or benefits available to the Secured Parties under this Agreement, the Notes or any other Loan Document.

“ Material Disposition ” means any Disposition of Property or series of related Dispositions of Property that either has a fair market value, or yields gross proceeds to the Credit Parties in excess of $5,000,000.

“ Material Lease ” means any lease agreement with respect to a Material Leasehold Property.

“ Material Leasehold Property ” means Leasehold Property with annual rental payments in excess of $1,250,000.

“ Maximum Commitment ” means $2,065,000,000.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Mortgage ” means (a) a security instrument (whether designated as a deed of trust, a deed to secure debt, a mortgage, a leasehold mortgage, a leasehold deed of trust, a leasehold deed to secure debt, an assignment of leases and rents or by any similar title) executed and delivered by any Credit Party in substantially the form of Exhibit H annexed hereto, or in such other form as may be approved by the Collateral Agent, in each case with such changes thereto as may be recommended by the Collateral Agent’s local counsel based on local laws or customary local practices, and (b) at the Collateral Agent’s option, an amendment to an existing Mortgage, in form

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satisfactory to the Technical Agent, adding any Real Property Assets to the Mortgaged Property encumbered by such existing Mortgage, in either case as such security instrument or amendment may be amended, supplemented or otherwise modified from time to time.  “ Mortgages ” means all such instruments.

“ Mortgaged Property ” has the meaning specified for such term in Section 6.18(a) .

“ Multiemployer Plan ” means a plan as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

“ Natural Gas ” means natural gas and Natural Gas Liquids (including propane).

“ Natural Gas Liquids ” means liquid hydrocarbons, including as ethane, propane, butane, and pentane, that in each case, are extracted from field gas.

“ Net Liquidating Value ” means, with respect to any Commodity Account, the sum of (i) the aggregate marked-to-market value of all futures positions, (ii) the aggregate liquidation value of all option positions, (iii) the cash balance, in each case credited to such Commodity Account and (iv) Cash Equivalents credited to such Commodity Account.

“ Net Open Position ” with respect either Crude Oil, Natural Gas Liquids, Refined Petroleum Products and Renewable Products, as applicable, the absolute value of the number of barrels of such Product obtained by subtracting (a) the sum of (i) the number of barrels of such Product which the Credit Parties have committed to buy, or can be required to buy, or will receive under a Commodity Contract, on a future date at a fixed price; and (ii) the number of barrels of such Product that the Credit Parties have in Inventory from (b) the number of barrels of such Product that the Credit Parties have committed to sell, or can be required to sell, or will deliver under a Commodity Contract, on a future date at a fixed price.

“ Net Proceeds ” means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans and amounts owed under the Senior Notes) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer); provided that “Net Proceeds” shall be reduced by the amount thereof required by the Note Purchase Agreement to be offered to repurchase the Senior Notes pursuant to Section 8.4 of the Note Purchase Agreement; provided

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further that such reduction of the “Net Proceeds” shall not exceed an amount equal to the total amount of Net Proceeds (prior to giving effect to the reduction) multiplied by a fraction (x) the numerator of which is the aggregate principal amount of the Senior Notes then outstanding and (y) the denominator of which is the sum of the aggregate principal amount of the Obligations and the “Note Obligations” (as defined in the Note Purchase Agreement) and provided further that, with respect to any proposed prepayment to the Senior Noteholders, the difference of (x) the amount required to be offered to the Senior Noteholders to repurchase the Senor Notes under the Note Purchase Agreement less (y) the amount of repurchases actually accepted by Senior Noteholders for the repurchase of Senior Notes in connection with such proposed prepayment shall be deemed to be “Net Proceeds” available exclusively for the repayment of the Loans, subject to Section 2.5 hereof.

“ New Revolving Lender ” has the meaning ascribed to such term in Section 2.4(c) .

“ NGL Operating ” means NGL Energy Operating, L.L.C.

“ Non-Consenting Lender ” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all affected Lenders in accordance with the terms of Section 10.10 and (b) has been approved by the Required Lenders.

“ Non-ECP Collateral ” means the Collateral provided by the Non-ECP Grantors.

“ Non-ECP Grantor ” means each Grantor that is not an ECP Grantor.

“ Note Purchase Agreement ” means the Note Purchase Agreement dated as of June 19, 2012, by and among the Parent and the “Purchasers” party thereto, as such agreement may be modified, amended, restated, supplemented, joined or restated in accordance with its terms, or as replaced in its entirety.

“ Notes ” means the Acquisition Revolving Credit Notes, the Working Capital Revolving Credit Notes and the Swingline Note.  “ Note ” means any one of such promissory notes.

“ Obligations ” means all advances to, and debts, liabilities, obligations, fees, costs, indemnities, covenants, performance and duties of, any Credit Party arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit, Qualified Hedging Agreement, or Qualified Bank Product in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees and other obligations that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding (or that would accrue or arise but for the commencement of any such case).

“ Obligee ” and “ Obligees ” shall have the meanings assigned to such terms in Section 10.17 .

“ Organizational Documents ” means, with respect to a corporation, the certificate of incorporation, articles of incorporation and bylaws of such corporation; with respect to a limited partnership, the limited partnership agreement and certificate of limited partnership of such limited

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partnership; with respect to a joint venture, the joint venture agreement establishing such joint venture; with respect to a limited liability company, the articles of organization or certificate of formation and regulations or limited liability company agreement of such limited liability company; and with respect to a trust, the instrument establishing such trust; in each case including any and all modifications thereof as of the date of the Loan Document referring to such Organizational Document and any and all future modifications thereof.

“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Other Taxes ” means all present or future stamp, or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except for any such Taxes imposed by an assignment or participation under any Loan Document.

“ Parent ” shall have the meaning specified in the preamble to this Agreement.

“ Parent Preferred Equity ” means the class A preferred Equity Interests in the Parent.

“ Participant Register ” has the meaning specified in Section 10.11(b) .

“ Parties ” means all Persons other than the Administrative Agent, the Collateral Agent, the Technical Agent and any Lender executing any Loan Documents.

“ Partners’ Capital ” means, as of the date of determination, the aggregate value of the capital accounts of the partners of Parent as shown on Parent’s consolidated balance sheet contained in the most recent financial statements delivered pursuant to Section 6.3 .

“ Patents ” shall have the meaning specified for such term in the definition of “Intellectual Property.”

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Perfection Certificate ” means a certificate dated as of the date hereof, duly executed by the Credit Parties and in form and substance satisfactory to the Technical Agent, describing the Credit Parties’ Properties owned or leased as of the date hereof, and certifying to the other matters contained therein.

“ Permitted Acquisition ” means the acquisition by the Credit Parties, in one or a series of related transactions, of all or substantially all of the assets of one or more Persons, or all of the Equity Interests of any Person, or assets constituting a separate line of business, division, or operating location, or any other acquisition of assets classified as a “business combination” in accordance with GAAP, in each case by purchase, merger or otherwise; provided , that such

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transaction or series of related transactions is not otherwise prohibited by this Agreement and each of the following conditions are met:

(a)                                  the Credit Parties comply with the requirements of Sections 6.5 , 6.10 and 6.18 of this Agreement in connection with such Permitted Acquisition;

(b)                                  the assets acquired or the assets of the Person so acquired are free and clear of all Liens other than Liens permitted under Section 7.2 ;

(c)                                   any such Person acquired is organized in the United States or Canada;

(d)                                  the acquired assets, or the assets of the Person so acquired, are located in the United States or Canada and substantially all of such assets are energy-related and master limited partnership-qualified after giving effect to such Permitted Acquisition;

(e)                                   except for financing the portion of the purchase price attributable to acquired working capital assets, no Working Capital Revolving Loans are used to finance such acquisition or any costs, fees, expenses or other amounts related to such transaction or series of related transactions;

(f)                                    the Lenders shall have received at least five (5) Business Days (or such lesser period as is acceptable to Administrative Agent) prior to the applicable Acquisition Determination Date, (A) a certificate executed by a Responsible Officer of the Credit Parties setting forth calculations demonstrating that immediately after giving effect to such Permitted Acquisition, the Credit Parties are in pro forma compliance with the financial covenants set forth in Section 7.11 , and (B) if an adjustment is being made to Consolidated EBITDA in connection with such acquisition, a copy of the acquisition model prepared by the Parent; provided , however , the Borrower will additionally deliver (i) to the extent available, annual financial statements (including audited financial statements) for the business to be acquired prepared by the seller for the three year period prior to the Acquisition Determination Date, and (ii) to the extent available, financial statements for the most recent interim period prior to the Acquisition Determination Date;

(g)                                   no Credit Party shall, in connection with any such transaction or series of related transactions, assume or remain liable with respect to any Indebtedness of the applicable sellers or the business, Person or assets acquired except to the extent permitted under Section 7.1 ;

(h)                                  all transactions in connection therewith shall be consummated in all material respects in accordance with all applicable laws of all applicable Governmental Authorities;

(i)                                      the Administrative Agent shall have received such further due diligence information as it may reasonably request, including information regarding any Accounts and Inventory to be acquired in such transaction or series of related transactions;

(j)                                     no Default or Event of Default then exists or would result therefrom; and

(k)                                  the acquisition is consensual and has been approved by the board of directors or other governing body of the Person so acquired.

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“ Permitted Affiliate Transactions ” means any of the following:  (a) transactions between Credit Parties; (b) customary directors’ fees, customary directors’ indemnifications and similar arrangements for officers and directors of the Credit Parties entered into in the ordinary course of business, together with any payments made under any such indemnification arrangements; (c) customary and reasonable loans, advances and reimbursements to officers, directors and employees of the Credit Parties for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business; (d) the incurrence of intercompany Indebtedness permitted pursuant to Section 7.1(d)  and Contingent Obligations permitted pursuant to Section 7.1(e) , (e) employment agreements and arrangements entered into with directors, officers and employees of the Credit Parties in the ordinary course of business; (f) Cash Dividends permitted by Section 7.10(b) ; (g) other transactions, contracts or agreements existing on the Restatement Effective Date and which are set forth on Schedule 7.6 attached hereto, together with any renewals and extensions of such existing transactions, contracts or agreements, so long as such renewals and extensions are upon terms and conditions substantially identical to the terms and conditions set forth in such existing transactions, contracts and agreements (or otherwise no less favorable to the Credit Parties, as applicable); and (h) other transactions between a Credit Party and any Person that is a seller in any Permitted Acquisition or an Affiliate of such a Person entered into prior to (or in conjunction with the closing of) and as part of such Permitted Acquisition and such Person becomes a director, officer or employee of a Credit Party as a result of such Permitted Acquisition.

“ Permitted Business Expansion Project ” means an expansion of the Credit Parties’ business through the construction of fixed or capital assets provided each of the following conditions are met:

(a)                                  the assets of such expansion are acquired and owned by such Credit Party free and clear of all Liens other than Liens permitted under Section 7.2 and (ii) pledged as Collateral pursuant to the terms of the Loan Documents, and the Collateral Agent is granted a first priority, perfected Lien therein (subject, as to priority, only to Liens permitted under Section 7.2(d) , (e)  and (f) );

(b)                                  substantially all of the acquired assets are master limited partnership-qualified energy-related assets after giving effect to such Permitted Business Expansion Project;

(c)                                   no Working Capital Revolving Loans are used to finance such expansion or any costs, fees, expenses or other amounts relating thereto;

(d)                                  the Administrative Agent shall have received at least five Business Days (or such lesser amount as is acceptable to the Administrative Agent) prior notice of the proposed expansion, which notice shall include the following in connection with any project that involves a capital investment of $5,000,000 or more: (i) a description of the project and a summary financial analysis supporting the decision to undertake an expansion of the Credit Parties’ business through construction of fixed or capital assets, and (ii) a certificate executed by a Responsible Officer of the Credit Parties setting forth calculations demonstrating (A) that immediately after giving effect to such Permitted Business Expansion Project, the Credit Parties are in pro forma compliance with the financial covenants set forth in Section 7.11 , and (B) the EBITDA attributable to the contracts to be acquired in connection with such project;

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(e)                                   no Credit Party, in connection with any such expansion, incurs or assumes any Indebtedness except to the extent permitted under Section 7.1(a) ;

(f)                                    all transactions in connection therewith shall be consummated in accordance with all applicable laws in all material respects of all applicable Governmental Authorities; and

(g)                                   no Default or Event of Default then exists or would result therefrom.

“ Permitted Disposition ” means a Disposition permitted by Section 7.4 .

“ Permitted Holder ” means Michael Krimbill and each Krimbill Party, so long as such Krimbill Party is controlled, directly or indirectly, by Michael Krimbill.

“ Permitted Indebtedness ” means Indebtedness permitted by Section 7.1 .

“ Permitted Non-Compete Agreement ” means an agreement entered into in connection with a Permitted Acquisition between one or more Credit Parties and the relevant sellers and other related parties pursuant to which such Credit Party agrees to pay a portion of the Acquisition Consideration for a Permitted Acquisition over time in exchange for non-compete, non-solicitation, confidentiality or other undertakings from such sellers and other related parties as part of such Permitted Acquisition; provided that such non-compete, non-solicitation, confidentiality or other undertakings shall be in Proper Form in any case where the seller thereunder is granted a Lien over any asset of any Credit Party.

“ Permitted Non-Compete Indebtedness ” shall mean Indebtedness consisting of deferred purchase price, seller notes, and other obligations owing to the sellers or related parties in connection with a Permitted Acquisition; provided , that (a) any such Indebtedness incurred in connection with any Permitted Acquisition shall not exceed 25% of the total Acquisition Consideration therefor, and (b) no such Indebtedness shall be payable over a period exceeding 10 years from the date of the initial closing date of such Permitted Acquisition.

“ Permitted Non-Compete Liens ” shall mean any Lien in favor of a seller or related party securing Permitted Non-Compete Indebtedness owing to such seller and/or related party in connection with a Permitted Acquisition; provided , that (a) such Lien may only attach to real Property and bulk storage tanks acquired from such seller or a related party in the Permitted Acquisition in connection with which such Permitted Non-Compete Indebtedness was incurred and no other Property, and (b) the aggregate Fair Market Value of all real Property and bulk storage tanks subject to such Liens shall not, at any time, exceed 2.5% of Partners’ Capital, (c) the documentation relating to such Liens shall be in form and substance reasonably acceptable to the Technical Agent, and (d) such real Property and bulk storage tanks shall be subject to second priority Liens (junior only to such Permitted Non-Compete Liens and to Liens permitted by Section 7.2(d) , (e)  and (f) ) and Mortgages in favor of the Collateral Agent.

“ Permitted Purpose ” means (a) with respect to Working Capital Revolving Loans, to fund the Borrowers’ (i) working capital requirements, (ii) payment of the portion of the purchase price for Permitted Acquisitions that is attributable to acquired working capital assets, and (iii) other general corporate purposes of the Credit Parties (other than for the purposes specified below in clauses (b)(i) and (ii) pertaining to the Acquisition Revolving Loans), and (b) with respect to

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Acquisition Revolving Loans, to fund (i) the acquisition and construction of Permitted Business Expansion Projects, (ii) payment of the purchase price for Permitted Acquisitions; and (iii) general corporate purposes of the Credit Parties (other than for the purposes of making payments on the Working Capital Revolving Loans (including without limitation to cover any Borrowing Base Shortfall) or to reimburse Letter of Credit Advances).

“ Permitted Senior Note Prepayments ” means the prepayments required to be made by NGL Energy Partners LP to the Senior Noteholders as of each December 19 th  and June 19 th , during the term of this Agreement, commencing with December 19, 2017, in the amount of $25,000,000 on each such date, under Section 8.1 of the Note Purchase Agreement.

“ Permitted Term Indebtedness ” has the meaning specified in Section 7.1(l) .

“ Permitted Term Indebtedness Agreement ” means any indenture, note purchase agreement, credit agreement or other similar agreement by and among any Credit Party, as issuer or borrower, and any trustee, agent, note purchaser or lender pursuant to which any Permitted Term Indebtedness is issued or incurred in accordance with Section 7.1(l) , as the same may be amended, restated, supplemented or otherwise modified from time to time to the extent permitted under this Agreement.

“ Person ” means any individual, corporation, business trust, unincorporated organization or association, partnership, joint venture, limited liability company, Governmental Authority or any other form of entity.

“ Plan ” means any plan subject to Title IV of ERISA, other than a Multiemployer Plan, which is sponsored, maintained, or contributed to by any Credit Party or any ERISA Affiliate of any Credit Party or with respect to which any Credit Party or any ERISA Affiliate of any Credit Party is required to contribute or otherwise has any liability.

“ PPSA ” means the Personal Property Security Act (Alberta), as in effect from time to time.

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by the Administrative Agent, at its principal office in New York, New York as its prime lending rate.  Without notice to any Credit Party or any other Person, the Prime Rate shall change automatically from time to time as and in the amount by which said prime rate shall fluctuate, with each such change to be effective as of the date of each change in such prime rate.  Any change in the interest rate resulting from a change in the “Prime Rate” shall become effective as of 12:01 a.m. of the Business Day on which such change in the “Prime Rate” is announced by the Administrative Agent.  THE PRIME RATE IS A REFERENCE RATE AND DOES NOT NECESSARILY REPRESENT THE LOWEST OR BEST RATE ACTUALLY CHARGED BY DEUTSCHE BANK AG, NEW YORK BRANCH OR SUCH SUCCESSOR FINANCIAL INSTITUTION TO ANY OF ITS CUSTOMERS.  DEUTSCHE BANK AG, NEW YORK BRANCH OR SUCH SUCCESSOR FINANCIAL INSTITUTION MAY MAKE COMMERCIAL LOANS OR OTHER LOANS AT RATES OF INTEREST AT, ABOVE AND BELOW THE PRIME RATE.

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“ Principal Office ” means the principal office in New York City of the Administrative Agent, the Collateral Agent and the Technical Agent, or such other place as such Agent may from time to time by notice to the Borrowers’ Agent designate.

“ Product ” means physical energy commodities, including Crude Oil, Natural Gas Liquids, asphalt, recycled water, Refined Petroleum Products, Renewable Products and Eligible RIN Inventory.

“ Product Position Report ” means a report in form and substance satisfactory to the Administrative Agent detailing inventory, derivative contracts on Product, including futures, and fixed price Product purchase and sale agreements.

“ Prohibited Transaction ” means any non-exempt transaction set forth in Section 406 of ERISA or Section 4975 of the Code.

“ Proper Form ” means in form and substance reasonably satisfactory to the Technical Agent as of the time of delivery and execution.

“ Property ” means any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

“ Qualified Bank Product ” means a Bank Product that at the time of entry into such product, was entered between a Credit Party and a Qualified Counterparty.

“ Qualified Bank Product Obligation ” means the Obligations arising from each Qualified Bank Product.

“ Qualified Bank Product Percentage ” means, at any time, the percentage equivalent (expressed as a decimal rounded to the sixth decimal place) of the Qualified Bank Product Obligations divided by the Total Qualified Obligations, in each case, at such time.

“ Qualified Counterparty ” means any counterparty to a Hedging Agreement or Bank Product entered into between any Credit Party and a Person that, at the time such Hedging Agreement or Bank Product was entered into, is a Lender or an Affiliate of a Lender; provided that any such Person that is not a Lender at such time shall be a “Qualified Counterparty” with respect to a Hedging Agreement or Bank Product solely to the extent such Person has delivered a duly executed Qualified Counterparty Joinder.

“ Qualified Counterparty Joinder ” means a joinder agreement executed and delivered by a counterparty to a Hedging Agreement in substantially the form of Exhibit O .

“ Qualified Hedging Agreement ” means a Hedging Agreement that at the time of entry into the specific trade or execution of the applicable confirmation, was entered between a Credit Party and a Qualified Counterparty, as determined by the Technical Agent in its discretion exercised in good faith.

“ Qualified Hedging Obligation ” means the Obligations arising from each Qualified Hedging Agreement; provided that for any date of determination of the Borrowing Base, the

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aggregate amount of such obligations shall be the sum of the aggregate net amount that would be due from each Borrower to each Qualified Counterparty under each Qualified Hedging Agreement if such date were designated an “early termination date” (or its equivalent) or a “termination event” (or its equivalent ) under each such Qualified Hedging Agreement.

“ Qualified Hedging Percentage ” means, as at any time, the percentage equivalent (expressed as a decimal rounded to the sixth decimal place) of the Qualified Hedging Obligations divided by the Total Qualified Obligations, in each case, at of such time.

“ Qualified Obligation Aggregate Cap ” $300,000,000, which shall be allocated to Qualified Counterparties by the Technical Agent in its sole discretion.

“ Quarterly Unaudited Financial Statements ” means the quarterly unaudited financial statements of the Parent and its Subsidiaries, which statements shall include (a) a balance sheet as of the end of the respective fiscal quarter, (b) a statement of operations for such respective fiscal quarter and for the fiscal year to date setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year (to the extent that the Parent was in existence during such corresponding period) and (c) a statement of cash flows for the fiscal year to date setting forth in comparative form the corresponding figures in the corresponding period of the preceding fiscal year (to the extent that the Parent was in existence during such corresponding period), all prepared in reasonable detail and in accordance with GAAP and certified by a Financial Officer of Borrower’s Agent as fairly and accurately presenting in all material respects the financial condition and results of operations of the Parent and its Subsidiaries, on a consolidated basis, at the dates and for the periods indicated therein, subject to normal year-end adjustments.  The Quarterly Unaudited Financial Statements for the Credit Parties shall be prepared on a consolidated basis and shall also include business line financial statements prepared in reasonable detail.

“ Rate Selection Date ” means that Business Day which is (a) in the case of an Alternate Base Rate Borrowing, the day prior to such borrowing, or (b) in the case of a LIBOR Borrowing, the date three (3) Business Days preceding the first day of any proposed Interest Period for such LIBOR Borrowing.

“ Rate Selection Notice ” shall have the meaning specified in Section  2.8(b)(i) .

“ Real Property Asset ” means, at any time of determination, any fee ownership or leasehold interest of any Credit Party in or to any real Property.

“ Reallocated Amount ” means, with respect to any Facility, the amount of the unused Revolving Commitments of such Facility reallocated to the Revolving Commitments of any other Facility pursuant to a Reallocation Request; provided , that the total Reallocated Amount shall not exceed the lesser of (a) the unused Revolving Commitments of such Facility on the date of such request, and (b) $400,000,000 (as such amount may be reduced from time to time in accordance with Section 2.4(a) ).

“ Reallocation Period ” means a period, not to exceed 180 days, during which a portion of the unused Revolving Commitments of any single Facility has been reallocated to the Revolving Commitments of any other Facility pursuant to a Reallocation Request.  There may be no more

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than three (3) Reallocation Periods per Facility per fiscal year.  As of the Restatement Effective Date, the number of Reallocation Periods utilized in the current fiscal year shall be deemed to be zero.

“ Reallocation Request ” means a written request from Borrowers’ Agent to reallocate up to $400,000,000 of the unused Revolving Commitments of any single Facility to the Revolving Commitments of any other Facility, which request shall provide the amount of the reallocation (not to exceed the Reallocated Amount) and specify the Reallocation Period.

“ Receivables ” means and include all of the accounts, instruments, documents, chattel paper and general intangibles of the Credit Parties, whether secured or unsecured, whether now existing or hereafter created or arising, and whether or not specifically assigned to the Collateral Agent.

“ Recipient ” means (a) any Agent, (b) any Lender, or (c) any Issuing Bank, as applicable.

“ Refinancing Indebtedness ” means any Indebtedness of the Credit Parties issued in exchange for, or the Net Proceeds of which are used to extend, refinance, renew, replace, defease or refund, other Indebtedness of such Person, provided , that :

(a)                                  the principal amount of such Refinancing Indebtedness does not exceed the sum of (i) the then outstanding principal amount of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded, and (ii) the reasonable and customary transactional costs and expenses incurred by the Credit Parties in connection with incurring such Refinancing Indebtedness;

(b)                                  the interest rate or rates to accrue under such Refinancing Indebtedness reflect current market rates available to similarly situated borrowers in substantially similar financings to the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded;

(c)                                   the maturities, amortization schedules, covenants, defaults, remedies, subordination provisions, collateral security provisions (or absence thereof) and other terms of such Refinancing Indebtedness are in each case, as determined by the Technical Agent in its reasonable discretion, substantially the same as, or more favorable to the applicable Credit Party as those in the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded; and

(d)                                  no Default or Event of Default has occurred and is continuing or would result from the issuance or origination of such Refinancing Indebtedness.

“ Refined Petroleum Products ” means product from the refining of crude oil, including diesel fuel, gasoline, jet fuel and other heavier fuel oils but excluding Natural Gas Liquids.

“ Regulation D ” means Regulation D of the Board of Governors of the Federal Reserve System from time to time in effect and shall include any successor or other regulation relating to reserve requirements applicable to member Lenders of the Federal Reserve System.

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

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“ Renewable Products ” means fuels produced from renewable resources, including biodiesel and ethanol.

“ Reportable Event ” means a “reportable event” as defined in Section 4043(c) of ERISA, excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation.

“ Request for Extension of Credit ” means a written request for extension of credit substantially in the form of Exhibit E attached hereto.

“ Requested Increase Amount ” has the meaning ascribed to such term in Section 2.4(c) .

“ Requested Increase Effective Date ” has the meaning ascribed to such term in Section 2.4(c) .

“ Required Lenders ” means Lenders having greater than 50% of the aggregate amount of the outstanding Revolving Loans, Letter of Credit Exposure Amount, Swingline Exposure and, prior to the termination of the Total Commitment, Unused Commitment.  No Defaulting Lender shall be taken into account for any purpose in determining whether the Required Lenders have authorized or taken any action contemplated in this Agreement or any of the other Loan Documents.

“ Responsible Officer ” means, with respect to any Person, the chief executive officer, chief operating officer, president, chief financial officer, treasurer, controller, or general counsel (if any) of such Person.

“ Restatement Effective Date ” means the date on which the conditions specified in Section 4.2 are satisfied (or waived in accordance with Section 10.10 ).

“ Retail Account ” means, with respect to any Account, an Account created by the retail sale of propane or other hydrocarbon fuel product to an individual or small business.

“ Revaluation Date ” means with respect to any Letter of Credit, each of the following:  (i) each date of issuance of a Letter of Credit denominated in Canadian Dollars, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the Issuing Bank under any Letter of Credit denominated in Canadian Dollars.

“ Revolving Availability ” means, at any time, the sum of the Acquisition Facility Availability and the Working Capital Facility Availability at such time.

“ Revolving Commitments ” means collectively, the Acquisition Revolving Commitment and the Working Capital Revolving Commitment.

“ Revolving Lenders ” means the Acquisition Revolving Lenders and the Working Capital Revolving Lenders.

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“ Revolving Loans ” means the Acquisition Revolving Loans and the Working Capital Revolving Loans.

“ RFS ” means the Renewable Fuel Standard of the United States Environmental Protection Agency in accordance with according to the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007.

“ RIN ” means renewable identification number assigned for the purpose of tracking the production, use and trading of renewable fuels as required by, and which are valid for purposes of satisfying the compliance requirements of the RFS.

“ RIN Inventory Excess ” means, with respect to any RIN type at any time, the total volumetric quantity of such RIN type (comprised of the aggregate Attached RINs and Detached RINs of such RIN type) owned by the Credit Parties at such time as determined by reference to the records of the Credit Parties, less the total volumetric quantity of such RIN type (comprised of the aggregate Attached RINs and Detached RINs of such RIN type) determined to be available to the Credit Parties per the EPA Moderated Tracking System at such time.

“ RIN Inventory Excess Amount ” means, with respect to any RIN type at any time, the “Market Value” of the RIN Inventory Excess that qualifies as Eligible Detached RINs at such time.

“ RIN Inventory Excess Setoff ” means, at any time, an amount equal to the excess of all RIN Inventory Excess Amounts at such time, less $10,000,000; provided that the RIN Inventory Excess Setoff shall not be less than zero at any time.

“ Risk Management Policy ” means policies, operating procedures and limits of the Parent and its Subsidiaries designed to minimize the firm’s financial exposure to various risks as noted in the policies attached as Schedule 4.2(o)  as approved by the board of directors (or other equivalent governing body) of the Parent, and as set forth on Schedule 4.2(o)  as modified from time to time.

“ S&P ” means Standard & Poor’s Ratings Service, a division of McGraw Hill, Inc.

“ Sanctioned Country ” has the meaning specified in Section 5.24(b) .

“ Sanctioned Person ” has the meaning specified in Section 5.24(b) .

“ Sanctions ” means any economic or trade sanctions or restrictive measures enacted, administered, imposed or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council, and/or the European Union, and/or the French Republic, and/or Her Majesty’s Treasury, or other relevant sanctions authority.

“ Secured Obligations ” has the meaning specified in the Intercreditor Agreement.

“ Secured Party ” means each of the Administrative Agent, the Collateral Agent, the Technical Agent, any Issuing Bank, any Lender, any Qualified Counterparty and in each case their respective successor and permitted assigns; provided that , in the case of a permitted assignee of a

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Qualified Counterparty, such assignee shall be acceptable to the Technical Agent and shall have executed a Qualified Counterparty Joinder.

“ Secured Qualified Bank Product Obligations ” means an amount equal to the product of (i) the Qualified Bank Product Percentage multiplied by (ii) the Qualified Obligation Aggregate Cap.

“ Secured Qualified Hedging Obligations ” means an amount equal to the product of (i) the Qualified Hedging Percentage multiplied by (ii) the Qualified Obligation Aggregate Cap.

“ Secured Qualified Obligations ” means at any time, the Secured Qualified Bank Product Obligations and the Secured Qualified Hedging Obligations.

“ Security Agreement ” means the Amended and Restated Pledge and Security Agreement dated as of the Restatement Effective Date, between the Credit Parties and the Collateral Agent, as the same may thereafter be or have been joined in by a Credit Party pursuant to a Joinder Agreement, and any amendment, modification, restatement or supplement thereof.

“ Security Documents ” means the Security Agreement, all related financing statements and any and all other agreements, security agreements, pledge agreements, collateral assignments, Intellectual Property Security Agreements, Mortgages, chattel mortgages, Control Agreements, guaranties, assignments of income, standby agreements, subordination agreements, undertakings and other instruments and financing statements now or hereafter executed and delivered as security for the payment and performance of the Obligations and the obligations owed to the holders of the Senior Notes, as any of them may from time to time be amended, modified, restated or supplemented.

“ Senior Noteholders ” means each Person that holds a Senior Note issued pursuant to the Note Purchase Agreement.

“ Senior Notes ” means senior notes issued by the Parent in a private placement that would be permitted pursuant to Section 7.1(l)  if such Section were in effect at the time of such issuance.

“ Senior Secured Indebtedness ” means, at any time, the Total Indebtedness that is not subordinated in right of payment to the Secured Obligations and which is secured by a Lien on any assets or property of any Credit Party or any Subsidiary of any Credit Party.

“ Senior Secured Leverage Ratio ” means, as of any date of determination, the ratio of (a) Senior Secured Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.

“ Spot Rate ” for a currency means the rate determined by the Administrative Agent or the Issuing Bank, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the Issuing Bank may obtain such spot rate from another financial institution designated by the Administrative Agent or the Issuing Bank if the Person acting in such capacity does not

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have as of the date of determination a spot buying rate for any such currency; and provided further that the Issuing Bank may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in Canadian Dollars.

“ Standby Letters of Credit ” means all standby letters of credit issued by an Issuing Bank for the account or liability of any Borrower, any of their Subsidiaries that are Credit Parties or the Parent, pursuant to the terms set forth in this Agreement.

“ Subsidiary ” means, with respect to any Person (the “parent”) at any date, any Business Entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other Business Entity of which Equity Interests representing more than 50% of the Equity Interests or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held.

“ Swingline Exposure ” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time.

“ Swingline Lender ” means Deutsche Bank AG New York Branch or any other Lender that becomes the Technical Agent, in each case in its capacity as the Swingline Lender hereunder.

“ Swingline Loans ” means the Swingline Loans made pursuant to Section 2.16(a) .  Swingline Loan means any one of such Swingline Loans.

“ Swingline Note ” means the promissory note, substantially in the form of Exhibit C attached hereto, of the Borrowers evidencing the Swingline Loans, payable to the Swingline Lender in the original principal amount of $50,000,000, and all renewals, extensions, modifications, rearrangements and replacements thereof and substitutions therefor.

“ Synthetic Lease ” means any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which lease or other arrangement is required or is permitted to be classified and accounted for as an operating lease under GAAP but which is intended by the parties thereto for tax, bankruptcy, regulatory, commercial law, real estate law and all other purposes as a financing arrangement.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Technical Agent ” has the meaning specified in the preamble to this Agreement.

“ Termination Date ” means the earliest of (a) October 5, 2021, (b) any date that the Total Commitment is terminated in full by the Borrowers pursuant to Section 2.4 , and (c) any date the Termination Date is accelerated or the Total Commitment is terminated by the Administrative Agent pursuant to Section 8.1 .

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“ Title Company ” means Chicago Title Insurance Company or one or more other title insurance companies reasonably satisfactory to the Technical Agent.

“ Total Acquisition Revolving Commitment ” means, on any day, the aggregate of all of the Acquisition Revolving Lenders’ Acquisition Revolving Commitments on such day.  As of any date, the Total Acquisition Revolving Commitment is set forth on Schedule 1.1A , as may be adjusted from time to time pursuant to the terms of this Agreement.

“ Total Commitment ” means, on any day, the aggregate of the Total Acquisition Revolving Commitment and the Total Working Capital Revolving Commitment on such day.  As of the any date, the Total Commitment is set forth on Schedule 1.1A , as adjusted from time to time pursuant to the terms of this Agreement.

“ Total Commitment Percentage ” means, with respect to the Total Commitments (a) prior to the termination of the Commitments, the ratio, expressed as a percentage, of such Lender’s aggregate Commitments to the Total Commitment, and (b) after the termination of the Commitments, the ratio, expressed as a percentage, of the amount of such Lender’s outstanding Loans to the aggregate amount of all outstanding Loans; provided that when a Defaulting Lender shall exist, any such Defaulting Lender’s aggregate Commitments shall be disregarded in such calculation, subject to Section 10.10 .

“ Total Indebtedness ” means, at any date, all Indebtedness of the Credit Parties and their Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP; provided , that Total Indebtedness shall exclude (a) all Hedging Obligations not then due and owing, (b) any contingent reimbursement obligations (including obligations representing the aggregate amount then available for drawing under all Letters of Credit), and (c) the outstanding amount of Working Capital Revolving Loans and Swingline Loans owed to Working Capital Revolving Lenders.

“ Total Qualified Obligations ” means, as of any date, all Qualified Hedging Obligations and all Qualified Bank Product Obligations, in each case, as of such date.

“ Total Working Capital Revolving Commitment ” means, on any day, the aggregate of the Working Capital Revolving Lenders’ Working Capital Revolving Commitments on such day.  As of any date, the Total Working Capital Revolving Commitment is set forth on Schedule 1.1A , as adjusted from time to time pursuant to the terms of this Agreement.

“ Trade Letters of Credit ” means all trade or documentary letters of credit issued by an Issuing Bank for the account or liability of any Borrower, any of their Subsidiaries that are Credit Parties or the Parent, pursuant to the terms set forth in this Agreement.

“ Trade Related Letters of Credit for Commodities Not Yet Received ” means, as of any date of determination, the aggregate face amount of any Trade Letter of Credit for the purchase or transportation of Product for which title has passed to a Borrower or would be passed to a Borrower if the Letter of Credit were to be drawn as of such date, as long as such Borrower is able to calculate drawable liability thereof in a manner acceptable to the Technical Agent in its sole discretion (exercised in good faith), which such manner shall be in such Borrower’s normal course of business and consistent with its month-end reconciliation processes, minus any amounts drawn or paid under such Letters of Credit minus any other liabilities then existing that may be satisfied by

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any such Letters of Credit minus any other liabilities that may be owed by the Borrower to the beneficiary of any such Letters of Credit and which may be satisfied by any such Letters of Credit minus , with regard to any such Letters of Credit for transportation, any liabilities that may be satisfied by any such Letters of Credit as reasonably estimated by the Borrower through the immediately following calendar month, if the applicable date is as of the end of the month, and otherwise through the end of the current calendar month.

“ Trademarks ” shall have the meaning specified for such term in the definition of “Intellectual Property.”

“ UCC ” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“ Unused Commitment ” means, as to a particular Revolving Lender and as applicable, the sum of (a) the daily difference of such Revolving Lender’s Acquisition Revolving Commitment on such day less the Acquisition Revolving Exposure applicable to such Revolving Lender on such day, plus (b) the daily difference of such Revolving Lender’s Working Capital Revolving Commitment on such day less the Working Capital Revolving Exposure applicable to such Revolving Lender on such day.

“ Working Capital Commitment Percentage ” means, with respect to any Working Capital Revolving Lender, with respect to Working Capital Revolving Loans, Letter of Credit Exposure Amount or Swingline Exposure, (a) prior to the termination of the Total Working Capital Revolving Commitment, the ratio, expressed as a percentage, of such Working Capital Revolving Lender’s Working Capital Revolving Commitment to the Total Working Capital Revolving Commitment, and (b) after the termination of the Total Working Capital Revolving Commitment, the ratio, expressed as a percentage, of the amount of such Working Capital Revolving Lender’s outstanding Working Capital Revolving Loans and its portion of the Letter of Credit Exposure Amount and the Swingline Exposure to the aggregate amount of all outstanding Working Capital Revolving Loans and the total Letter of Credit Exposure Amount and the Swingline Exposure; provided that when a Defaulting Lender shall exist, any such Defaulting Lender’s Working Capital Revolving Commitment shall be disregarded in such calculation, subject to Section 10.10 .

“ Working Capital Facility Availability ” means at any time (a) the Total Working Capital Revolving Commitments (as such amount may have been reduced or increased in accordance with the provisions of this Agreement) less (b) the aggregate amount of each Working Capital Revolving Lender’s Working Capital Revolving Exposure at such time.

“ Working Capital Facility Increase ” has the meaning ascribed to such term in Section 2.4(c) .

“ Working Capital Revolving Commitment ” means, with respect to each Working Capital Revolving Lender, the commitment of such Working Capital Revolving Lender to make Working Capital Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Working Capital Revolving Lender’s Working Capital Revolving Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to (a)  Section 2.4 , (b) a

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Reallocation Request, and (c) assignments by or to such Working Capital Revolving Lender pursuant to Section 10.11 .  As of any date, the amount of each Working Capital Revolving Lenders’ Working Capital Revolving Commitments is set forth on Schedule 1.1A , as may be adjusted from time to time pursuant to the terms of this Agreement.

“ Working Capital Revolving Credit Notes ” means the promissory notes, each substantially in the form of Exhibit A attached hereto, of the Borrowers evidencing the Working Capital Revolving Loans, payable to the respective Working Capital Revolving Lenders in the amount of said Working Capital Revolving Lender’s Working Capital Revolving Commitment, and all renewals, extensions, modifications, rearrangements and replacements thereof and substitutions therefor.  Working Capital Revolving Credit Note means any of such promissory notes.

“ Working Capital Revolving Exposure ” means, with respect to any Working Capital Revolving Lender at any time, the sum of the outstanding principal amount of such Working Capital Revolving Lender’s Working Capital Revolving Loans and its Letter of Credit Exposure Amount and an amount equal to its Working Capital Commitment Percentage of the aggregate principal amount of Swingline Loans at such time.

“ Working Capital Revolving Facility ” means the credit facility comprised of the Working Capital Revolving Commitments and the extensions of credit thereunder.

“ Working Capital Revolving Lenders ” means, as of any date of determination, Lenders having a Working Capital Revolving Commitment; provided , that during any Reallocation Period each Acquisition Revolving Lender shall also be deemed a Working Capital Revolving Lender with respect to its portion of the Reallocated Amount.

“ Working Capital Revolving Loans ” means the Working Capital Revolving Loans made pursuant to Section 2.1 and any Working Capital Revolving Loans made utilizing the Reallocated Amount.  Working Capital Revolving Loan means any one of such Revolving Loans.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 1.2                                     Accounting Terms and Determinations .  Except where specifically otherwise provided:

(a)                                  The symbol “ $ ” and the word “ dollars ” means lawful money of the United States of America.

(b)                                  Any accounting term not otherwise defined shall have the meaning ascribed to it under GAAP.  If any Credit Party is required after the Restatement Effective Date to implement any change(s) in its accounting principles and practice as a result of any changes in GAAP mandated by the Financial Accounting Standards Board or successor organization, and if such change(s) result in any material change in the method of calculation of the Leverage Ratio or the Interest Coverage Ratio, then for all periods after the date of implementation of such change(s) until one or more appropriate amendments of this Agreement addressing such change(s) in GAAP

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are negotiated, executed and delivered by the parties hereto in a form acceptable to all such parties, the Leverage Ratio or the Interest Coverage Ratio, as applicable, shall be calculated hereunder utilizing GAAP as in effect prior to such change(s).

(c)                                   Unless otherwise expressly provided, any accounting concept and all financial covenants shall be determined on a consolidated basis, and financial measurements shall be computed without duplication.

(d)                                  Wherever the term “including” or any of its correlatives appears in the Loan Documents, it shall be read as if it were written “including (by way of example and without limiting the generality of the subject or concept referred to)”.

(e)                                   Wherever the word “herein” or “hereof” is used in any Loan Document, it is a reference to that entire Loan Document and not just to the subdivision of it in which the word is used.

(f)                                    References in any Loan Document to Section numbers are references to the Sections of such Loan Document.

(g)                                   References in any Loan Document to Exhibits, Schedules, Annexes and Appendices are to the Exhibits, Schedules, Annexes and Appendices to such Loan Document, and they shall be deemed incorporated into such Loan Document by reference.

(h)                                  Any term defined in the Loan Documents which refers to a particular agreement, instrument or document shall also mean, refer to and include all modifications, amendments, supplements, restatements, renewals, extensions and substitutions of the same; provided , that nothing in this subsection shall be construed to authorize any such modification, amendment, supplement, restatement, renewal, extension or substitution except as may be permitted by other provisions of the Loan Documents.

(i)                                      Unless otherwise expressly stated in any Loan Document, all times of day used in the Loan Documents mean local time in New York, New York.

(j)                                     Defined terms may be used in the singular or plural, as the context requires.

Section 1.3                                     UCC Changes .  All terms used herein which are defined in the UCC shall, unless otherwise defined herein, have the meanings ascribed to them in the UCC both as in effect on the date of this Agreement and as hereafter amended.

Section 1.4                                     Joint and Several Obligations; Borrowers’ Agent .

(a)                                  All obligations of the Borrowers hereunder shall be joint and several.  Any notice, request, waiver, consent or other action made, given or taken by any Borrower shall bind all of the Borrowers.

(b)                                  Each of the Credit Parties hereby authorizes the Borrowers’ Agent and each of the Responsible Officers of the Borrowers’ Agent listed on Schedule 1.4 hereto or otherwise designated by Borrowers’ Agent from time to time as provided below, to act as agent for all of the

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Credit Parties, and to execute and deliver on behalf of any Credit Party such notices, requests, waivers, consents, certificates, and other documents, and to take any and all actions, required or permitted to be delivered or taken by the Credit Parties hereunder.  The Credit Parties may replace any of the Responsible Officers listed in Schedule 1.4 hereto or add any additional Responsible Officers by the delivery of a written notice by Borrowers’ Agent to the Administrative Agent specifying the names of each new Responsible Officer and the offices held by each such Person.  Each Credit Party hereby agrees that any such notices, requests, waivers, consents, certificates and other documents executed, delivered or sent by Borrowers’ Agent or any Responsible Officer of Borrowers’ Agent and any such actions taken by Borrowers’ Agent or any Responsible Officer of Borrowers’ Agent shall bind each Credit Party.

ARTICLE II.
Loans; Letters of Credit; Notes; Payments; Prepayments;
Interest Rates; Mitigation Obligations; Replacement of Lenders .

Section 2.1                                     Commitments .

(a)                                  Subject to the terms and conditions hereof, each Working Capital Revolving Lender, severally and not jointly, agrees to make Working Capital Revolving Loans to the Borrowers from time to time on and after the Restatement Effective Date until, but not including, the Termination Date, in an aggregate principal amount at any one time outstanding (including such Lender’s Commitment Percentage of the Letter of Credit Exposure Amount and the Swingline Exposure at such time) up to, but not exceeding, such Lender’s Working Capital Revolving Commitment.  Notwithstanding the foregoing, the aggregate principal amount of the Working Capital Revolving Loans outstanding at any time shall not exceed the lesser at such time of (i) the Total Working Capital Revolving Commitment and (ii) the Borrowing Base (calculated as if determined at such time), in each case minus the aggregate Letter of Credit Exposure Amount and Swingline Exposure at such time.  Subject to the conditions herein, any such Working Capital Revolving Loan prepaid prior to the Termination Date may be reborrowed as an additional Working Capital Revolving Loan by the Borrowers pursuant to the terms of this Agreement.

(b)                                  Subject to the terms and conditions hereof, each Acquisition Revolving Lender, severally and not jointly, agrees to make Acquisition Revolving Loans to the Borrowers from time to time on and after the Restatement Effective Date until, but not including, the Termination Date, in an aggregate principal amount at any one time outstanding up to, but not exceeding, such Lender’s Acquisition Revolving Commitment.  Notwithstanding the foregoing, the aggregate principal amount of the Acquisition Revolving Loans outstanding at any time shall not exceed the Total Acquisition Revolving Commitment.  Subject to the conditions herein, any such Acquisition Revolving Loan prepaid prior to the Termination Date may be reborrowed as an additional Acquisition Revolving Loan by the Borrowers pursuant to the terms of this Agreement.

(c)                                   Subject to the terms and conditions hereof and so long as no Default or Event of Default exists at the time of such request, the Borrowers’ Agent may submit a Reallocation Request to the Administrative Agent three times per Revolving Facility during any fiscal year.  Promptly following the Administrative Agent’s receipt of a Reallocation Request in Proper Form and otherwise in compliance with the terms of this Agreement, the Administrative Agent shall deliver such Reallocation Request to the Revolving Lenders.  The Reallocation Period

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specified in any Reallocation Request will begin on the later to occur of (i) five (5) Business Days following the Administrative Agent’s receipt of such Reallocation Request and (ii) the date specified in such Reallocation Request, provided , that (1) the date specified in such Reallocation Request shall not be later than 30 days following the date of such Reallocation Request and (2) no Reallocation Period may begin if a Default or Event of Default exists at such time.

Section 2.2                                     Loans .

(a)                                  Subject to Sections 4.1 and 4.2 , (i) all Working Capital Revolving Loans shall be advanced and made ratably by the Working Capital Revolving Lenders in accordance with the Working Capital Revolving Lenders’ respective Working Capital Commitment Percentage of the total Working Capital Revolving Commitments; and (ii) all Acquisition Revolving Loans shall be advanced and made ratably by the Acquisition Revolving Lenders in accordance with the Acquisition Revolving Lenders’ respective Acquisition Commitment Percentage of the total Acquisition Revolving Commitments.

(b)                                  When requesting a Revolving Loan hereunder, the Borrowers’ Agent shall give the Administrative Agent notice of a request for a Loan in accordance with Section 4.1(a) .  Each such Working Capital Revolving Loan advanced for the purpose of crediting any such controlled disbursement account shall be deemed to be an Alternate Base Rate Borrowing until a Rate Selection Notice is otherwise properly presented for such Alternate Base Rate Borrowing converting such borrowing to a LIBOR Borrowing.  Notwithstanding anything to the contrary contained in Section 2.16 , if any request for a Loan in accordance with Section 4.1(a)  requests Working Capital Revolving Loans or Acquisition Revolving Loans in the form of Alternate Base Rate Borrowings, the Swingline Lender may make a Swingline Loan available to the Borrowers in an aggregate amount not to exceed the amount of such requested Working Capital Revolving Loans or Acquisition Revolving Loans, as applicable, and the aggregate amount of the corresponding requested Working Capital Revolving Loans or Acquisition Revolving Loans, as applicable, shall be reduced accordingly by the principal amount of such Swingline Loan.  Except as otherwise provided in the settlement delay provisions of Section 2.2(f) , the Administrative Agent shall promptly advise the applicable Lenders of any notice of a request for a Loan (other than a Swingline Loan) given pursuant to Section 4.1(a)  or of any such Working Capital Revolving Loan advanced for purposes of crediting any such controlled disbursement account and of each Lender’s portion of a requested borrowing (based on such Lender’s Commitment Percentage).

(c)                                   Except as otherwise provided or specified in the settlement delay provisions of Section 2.2(f)  below, each Lender shall make its Revolving Loans available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to the Administrative Agent at the Principal Office in immediately available funds denominated in Dollars not later than 1:00 p.m., and the Administrative Agent shall as soon as practicable, but in no event later than 5:00 p.m. on such date, credit the amount so received to a general deposit account designated and maintained by the applicable Borrower.  If a requested Revolving Loan shall not occur on the Restatement Effective Date or any date specified by the Borrowers’ Agent as set forth in the applicable Request for Extension of Credit, as the case may be, because all of the conditions for such Revolving Loan set forth herein or in any of the other Loan Documents shall not have been met, the Administrative Agent shall return the amounts so received from the

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Lenders in respect of such requested Revolving Loan to the applicable Lenders as soon as practicable.

(d)                                  The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary:  (i) no Working Capital Revolving Lender shall be required to make Working Capital Revolving Loans at any one time outstanding in excess of such Working Capital Lender’s Working Capital Revolving Commitment; (ii) no Acquisition Revolving Lender shall be required to make Acquisition Revolving Loans at any one time outstanding in excess of such Acquisition Revolving Lender’s Acquisition Revolving Commitment; and (iii) the failure of any Revolving Lender to make any Revolving Loan or of any Working Capital Revolving Lender to make any payment in respect of its participation in Swingline Loans and Letter of Credit Advances shall not in itself relieve any other Revolving Lender of its obligation to lend hereunder ( provided , that no Lender shall be responsible for the failure of any other Lender to make a Loan such other Lender is obligated to make hereunder).

(e)                                   The Revolving Loans made by the Revolving Lenders on any date and the Swingline Loans made by the Swingline Lender shall be in integral multiples of $500,000; provided , however , that the LIBOR Borrowings made on any date shall be in minimum aggregate principal amounts of $1,000,000, with any increases over such minimal amount being in integral aggregate multiples of $500,000.

(f)                                    The arrangements between the Administrative Agent and the Lenders with respect to making and advancing the Revolving Loans and making payments under Letters of Credit shall be handled on the following basis:  no less than once a week, the Administrative Agent will provide each Lender with a statement showing, for the period of time since the date of the most recent of such statements previously provided, the aggregate principal amount of new Revolving Loans made to the Borrowers, the aggregate amount of new Letter of Credit Advances that have not been reimbursed, the aggregate face amount of new Letters of Credit issued for the account or liability of any Borrower, any of their Subsidiaries that are Credit Parties or the Parent, the aggregate principal amount of new Swingline Loans made to the Borrowers, the amount of remittances and payments actually collected and applied by the Administrative Agent to reduce the outstanding principal balance of the Revolving Loans, to reduce the outstanding principal balance of the Swingline Loans and to reimburse Letter of Credit Advances during such period and the outstanding principal balances of the Revolving Loans and the Swingline Loans and the aggregate Letter of Credit Exposure Amount outstanding at the end of such period.  If a Revolving Lender’s pro-rata share (based on such Revolving Lender’s Commitment Percentage) of the Revolving Loans and the unreimbursed Letter of Credit Advances made during such period exceeds such Revolving Lender’s pro-rata share of remittances and payments applied to reduce the Revolving Loans and reimburse Letter of Credit Advances during such period, the difference will be paid and made available in same day funds by such Revolving Lender to the Administrative Agent, and if such Revolving Lender’s pro-rata share (based on such Revolving Lender’s Commitment Percentage) of remittances and payments applied to reduce the Revolving Loans and reimburse Letter of Credit Advances during such period exceeds such Revolving Lender’s pro-rata share (based on such Revolving Lender’s Commitment Percentage) of the Revolving Loans and the unreimbursed Letter of Credit Advances made during such period, the difference will be paid and made available in same day funds by the Administrative Agent to such Revolving Lender.

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(g)                                   The Administrative Agent shall render to the Borrowers’ Agent each month a statement of the Borrowers’ account of all transactions of the type described in Section 2.2(f) , which shall be deemed to be correct and accepted by and be binding upon the Borrowers unless the Administrative Agent receives a written statement of the Borrowers’ exceptions to such account statement within thirty (30) days after such statement was rendered to the Borrowers’ Agent.

Section 2.3                                     Commitment Fees .  In consideration of each Revolving Lender’s Revolving Commitment, the Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee (each a “ Commitment Fee ”) (computed on the basis of the actual number of days elapsed in a year composed of 360 days, subject to the terms of Section 10.6 ) in an amount equal to the product of (a) the Applicable Commitment Fee Percentage times (b) such Revolving Lender’s average Unused Commitment for the applicable calculation period; provided , however , that a Working Capital Revolving Lender’s pro rata share of the Swingline Exposure shall be disregarded for purposes of calculating such Working Capital Revolving Lender’s Unused Commitment for Commitment Fee purposes.  The Commitment Fee shall be due and payable in arrears (i) on the last Business Day of each of March, June, September and December prior to the Termination Date, and (ii) on the Termination Date, with each Commitment Fee to commence to accrue as of the date of this Agreement and to be effective as to any reduction in the Total Commitment pursuant to Section  2.4(a)  below as of the date of any such decrease, and each Commitment Fee shall cease to accrue (except with respect to interest at the Default Rate on any unpaid portion thereof) on the Termination Date.  All past due Commitment Fees shall bear interest at the Default Rate and shall be payable upon demand by the Administrative Agent.

Section 2.4                                     Termination and Reductions of Revolving Commitments; Increase in Total Commitments .

(a)                                  Upon at least five Business Days’ prior irrevocable written notice to the Administrative Agent, the Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce (except as noted below), (i) the Total Working Capital Revolving Commitment ratably among the Working Capital Revolving Lenders in accordance with the amounts of their Working Capital Revolving Commitments; provided , however , that the Total Working Capital Revolving Commitment shall not be reduced at any time to an amount less than the aggregate of each Working Capital Revolving Lender’s Working Capital Revolving Exposure at such time; provided , further , that the Borrowers shall not at any time reduce the Total Working Capital Revolving Commitment pursuant to this Section  2.4(a)  to an amount less than $25,000,000, except pursuant to a permanent termination in whole thereof, and (ii) the Total Acquisition Revolving Commitment ratably among the Acquisition Revolving Lenders in accordance with the amounts of their Acquisition Revolving Commitments; provided , however , that (A) the Total Acquisition Revolving Commitment shall not be reduced at any time to an amount less than the aggregate of each Acquisition Revolving Lender’s Acquisition Revolving Exposure outstanding at such time and (B) any reduction to any Revolving Commitment shall also reduce the amount specified in clause (b)  of the defined term “Reallocated Amount” pro rata based on the applicable percentage reduction of such Revolving Commitment.  Each partial reduction of the Total Commitment shall be in a minimum of $5,000,000, or an integral multiple of $1,000,000 in excess thereof.

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(b)                                  To effect the payment of any and all Commitment Fees and all other Obligations outstanding and owing hereunder or under any other Loan Documents, subject to the provisions of Sections 2.1 and 4.1 , the Administrative Agent may, but shall not be obligated to, cause the Revolving Lenders to make one or more Revolving Loans or, if Revolving Loans are no longer available due to the time of day, request that the Swingline Lender make a Swingline Loan, provided , that (i) such Revolving Loans or Swingline Loan, as applicable, is to be made prior to the Termination Date, (ii) the applicable component of the Revolving Availability would be equal to or greater than zero after giving effect to such Revolving Loans or Swingline Loan, as applicable, and the resulting payment of Commitment Fees and other Obligations under the Loan Documents to be contemporaneously paid with the proceeds of such Revolving Loans, and (iii) no Default or Event of Default shall have occurred which is then continuing.  The inability of the Administrative Agent to cause the payment of any such Commitment Fees or other Obligations in accordance with the preceding sentence shall not in any way whatsoever affect the Credit Parties’ obligation to otherwise pay such amounts in accordance with the applicable terms hereof or of any other Loan Documents.

(c)                                   The Borrowers may request an increase from the date hereof until the date that is one Business Day prior to the Termination Date (i) in the aggregate Working Capital Revolving Commitments or (ii) the aggregate Acquisition Facility Commitments, provided , that (A) no Revolving Lender shall be obligated to increase its Commitment, (B) any such request for an increase shall be in a minimum amount of $10,000,000 (each such increase, a “ Working Capital Facility Increase ” or an “ Acquisition Facility Increase ” as the case may be, each a “ Facility Increase ”), (C) the Borrowers may make a maximum of five such requests (but no more than three requests in any 12 month period), (D) the aggregate amount of Facility Increases from the date of this Agreement until the Termination Date shall not exceed $300,000,000, (E) at no time shall the Total Commitments exceed the Maximum Commitment, (F) the Administrative Agent, the Swingline Lender and each Issuing Bank has approved the identity of any Person that is not a Revolving Lender at the time of the request, such approval not to be unreasonably withheld or delayed (such Person a “ New Revolving Lender ”), and (G) the additional procedures described in clauses (i) — (v)  below have been satisfied:

(i)                                      Not more than thirty (30) days and not less than (A) fifteen (15) days for any Facility Increase involving New Revolving Lenders or (B) five (5) days for any Facility Increase that involves no New Revolving Lenders, in each case, prior to the proposed effective date of any Facility Increase, the Borrowers may make a written request for such Facility Increase to the Administrative Agent, who shall forward a copy of any such request to the Lenders.  Each request by the Borrower pursuant to the immediately preceding sentence shall specify a proposed effective date of such increase (the “ Requested Increase Effective Date ”), the aggregate amount of such requested increase (the “ Requested Increase Amount ”), and shall constitute an invitation to each of the Revolving Lenders and each New Revolving Lender (to the extent approved as provided in Section 2.4(c)  above) identified in the applicable Facility Increase request, to accept additional or new Commitments under this Agreement consistent with the requested Facility Increase.  A Facility Increase will result in an increase in the aggregate Commitments only with respect to the specific Facility identified in such Facility Increase request, although in connection with the effectiveness of such Facility Increase, Commitments in each Facility will be reallocated as provided below.

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(ii)                                   Each Revolving Lender and each New Revolving Lender identified in the Facility Increase request, acting in its sole discretion and with no obligations to increase or accept any new or additional Commitments (as applicable) under such Facility shall by written notice to the Borrowers and the Administrative Agent advise the Borrowers and the Administrative Agent whether or not such Revolving Lender or New Revolving Lender, as the case may be, agrees to all or any portion of such increase in or new Commitments under such Facility within (A) ten (10) days after the Borrower’s request with respect to any Facility Increase involving New Revolving Lenders and (B) five (5) days after the Borrower’s request with respect to any Facility Increase that involved no New Revolving Lenders.  If any such Revolving Lender or New Revolving Lender (as the case may be) shall not have responded affirmatively within the applicable time period for such Facility Increase, such Revolving Lender or New Revolving Lender shall be deemed to have rejected the Borrower’s request for an increase or allocation in such Commitment in full.  Additionally, each Issuing Bank and the Swingline Lender shall confirm that all New Revolving Lenders are acceptable by providing electronic confirmation (or other form of authenticated notice) to the Administrative Agent.  Promptly following the conclusion of such period, the Administrative Agent shall notify the Borrower of the results of the request for the applicable Facility Increase.

(iii)                                With respect to each Facility Increase (A) each Lender that so elects to increase its Commitment under such Facility (each an “ Increasing Lender ”), each New Revolving Lender, the Administrative Agent and the Borrowers’ Agent shall have executed and delivered an agreement, substantially in the form attached hereto as Exhibit P (an “ Facility Increase Agreement ”); (B) any fees and other amounts (including, without limitation, pursuant to Section 10.9 ) payable by the Borrowers in connection with such increase and accession shall have been paid; (C) no Default or Event of Default has occurred and is continuing or would result from such increase in the Commitments; and (D) delivery of an Facility Increase Certificate dated as of the date of such increase.

(iv)                               On any Requested Increase Effective Date with respect to any Facility, (A) each Increasing Lender or New Revolving Lender thereof shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine for the benefit of the other Revolving Lenders as being required in order to cause (after giving effect to such increase and the use of such amounts to make payments to the other Lenders under such Facility) each Revolving Lender’s portion of the outstanding Loans of all Revolving Lenders under each Facility to equal its Total Commitment Percentage, (B) the Borrowers shall be deemed to have repaid all outstanding Loans of all the Revolving Lenders under each Facility and reborrowed such repaid Loans from each Revolving Lender in amounts consistent with each Lender’s Total Commitment Percentage as of such Requested Increase Effective Date (after giving effect to the Facility Increase) and (C) the participations in Letters of Credit and Swingline Loans shall be adjusted to reflect changes in the applicable Total Commitment Percentages.  The deemed payments made pursuant to clause (B) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrowers pursuant to the provisions Section 2.13 if the deemed payment occurs other than on an Interest Payment Date; provided , that the Administrative Agent and each Revolving Lender shall cooperate with the Borrowers to reduce and/or eliminate any such indemnification

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payments to the extent reasonably possible if such cooperation would not subject the Administrative Agent or such Revolving Lender, as applicable, to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Administrative Agent or such Lender.

(v)                                  Upon the Requested Increase Effective Date with respect to each Facility, Schedule I of the Facility Increase Agreement, which shall reflect the Commitments and the applicable Commitment Percentages of the Revolving Lenders under each Facility at such time, shall be deemed to supersede Schedule 1.1A hereto without any further action or consent of any party.  The Administrative Agent shall cause a copy of such revised Schedule 1.1A to be promptly available to the Issuing Banks and the Revolving Lenders.

Section 2.5                                     Mandatory Prepayments .

(a)                                  If the aggregate Working Capital Revolving Exposure at any time exceeds the Total Working Capital Revolving Commitment (including upon the conclusion of any Reallocation Period), the Administrative Agent shall notify the Borrowers’ Agent of such excess amount (such notice being permitted to be given orally to a Responsible Officer so long as it is promptly followed in writing) and the Borrowers shall immediately make a prepayment on the Working Capital Revolving Loans or repay or Cash Collateralize the Letter of Credit Exposure Amount or cause one or more Swingline Loans to be prepaid or one or more Letters of Credit to be canceled and surrendered in an amount sufficient to reduce the aggregate Working Capital Revolving Exposure to an amount no greater than the Total Working Capital Revolving Commitment.  Any prepayments required by this subparagraph (a)  shall be applied to outstanding Alternate Base Rate Borrowings up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings (together with any Consequential Loss resulting from such prepayment).

(b)                                  The Borrowers shall make prepayments under this Section 2.5(b) , (i) at any time that the Working Capital Facility Availability is less than zero or (ii) on any Borrowing Base Certification Date, if the Borrowing Base as of the applicable Borrowing Base Reference Time is less than the Working Capital Revolving Exposure as of the such Borrowing Base Reference Time (the amount of any such shortfall, the “ Borrowing Base Shortfall ”).  Upon the occurrence of any event referenced in clauses (i)  and (ii)  above, the Administrative Agent shall notify the Borrowers’ Agent of the deficiency (such notice being permitted to be given orally to a Responsible Officer so long as it is promptly followed in writing) and the Borrowers shall immediately make a prepayment on the Working Capital Revolving Loans or repay or Cash Collateralize the Letter of Credit Exposure Amount or cause one or more Swingline Loans to be prepaid or one or more Letters of Credit to be canceled and surrendered in an amount, as applicable, (A) sufficient to cause the Working Capital Facility Availability to be at least equal to zero, or (B) not less than the Borrowing Base Shortfall.  Any prepayments required by this subparagraph (b)  shall be applied to outstanding Alternate Base Rate Borrowings up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings (together with any Consequential Loss resulting from such prepayment).

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(c)                                   If the aggregate Acquisition Revolving Exposure at any time exceeds the Total Acquisition Revolving Commitment (including upon the conclusion of any Reallocation Period), the Administrative Agent shall notify the Borrowers’ Agent of such excess amount (such notice being permitted to be given orally to a Responsible Officer so long as it is promptly followed in writing) and the Borrowers shall immediately make a prepayment on the Acquisition Revolving Loans in an amount sufficient to reduce the aggregate Acquisition Revolving Exposure to an amount no greater than the Total Acquisition Revolving Commitment.  Any prepayments required by this subparagraph (c)  shall be applied to outstanding Alternate Base Rate Borrowings up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings (together with any Consequential Loss resulting from such prepayment).

(d)                                  Within five Business Days of the date of receipt by any Credit Party of Net Proceeds of any Disposition by a Credit Party of any Property (including casualty losses or condemnations but excluding Dispositions that qualify as Permitted Dispositions under Section  7.4 ), the Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.7(d)  in an amount equal to 100% of such Net Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such Disposition; provided , that no prepayment shall be required except to the extent the Net Proceeds from any such Disposition, taken together with any other Dispositions during the same fiscal year, exceed $10,000,000; provided further , that so long as (A) no Event of Default shall have occurred and be continuing or would result therefrom or arise under the immediately following clause (B) , (B) if a Default is then occurring, the Net Proceeds have been deposited into a Controlled Account that is subject to the sole and exclusive control of the Collateral Agent and remain in such Controlled Account for a period not less than the grace period provided for such Default to become an Event of Default hereunder (including any extensions of such period granted hereunder) or such Default is cured, (C) Borrowers’ Agent shall have given Administrative Agent prior written notice of the Borrowers’ intention to reinvest such proceeds in other Property useful in the business of the Credit Parties, (D) the monies are held in a Controlled Account, and (E) the Credit Parties complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Credit Parties shall have the option to reinvest such proceeds unless and to the extent that such applicable period shall have expired without such reinvestment being made or completed, in which case, any amounts remaining in the Controlled Account shall be paid to the Agent and applied in accordance with Section 2.7(d) .  Nothing contained in this Section 2.5(d)  shall permit the Credit Parties to sell or otherwise dispose of any Property other than in accordance with Section  7.4 .

(e)                                   Within five Business Days of the date of incurrence by any Credit Party of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.7(d)  in an amount equal to 100% of the Net Proceeds received by such Person in connection with such incurrence.  The provisions of this Section 2.5(e)  shall not be deemed to be implied consent to any such incurrence otherwise prohibited by the terms and conditions of this Agreement.

(f)                                    If the Collateral would, at any time, reasonably be expected to yield proceeds insufficient to repay the Secured Qualified Hedging Obligations pro rata with the other Obligations after applying such proceeds in a manner consistent with Section 9 of the Intercreditor Agreement and the limitation on the application of Non-ECP Collateral set forth in Section 2.1 of

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the Security Agreement (the positive amount of such insufficiency, the “ ECP Collateral Shortfall ”), then the Borrowers shall immediately cause the Secured Qualified Hedging Obligations to be prepaid or otherwise collateralized in an amount sufficient to reduce the ECP Collateral Shortfall to the pro rata shortfall, if any, on the other Obligations; provided that no prepayment or collateralization shall be required if the Borrowers’ Agent submits a written plan to the Administrative Agent and the Technical Agent within three (3) Business Days (or such later date as is acceptable to the Technical Agent) of the existence of the ECP Collateral Shortfall, which plan shall provide for the conversion of Non-ECP Collateral to ECP Collateral (whether through guaranties or keepwell agreements of Non-ECP Grantors, or through any other means consistent with the Dodd-Frank Wall Street Reform Consumer Protection Act, as determined by the Technical Agent in its reasonable discretion) and which plan shall be (i) satisfactory to the Technical Agent in its reasonable discretion, (ii) expected to reduce the ECP Collateral Shortfall consistent with this Section  2.5(f) , and (iii) fully implemented within ten (10) Business Days (or such later date as is acceptable to the Technical Agent) of the existence of the applicable ECP Collateral Shortfall.

(g)                                   In addition to the mandatory prepayments required by Sections 2.5(a) , 2.5(b) , 2.5(c) , 2.5(d) , 2.5(e) , and 2.5(f)  above, the Borrowers shall have the right, at their option, to prepay any of the Loans in whole at any time or in part from time to time, without premium or penalty, except as otherwise provided in this Section  2.5 or of Sections 2.8 , 2.9 , 2.10 or 2.11 .  Each prepayment of Swingline Loans or Revolving Loan Alternate Base Rate Borrowings may be made in an amount not less than $1,000,000 and whole multiples of $250,000 in excess thereof, and such prepayments shall be applied against the Working Capital Revolving Loans, the Acquisition Revolving Loans or the Swingline Loans, as applicable.  Prepayments under this subparagraph (i)  shall be subject to the following additional conditions:

(i)                                      In giving notice of prepayment as hereinafter provided, the Borrowers shall specify, for the purpose of paragraphs (ii)  and (iii)  immediately following, the manner of application of such prepayment as between Alternate Base Rate Borrowings and LIBOR Borrowings and as between Swingline Loans, Working Capital Revolving Loans and Acquisition Revolving Loans; provided , that LIBOR Borrowing prepayments shall be made in a principal amount of $1,000,000 or whole multiples of $500,000 in excess thereof.

(ii)                                   Prepayments applied to any LIBOR Borrowing may be made on any Business Day, provided , that (A) the Borrowers’ Agent shall have given the Administrative Agent at least three Business Days’ prior irrevocable written or telecopied notice of such prepayment specifying the principal amount of the LIBOR Borrowing to be prepaid, the particular LIBOR Borrowing to which such prepayment is to be applied and the prepayment date; and (B) if such prepayment is made on any day other than the last day of the Interest Period corresponding to the LIBOR Borrowing to be prepaid, the Borrowers shall pay upon demand directly to the Administrative Agent for the account of the applicable Lenders the Consequential Loss as a result of such prepayment.

(iii)                                Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Day; provided , that with respect thereto the Borrowers’ Agent shall have given the Administrative Agent prior irrevocable written notice or notice by telephone

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(which is to be promptly confirmed in writing) of any such prepayment not later than 12:00 p.m. (noon) on the Business Day of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid.

(h)                                  If any notice of any prepayment has been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Borrowing) interest thereon to the date of prepayment and any resulting Consequential Loss, shall be due and payable on such prepayment date; provided , that a notice of prepayment delivered by the Borrowers’ Agent may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrowers’ Agent (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.  The Borrowers shall pay to the Administrative Agent upon its demand all costs and expenses incurred in connection with any prepayment notice revoked pursuant to the preceding sentence, including any Consequential Loss arising as a result of the early termination of Interest Periods in effect for LIBOR Borrowings.

Section 2.6                                     Notes; Payments; Accounts .

(a)                                  Subject to the provisions of Section  10.11 hereof relating to replacement and substitution of the Notes, (i) all Working Capital Revolving Loans made by a Working Capital Revolving Lender to the Borrowers shall, at such Working Capital Lender’s request, be evidenced by a single Working Capital Revolving Credit Note dated as of the Restatement Effective Date, delivered and payable to such Working Capital Revolving Lender in a principal amount equal to such Working Capital Revolving Lender’s Working Capital Revolving Commitment as of the Restatement Effective Date, (ii) all Acquisition Revolving Loans made by an Acquisition Revolving Lender to the Borrowers shall, at such Acquisition Revolving Lender’s request, be evidenced by a single Acquisition Revolving Credit Note dated as of the Restatement Effective Date, delivered and payable to such Acquisition Revolving Lender in a principal amount equal to such Acquisition Revolving Lender’s Acquisition Revolving Commitment as of the Restatement Effective Date, and (iii) all Swingline Loans made by the Swingline Lender to the Borrowers shall, at the Swingline Lender’s request, be evidenced by a single Swingline Note dated as of the Restatement Effective Date, delivered and payable to the Swingline Lender in a maximum principal amount equal to $50,000,000.

(b)                                  The outstanding principal balance of each and every Revolving Loan, as evidenced by the Notes, shall mature and be fully due and payable on the Termination Date.  The outstanding principal balance of each and every Swingline Loan, as evidenced by the Swingline Note, shall mature and be fully due and payable on the earlier to occur of the Termination Date or the date such Swingline Loans are required to be paid with proceeds of Working Capital Revolving Loans or Acquisition Revolving Loans in accordance with Section  2.16(c) .

(c)                                   Subject to Section 10.6 , the Borrowers hereby agree to pay accrued interest on the unpaid principal balance of the Loans on the Interest Payment Dates, commencing with the first of such dates to occur after the date of this Agreement.  After the Termination Date, accrued and unpaid interest on the Loans shall be payable on demand.

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(d)                                  To effect payment of accrued interest owing on the Loans as of the Interest Payment Dates, subject to the provisions of Sections 2.1 and 4.1 , the Administrative Agent may, but shall not be obligated to, cause the Revolving Lenders to make one or more Revolving Loans or, if the Revolving Loans are no longer available due to the time of day, request that the Swingline Lender make a Swingline Loan to pay in full the amount of accrued interest owing and payable on the Loans as of the respective Interest Payment Date, provided , that (i) such Revolving Loans or Swingline Loan, as applicable, is to be made prior to the Termination Date, (ii) the applicable component of the Revolving Availability would be equal to or greater than zero after giving effect to such Revolving Loans or Swingline Loan, as applicable, and the resulting payment of accrued interest to be contemporaneously paid with the proceeds of such Loan, and (iii) no Default or Event of Default shall have occurred which is then continuing.  The inability of the Administrative Agent to cause a payment of any accrued interest owing on the Loans on any Interest Payment Date in accordance with the preceding sentence shall not in any way whatsoever effect the Credit Parties’ obligation to otherwise pay such amounts in accordance with the applicable terms hereof or any other Loan Documents.

(e)                                   The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the type of each Loan made hereunder, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(f)                                    The entries made in the accounts maintained pursuant to paragraph (e)  of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement.

Section 2.7                                     Application of Payments and Prepayments .

(a)                                  Prepayments on the Working Capital Revolving Loans shall be applied to payment of the aggregate unpaid principal amounts of the Working Capital Revolving Loans, with the balance of any such prepayments, if any, being applied to accrued interest.  Payments of accrued interest on the Working Capital Revolving Loans in accordance with Section 2.6(c)  shall be applied to the aggregate accrued interest then outstanding under the Working Capital Revolving Loans.

(b)                                  Prepayments on the Acquisition Revolving Loans shall be applied to payment of the aggregate unpaid principal amounts of the Acquisition Revolving Loans, with the balance of any such prepayments, if any, being applied to accrued interest.  Payments of accrued interest on the Acquisition Revolving Loans in accordance with Section 2.6(c)  hereof shall be applied to the aggregate accrued interest then outstanding under the Acquisition Revolving Loans.

(c)                                   Prepayments on the Swingline Loans shall be applied to payment of the aggregate unpaid principal amount of the Swingline Loans, with the balance of any such prepayments, if any, being applied to accrued interest.  Payments of accrued interest on the

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Swingline Loans in accordance with Section 2.6(c)  shall be applied to the aggregate accrued interest then outstanding under the Swingline Loans.

(d)                                  All repayments required pursuant to Section 2.5(d)  and (e)  shall be applied as follows: first to pay interest due in respect of the Acquisition Revolving Loans; second , to pay principal of the Acquisition Revolving Loans; third , to pay interest due in respect of the Swingline Loans; fourth , to pay principal of the Swingline Loans; fifth , to pay interest due in respect of the Working Capital Revolving Loans; and sixth , to pay principal of the Working Capital Revolving Loans.

(e)                                   All payments remitted to the Administrative Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees or other specific Obligations, shall be applied, ratably, subject to the provisions of this Agreement, first , to pay any fees, indemnities or expense reimbursements then due to any Agent from the Borrowers (on a pro rata basis); second , to pay any fees or expense reimbursements then due to the Lenders from the Borrowers (on a pro rata basis); third , to pay interest due in respect of all Swingline Loans; fourth , to pay interest due in respect of all Revolving Loans (including any Consequential Loss resulting from such payment) (on a pro rata basis); fifth , to pay or prepay principal of the Swingline Loans; sixth , to pay or prepay principal of the Acquisition Revolving Loans, principal of the Working Capital Revolving Loans, unpaid reimbursement obligations in respect of Letters of Credit (on a pro rata basis); and seventh , to the payment of any other Obligation due to any Agent or any Lender (on a pro rata basis), provided , however , that , notwithstanding the foregoing, the proceeds of any sale, or other realization upon all or any part of the Collateral shall be applied by the Administrative Agent in accordance with the terms of any Intercreditor Agreement then in effect.  Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrowers’ Agent, or unless an Event of Default has occurred and is continuing, neither the Administrative Agent nor any Lender shall apply any payments which it receives to any LIBOR Borrowing, except (i) on the expiration date of the Interest Period applicable to any such LIBOR Borrowing, or (ii) in the event, and only to the extent, that there are no outstanding Alternate Base Rate Borrowings.

(f)                                    Upon receipt by the Administrative Agent: (i) prior to the termination of the Intercreditor Agreement of any amounts in connection with the Obligations pursuant to Section 9 of the Intercreditor Agreement for the benefit of the Secured Parties under this Agreement, and (ii) as of and after the termination of the Intercreditor Agreement, of any Proceeds of Collateral or payments after an Event of Default by any Guarantor, in the case of each of clause (i)  and (ii) , the Administrative Agent shall apply all or any part of such amounts, whether or not held in any collateral account or otherwise received by the Administrative Agent, against the Obligations, such application to be in the following order: first , to pay incurred and unpaid fees and expenses of the Agents under the Loan Documents; second to pay (a) all Credit Obligations, (b) the Secured Qualified Hedging Obligations, (c) the Secured Qualified Bank Product Obligation, and (d) the Cash Collateralization of any outstanding Letters of Credit to the Issuing Banks, pro rata among the Secured Parties according to the amounts of such Obligations then held by such Secured Parties; provided that the pro rata share of such Proceeds reserved for Qualified Counterparties under clauses (b)  and (c)  above, shall be allocated among such Qualified Counterparties according to their portion of the Qualified Obligation Aggregate Cap agreed from time to time with the Technical Agent; and third, any balance of such Proceeds remaining after the Termination Date,

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shall be paid over to the applicable Grantor or to whomsoever else may be lawfully entitled to receive the same.

(g)                                   Except for any settlement delay provided or specified in Section 2.2(f)  or as otherwise provided in Section 2.20 with respect to a Defaulting Lender, each payment or prepayment received by the Administrative Agent hereunder or under any Note for the account of a Lender shall be paid promptly to such Lender, in immediately available funds.  If the Administrative Agent fails to send to any Lender the product of such Lender’s Commitment Percentage, times the aggregate amount of any such payment or prepayment received by the Administrative Agent for the account of all the Lenders by the close of business on the date such payment was deemed received by the Administrative Agent in accordance with Section 2.7(h)  below, the Administrative Agent shall pay to such Lender interest on such Lender’s pro-rata portion of such payment timely received by the Administrative Agent from such date of receipt by the Administrative Agent to the date that such Lender receives its pro-rata portion of such payment, such interest to accrue at the Federal Funds Effective Rate and to be payable upon written request from such Lender.

(h)                                  All sums payable by the Borrowers to the Administrative Agent hereunder or pursuant to the Notes or any of the other Loan Documents for its own account or the account of the Lenders shall be payable in United States dollars in immediately available funds not later than 12:00 p.m. (noon) on the date such payment or prepayment is due and shall be made without set-off, counterclaim or deduction of any kind.  Any such payment or prepayment received and accepted by the Administrative Agent after 12:00 p.m. (noon) shall be considered for all purposes (including the payment of interest, to the extent permitted by law) as having been made on the next succeeding Business Day.  All such payments or prepayments shall be made at the Principal Office.  If any payment or prepayment becomes due and payable on a day which is not a Business Day, then the date for the payment thereof shall be extended to the next succeeding Business Day and interest shall be payable thereon at the then applicable rate per annum during such extension.

Section 2.8                                     Interest Rates for Loans .

(a)                                  Subject to Section 10.6 , the Loans shall bear interest on their respective outstanding principal balances at the Alternate Base Rate; provided , that (i) at the request of the Administrative Agent or the Required Lenders, all principal outstanding, whether then due and payable, after the occurrence of an Event of Default that has not been cured to the satisfaction of the Administrative Agent and the requisite Lenders required hereunder or waived in writing by the Administrative Agent and the requisite Lenders required hereunder shall bear interest at the Default Rate, which shall be due and payable upon demand, (ii) past due principal and interest shall bear interest at the Default Rate, which shall be payable on demand, and (iii) subject to the provisions hereof, the Borrowers shall have the option of having all or any portion of the principal balances from time to time outstanding under the Loans (other than Swingline Loans) bear interest until their respective maturities at a rate per annum equal to the Adjusted LIBOR Rate (together with the Alternate Base Rate, individually herein called an “ Interest Option ” and collectively called “ Interest Options ”).  The records of the Administrative Agent, with respect to Interest Options, Interest Periods and the amounts of Loans to which they are applicable shall be binding and conclusive, absent manifest error.  Interest on the Loans shall be calculated at the Alternate

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Base Rate, except where it is expressly provided pursuant to this Agreement that the Adjusted LIBOR Rate is to apply.

(b)                                  The Borrowers shall have the right to designate or convert their Interest Options in accordance with the provisions hereof.  Provided no Default or Event of Default has occurred and is continuing, and subject to the provisions of the last sentence of Section  2.8(a)  and the provisions of Sections 2.8 , 2.9 , 2.10 or 2.11 , the Borrowers may elect to have the Adjusted LIBOR Rate apply or continue to apply to all or any portion of the principal balances of the Revolving Loans.  Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Revolving Loans, but such conversion alone shall not change the outstanding principal balance of the Revolving Loans.  The Interest Options shall be designated or converted in the manner provided below:

(i)                                      The Borrowers’ Agent shall give the Administrative Agent notice by telephone, promptly confirmed by written notice (the “ Rate Selection Notice ”) substantially in the form of Exhibit F hereto.  Each such telephone and written notice shall specify the amount and type of borrowings that are the subject of the designation; the amount and type of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation or conversion (which, in the case of conversion of LIBOR Borrowings, shall be the last day of the Interest Period applicable thereto) and the Interest Period or Periods, if any, selected by the Borrowers.  Such notice by telephone, and followed by written notice, shall be irrevocable and shall be given to the Administrative Agent no later than the applicable Rate Selection Date.  If (A) a new Revolving Loan is to be a LIBOR Borrowing, (B) an existing LIBOR Borrowing is maturing at the time that a new Revolving Loan is being requested and the Borrowers are electing to have such existing portion of the outstanding principal balance of the Revolving Loans going forward bear interest at the same Interest Option and for the same Interest Period as the new Revolving Loan, or (C) a portion of an Alternate Rate Borrowing is to be converted so as to bear interest at the same Interest Option and for the same Interest Period as the new Revolving Loan, then the Rate Selection Notice shall be included in the Request for Extension of Credit applicable to the new Revolving Loan, which shall be given to the Administrative Agent no later than the applicable Rate Selection Date.

(ii)                                   No more than six LIBOR Borrowings and corresponding Interest Periods shall be outstanding at any one time with respect to either the Working Capital Revolving Loans or the Acquisition Revolving Loans.  Each LIBOR Borrowing shall be in a minimum aggregate principal amount of at least $1,000,000, with any increases over such minimum amount being in integral aggregate multiples of $500,000.

(iii)                                Principal included in any borrowing shall not be included in any other borrowing which exists at the same time.

(iv)                               Each designation or conversion shall occur on a Business Day.

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(v)                                  Except as provided in Sections  2.8 , 2.9 , 2.10 or 2.11 , no LIBOR Borrowing shall be converted on any day other than the last day of the applicable Interest Period unless the Borrowers pay any resulting Consequential Loss.

(vi)                               The Administrative Agent shall promptly advise the Lenders of any Rate Selection Notice given pursuant to this Section 2.8 and of each Lender’s pro-rata portion of such designation or conversion hereunder.

(c)                                   All fees (including the Commitment Fee) will be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which payable.

(d)                                  All interest on LIBOR Borrowings will be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which payable.

(e)                                   All interest on Alternate Base Rate Borrowings will be computed on the basis of a year of 365 or 366 days, as applicable, and actual days elapsed (including the first day but excluding the last day) occurring in the period for which payable.

Section 2.9                                     Illegality .  If any Lender determines that any Change in Law has made it unlawful or impracticable, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, fund, permit the establishment of or maintain any LIBOR Borrowing or to determine or charge interest rates based upon the Adjusted LIBOR Rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then (a) the commitment of the Lenders to establish or maintain the Adjusted LIBOR Rate affected by such adoption or change shall forthwith be canceled, (b) the affected LIBOR Borrowings shall be automatically converted to Alternate Base Rate Borrowings, and (c) the Borrowers shall forthwith, upon demand by the Administrative Agent to the Borrowers’ Agent, (i) pay all accrued and unpaid interest to date on the amount so converted; and (ii) pay any amounts required to compensate the Administrative Agent and the Lenders for any additional cost or expense which the Administrative Agent or any Lender may incur as a result of such Change in Law and any Consequential Loss which the Administrative Agent or any Lender may incur as a result of such conversion to the Alternate Base Rate.  If, when the Administrative Agent so notifies the Borrowers’ Agent, the Borrowers have given a Rate Selection Notice specifying one or more borrowings of the type with respect to which such demand was made but the selected Interest Period or Interest Periods has not yet begun, such Rate Selection Notice shall be deemed to be of no force and effect, as if never made, and the balance of the Loans specified in such Rate Selection Notice shall bear interest at the Alternate Base Rate until a different available Interest Option shall be designated in accordance herewith.

Section 2.10                              Inability to Determine Rates .  If for any reason with respect to any Interest Period the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that:  (i) the Administrative Agent is unable through its customary general practices to determine a rate at which the Administrative Agent is offered deposits in Dollars by prime banks in the London interbank market, in the appropriate amount for

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the appropriate period, or by reason of circumstances affecting the London interbank market generally, the Administrative Agent is not being offered deposits for the applicable Interest Period and in an amount equal to the amount of any LIBOR Borrowing requested by the Borrowers, or (ii) the Adjusted LIBOR Rate will not adequately and fairly reflect the cost to any Revolving Lender of making and maintaining any LIBOR Borrowing hereunder for any proposed Interest Period, then the Administrative Agent shall give the Borrowers’ Agent notice thereof explaining in reasonable detail the circumstances giving rise to such notice, and thereupon, (A) any Rate Selection Notice previously given by the Borrowers designating an Adjusted LIBOR Rate which has not commenced as of the date of such notice from the Administrative Agent shall be deemed for all purposes hereof to be of no force and effect, as if never given, and (B) until the circumstances giving rise to such notice from the Administrative Agent no longer exist, each Rate Selection Notice requesting an Adjusted LIBOR Rate shall be deemed a request for an Alternate Base Rate Borrowing, and each outstanding LIBOR Borrowing then in effect shall be converted, without any notice to or from the Borrowers, upon the termination of the Interest Period then in effect to an Alternate Base Rate Borrowing.

Section 2.11                              Increased Costs .

(a)                                  Increased Costs Generally .  If any Change in Law shall:

(i)                                      impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted LIBOR Rate) or any Issuing Bank;

(ii)                                   subject any Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b)  through (d)  of the definition of Excluded Taxes and (C) Taxes imposed on or measured by net income as a result of a present or former connection between such Lender and the jurisdiction imposing such Tax (other than connections arising solely from such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document), franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)                                impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Issuing

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Bank or other Recipient, the Borrower will pay to such Lender, Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b)                                  Capital Requirements .  If any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered.

(c)                                   Certificates for Reimbursement .  A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in clause (a)  or (b)  of this Section and delivered to the Borrowers, shall be conclusive absent manifest error.  The Borrowers shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d)                                  Delay in Requests .  Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

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or withholding of any Tax from any such payment, then the applicable Credit Party shall (A) promptly notify the applicable Recipient of such requirement to so deduct or withhold such Tax, (B) pay to the relevant Governmental Authorities the full amount required to be so deducted or withheld, (C) promptly forward to such Recipient an official receipt (or certified copies thereof), or other documentation reasonably acceptable to such Recipient evidencing such payment to such Governmental Authorities and (D) if such Tax is an Indemnified Tax, pay to such Recipient, in addition to whatever net amount of such payment is paid to such Recipient, such additional amount as is necessary to ensure that the total amount actually received by such Recipient (free and clear of Indemnified Taxes imposed on or with respect to such additional amount) will equal the full amount of the payment such Recipient would have received had no such deduction or withholding in respect of Indemnified Taxes been required.

(c)                                   Payment of Other Taxes by the Borrower .  In addition, the relevant Credit Party or Credit Parties shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(d)                                  Indemnification by the Borrower .  The Credit Parties shall jointly and severally indemnify each Recipient, within 10 days after written demand (including, if available, a copy of the certificate of payment or similar document) therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)                                   Indemnification by the Lenders .  Each Lender shall severally indemnify each Agent, within 10 days after written demand (including a copy of the certificate of payment or similar document, if available), for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified such Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section  10.11 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by such Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes such Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such Agent to the Lender from any other source against any amount due to such Agent under this clause (e) .

(f)                                    Evidence of Payments .  As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section  2.12 , such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such

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Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g)                                   Status of Lenders .  (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower’s Agent and the Administrative Agent, at the time or times reasonably requested by the Borrower’s Agent or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower’s Agent or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by the Borrower’s Agent or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower’s Agent or the Administrative Agent as will enable the Borrower’s Agent or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.12(g)(ii)(A) , (g)(ii)(B) , (g)(ii)(C)  and (g)(ii)(D)  below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)                                   Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Borrower,

(A)                                any Lender that is a U.S. Person shall deliver to the Borrower’s Agent and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower’s Agent or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)                                any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower’s Agent and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower’s Agent or the Administrative Agent), whichever of the following is applicable:

(1)                                  in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

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(2)                                  executed originals of IRS Form W-8ECI;

(3)                                  in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed originals of IRS Form W-8BEN; or

(4)                                  to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-3 , IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such direct and indirect partner;

(C)                                any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower’s Agent and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower’s Agent or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower’s Agent or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)                                if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower’s Agent and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower’s Agent or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower’s Agent or the Administrative Agent as may be necessary for the Borrower’s Agent and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount

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to deduct and withhold from such payment.  Solely for purposes of this clause (D) , “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower’s Agent and the Administrative Agent in writing of its legal inability to do so.

(h)           Survival .  Each party’s obligations under this Section  2.12 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 2.13          Compensation for Losses .  The Borrowers hereby agree (without duplication of any other indemnity obligation hereunder) to indemnify each Agent and each of the Revolving Lenders against and hold each of them harmless from any Consequential Loss which it may incur or sustain as a consequence of (a) any prepayment (mandatory or optional) of any LIBOR Borrowing, (b) any acceleration of the Revolving Loans or exercise of remedies upon an Event of Default that results in the repayment or conversion of any LIBOR Borrowing, or any increase in the cost of maintaining any LIBOR Borrowing, (c) any failure by the Borrowers to convert or to borrow any LIBOR Borrowing on the date specified by the Borrowers, (d) any assignment of any LIBOR Borrowing on a day other than the last day of the Interest Period therefor as a result of a request by the Borrowers pursuant to Section  2.14(b)  or (e)  any increase in commitments pursuant to Section  2.4(c)  that results in a repayment of any LIBOR Borrowing on a date other than an Interest Payment Date.  This indemnity shall survive termination of the Commitment and this Agreement.  A certificate as to any additional amounts payable to an Agent or any Revolving Lender pursuant to this paragraph, detailing the basis therefor and submitted by such Agent or such Revolving Lender to the Borrowers’ Agent shall be conclusive and binding upon the Borrowers, absent manifest error, provided the calculation thereof is set forth in reasonable detail in such notice.

Section 2.14          Mitigation Obligations; Replacement of Lenders .

(a)           Designation of a Different Lending Office .  If any Lender requests compensation under Section  2.11 , or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section  2.12 , then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.11 or 2.12 , as the case may be, in the future, and (ii) would not subject such Lender to unreimbursed cost or expenses in excess of $1,000 over the life of this Agreement and would not otherwise be disadvantageous to such Lender.  The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

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(b)           Replacement of Lenders .  If any Lender requests compensation under Section  2.11 , or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section  2.12 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.14(a) , or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section  10.11 ), all of its interests, rights (other than its existing rights to payments pursuant to Sections  2.11 or 2.12 ) and obligations under this Agreement and the related Loan Documents at par to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i)            the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.11 ;

Section 2.15          Letters of Credit .

(a)           Subject to the terms and conditions contained herein, the Borrowers shall have the right to utilize a portion of the Working Capital Revolving Commitment from time to time prior to the Termination Date to obtain from an Issuing Bank one or more Letters of Credit for the account or liability of any Borrower, any of their Subsidiaries that are Credit Parties or the Parent, in such amounts and in favor of such beneficiaries as the Borrowers from time to time shall request; provided , that in no event shall an Issuing Bank issue or have any obligation to issue any Letter of Credit if (i) the face amount of such Letter of Credit, plus the Letter of Credit Exposure Amount at such time would exceed the Dollar Equivalent of $500,000,000, (ii) the face amount of such Letter of Credit would exceed the Working Capital Facility Availability, (iii) such Letter of Credit would have an expiry date beyond the earlier to occur of (A) five Business Days prior to the scheduled Termination Date, (B) with respect to Standby Letters of Credit, one full year after the issuance date of such Standby Letter of Credit, or (C) with respect to Trade Letters of Credit, 180 days after the issuance date of such Trade Letter of Credit, (iv) such Letter of Credit is not in a form and does not contain terms satisfactory to the Administrative Agent in its reasonable credit judgment, (v) the Borrowers have not executed and delivered such Applications and other information, instruments and agreements relating to such Letter of Credit as the Administrative Agent and the applicable Issuing Bank shall have reasonably requested, (vi) a Default or Event of Default has occurred and is continuing, (vii) after giving effect to the issuance of any Letter of Credit, the aggregate amount of outstanding Letter of Credit Exposure Amount attributable to Letters of Credit issued by such Issuing Bank exceeds such Issuance Bank’s Issuance Cap, (viii) such Letter of Credit is not being issued or has not been issued in connection with transactions occurring in the ordinary course of business of the Credit Parties, (ix) the maximum Dollar Equivalent of Letters of Credit issued in Canadian Dollars would exceed $50,000,000, or (x) such Letter of Credit or the issuance of such Letter of Credit would violate one or more policies of the applicable Issuing Bank, as determined by such Issuing Bank.  Each Letter of Credit may be issued for the account or liability of or used by the Borrowers, any of their Subsidiaries that are Credit Parties or the Parent, but the Credit Parties shall have full liability for each Letter of Credit.  The above limitations on the tenor of any Standby Letter of Credit issued hereunder shall not be deemed to be violated by the inclusion in such Standby Letter of Credit of an “evergreen clause” providing

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for the automatic renewal of such Standby Letter of Credit for successive periods not exceeding one year in each instance, absent notice to the beneficiary and the account party of the applicable Issuing Bank’s election not to renew such Standby Letter of Credit at least 30 days prior to the then effective expiry date of such Letter of Credit.

(b)           If requesting the issuance of any Letter of Credit, the Administrative Agent (on behalf of the Lenders) and the applicable Issuing Bank shall have received the following, all of which shall be duly executed and in Proper Form: (A) a completed Application (as may be required by the applicable Issuing Bank) signed by a Responsible Officer or Financial Officer of the Borrowers’ Agent (or any person designated in writing by a Responsible Officer or Financial Officer of the Borrowers’ Agent) delivered (1) with respect to any Letter of Credit to be issued by an Issuing Bank other than BNP Paribas, New York Branch, by 10:00 a.m. at least three Business Days’ prior to the requested date of issuance, which date shall be a Business Day, or (2) with respect to any Letter of Credit to be issued by BNP Paribas, New York Branch as Issuing Bank, (x) other than if such date is the last Business Day of a quarter, by no later than noon, on the requested date of issuance, which date shall be a Business Day, or (y) if such date is the last Business Day of a quarter, by no later than 10:00 a.m., on the requested date of issuance, which date shall be a Business Day; (B) payment of the first letter of credit fee as and by the time required in this Section 2.15 ; and (C) such other Applications, certificates and other documents as the Administrative Agent on behalf of the Lenders or such Issuing Bank may reasonably require.  In accordance with the provisions of Section 2.2(f) , the Administrative Agent shall periodically notify each Working Capital Revolving Lender that a Letter of Credit has been requested in the amount reflected in such Application and inform such Lender of the amount of its pro-rata portion of such proposed Letter of Credit (based upon such Lender’s Commitment Percentage).  Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank will also deliver to the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)           Simultaneously with an Issuing Bank’s issuance and delivery of any Letter of Credit, such Issuing Bank shall be deemed, without further action, to have sold to each Working Capital Revolving Lender, and each such Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation interest (which participation shall be nonrecourse to such Issuing Bank) equal to such Lender’s Commitment Percentage at such time in such Letter of Credit and all of the Letter of Credit Exposure Amount related to such Letter of Credit.  Each Working Capital Revolving Lender acknowledges and agrees that its obligation to acquire participations in each Letter of Credit, as well as its obligation to make the payments specified in this Section  2.15 and the right of such Issuing Bank to receive the same in the manner specified herein, are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default hereunder, and that each such payment shall be made in Dollars and without any offset, abatement, withholding or reduction whatsoever.

(d)           The Borrowers promise to repay, to the applicable Issuing Bank, the amount of all Letter of Credit Advances on a same-day basis.  To effect repayment of any such Letter of Credit Advance not reimbursed by the Borrowers, the Administrative Agent shall, to the extent available, satisfy such Letter of Credit Advance (subject to the terms and conditions of Section  2.1 and Section 4.1 ) by causing the Working Capital Revolving Lenders to make a Working Capital

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Revolving Loan if (i) such Letter of Credit Advance is (and such Working Capital Revolving Loan is to be) made prior to the Termination Date, (ii) the Working Capital Facility Availability would be equal to or greater than zero after giving effect to such Working Capital Revolving Loan and the resulting repayment of such Letter of Credit Advance to be contemporaneously paid with the proceeds of such Loan, and (iii) no Default or Event of Default shall have occurred which is then continuing, and any such Working Capital Revolving Loan shall bear interest pursuant to Section  2.8(a)  at the Alternate Base Rate.  If any Letter of Credit Advance cannot be so satisfied, such Letter of Credit Advance shall be considered for all purposes as a demand obligation owing by the Borrowers to the Administrative Agent, and each such Letter of Credit Advance shall bear interest from the date thereof at the Default Rate, without notice of presentment, demand, protest or other formalities of any kind (said past due interest on such Letter of Credit Advance being payable on demand).  The unavailability of a Working Capital Revolving Loan to effect repayment of any such Letter of Credit Advance in accordance with the second sentence of this Section 2.15(d)  shall not in any way whatsoever affect the Borrowers’ obligation to pay each Letter of Credit Advance on demand and to pay interest at the Default Rate on the amount of such unreimbursed Letter of Credit Advance.  Except for any settlement delay provided in Section 2.2(f) , the Administrative Agent will pay to each Working Capital Revolving Lender such Lender’s Working Capital Commitment Percentage of all amounts received from the Borrowers by the Administrative Agent, if any, for application, in whole or in part, against the Letter of Credit Advances in respect to any Letter of Credit, but only to the extent such Working Capital Revolving Lender has made its full pro-rata payment of each drawing under the Letter of Credit to which such Letter of Credit Advance relates.  All rights, powers, benefits and privileges of this Agreement with respect to the Revolving Loans, all security therefor (including the Collateral) and guaranties thereof (including the Guaranties) and all restrictions, provisions for repayment or acceleration and all other covenants, warranties, representations and agreements of the Borrowers contained in this Agreement with respect to the Revolving Loans shall apply to such Letter of Credit Advances.

(e)           In consideration of the issuance of each Letter of Credit pursuant to the provisions of this Section  2.15 , the Borrowers agree to pay (subject to Section 10.6 ) to the Administrative Agent for the ratable benefit of the Working Capital Revolving Lenders a letter of credit fee (computed on the basis of the actual number of days elapsed in a year composed of 360 days) in an amount equal to the product of (i) the Applicable Margin in effect for LIBOR Borrowings for the applicable period times (ii) the undrawn amount of the applicable Letter of Credit, with each letter of credit fee to commence to accrue as of the date of issuance of such Letter of Credit and to be effective as to any reductions in the undrawn amount of such Letter of Credit as of the date of any such reduction (whether resulting from payments thereunder by the Administrative Agent, by agreement of the beneficiary thereunder or automatically by the terms of the Letter of Credit).  Such letter of credit fee shall be due and payable, in arrears, on the last Business Day of each calendar quarter and on the Termination Date.

(f)            The Borrowers hereby agree to pay to the Issuing Bank issuing a Letter of Credit hereunder for such Issuing Bank’s sole benefit a fronting fee separately agreed with such Issuing Bank per annum on the available amount of each Letter of Credit issued hereunder computed on the daily amount available to be drawn under such Letter of Credit and on a quarterly basis in arrears.  Fronting fees shall be due and payable to the applicable Issuing Banks in immediately available funds on the first Business Day after the end of March, June, September and December and upon the Termination Date.  All past due fronting fees shall bear interest at the

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Default Rate and shall be payable upon demand by the Administrative Agent.  The Borrowers also hereby agree to pay to such Issuing Bank for such Issuing Bank’s sole benefit any and all other issuance, administrative, amendment, negotiation, payment and other normal and customary fees which are charged by such Issuing Bank in connection with the issuance or negotiation of any of Letter of Credit and the presentation or payment of any draw under any such Letter of Credit, with all of such amounts being due and payable to the Administrative Agent upon demand.

(g)           The obligations of the Borrowers under this Agreement in respect of the Letters of Credit and all Letter of Credit Advances are absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including the following circumstances:

(i)            any lack of validity or enforceability of this Agreement, any Letter of Credit or any other Loan Document;

(ii)           any amendment or waiver of default under or any consent to departure from the terms of this Agreement or any Letter of Credit without the express prior written consent of the Administrative Agent;

(iii)          the existence of any claim, set-off, defense or other right which any beneficiary or any transferee of any Letter of Credit (or any entities for whom any such beneficiary or any such transferee may be acting), or any Person (other than the Administrative Agent or the Lenders) may have, whether in connection with this Agreement, the Letters of Credit, the transactions contemplated hereby or any unrelated transaction;

(iv)          any statement, draft, certificate, or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; provided , that the Administrative Agent will examine each document presented under each Letter of Credit to ascertain that such document appears on its face to comply with the terms thereof; and

(v)           any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

(vi)          Subject to the settlement delay procedures of Section  2.2(f) , the Administrative Agent shall give facsimile notice or electronic mail communication to the Working Capital Revolving Lenders of the receipt and amount of any draft presented under any Letter of Credit and the date on which payment thereon will be made, and each of the Working Capital Revolving Lenders shall, by 1:00 p.m. on the date such payment is to be made under such Letter of Credit, pay in immediately available funds, an amount equal to the product of (i) such Lender’s Working Capital Commitment Percentage times (ii) the amount of such payment to be made by the applicable Issuing Bank to the beneficiary under such Letter of Credit.  Any Working Capital Revolving Lender failing to timely deliver its requisite portion of any such payment shall deliver the same to the Administrative Agent as soon as possible thereafter, together with interest on such amount for each day from the

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due date for such payment to the date of payment by such Lender to the Administrative Agent of such amount at a rate of interest per annum equal to the Federal Funds Effective Rate for such period.  Each Working Capital Revolving Lender hereby absolutely and unconditionally assumes, as primary obligor and not as a surety, and agrees to pay and discharge, and to indemnify and hold the Administrative Agent harmless from liability in respect of, such Lender’s pro-rata share (based on such Lender’s Working Capital Commitment Percentage) of any amounts owing by such Lender to the Administrative Agent in accordance with the immediately preceding sentence.

(h)           On the date falling 15 Business Days prior to the Termination Date or if any Event of Default shall occur and be continuing, on the Business Day that the Borrowers’ Agent receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Working Capital Revolving Lenders with Letter of Credit Exposure Amount representing greater than 50% of the total Letter of Credit Exposure Amount) demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Working Capital Revolving Lenders (the “ LC Collateral Account ”), an amount in cash equal to 105% of the Letter of Credit Exposure Amount as of such date plus accrued and unpaid interest and fees thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clauses (l) , (m)  or (n)  of Section  8.1 .  Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations.  The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account.  Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Technical Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest.  Interest or profits, if any, on such investments shall accumulate in such account.  Moneys in such account shall be applied by the Administrative Agent to reimburse a Working Capital Revolving Lender for Letter of Credit Advances for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the Letter of Credit Exposure Amount at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Working Capital Revolving Lenders with Letter of Credit Exposure Amount representing greater than 50% of the total Letter of Credit Exposure Amount), be applied to satisfy other Obligations.  If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all such Events of Default have been cured or waived.

(i)            On the Restatement Effective Date, without further action by any party hereto, the Letters of Credit issued pursuant to the Existing Credit Agreement shall be deemed to have been issued pursuant to this Section  2.15 and from and after the Restatement Effective Date shall be subject to and governed by the terms and conditions hereof.

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Section 2.16          Swingline Loans .

(a)           Subject to the terms and conditions hereof, the Swingline Lender may, in its sole discretion, make loans for the Swingline Lender’s own account (each a “ Swingline Loan ”) to the extent the same would otherwise have been available to the Borrowers under the Working Capital Revolving Commitments, in an aggregate principal amount at any one time outstanding up to, but not exceeding, $50,000,000; provided , however , that at no time shall the Swingline Lender make any Swingline Loan to the extent that, after giving effect to such Swingline Loan, the Working Capital Facility Availability would be less than zero; and provided further , however , that the Swingline Lender shall not make any Swingline Loan if any Event of Default exists of which the Swingline Lender has actual knowledge.  Each Swingline Loan shall be an Alternate Base Rate Borrowing and shall in any event mature no later than the Termination Date.  Subject to the conditions herein and within the limits set forth in the first sentence of this paragraph, any Swingline Loan prepaid prior to the Termination Date may be reborrowed as an additional Swingline Loan by the Borrowers pursuant to the terms of this Agreement.

(b)           To request a Swingline Loan, the Borrowers’ Agent shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 1:00 p.m., on the day of a proposed Swingline Loan.  Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan.  The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrowers’ Agent, and subject to the terms of this Agreement, the Swingline Lender may make a Swingline Loan available to the Borrowers by means of a credit to the general deposit account of the Borrowers specified in such request with the Swingline Lender by 5:00 p.m. on the requested date of such Swingline Loan.

(c)           No less frequently than once per week and at such other times as the Swingline Lender may desire, the Swingline Lender shall submit a written settlement request to the Administrative Agent, which settlement request shall specify the outstanding principal amount of the Swingline Loans to be repaid.  Each applicable Revolving Lender shall pay to the Administrative Agent, for the account of the Swingline Lender, in the manner provided below, such Revolving Lender’s Commitment Percentage (either Acquisition Commitment Percentage or Working Capital Commitment Percentage, as the case may be depending on the Revolving Facility drawn on to fund the applicable settlement request) of all of the outstanding Swingline Loans specified in each settlement request.  The Administrative Agent shall forward notice of each such settlement request to each applicable Revolving Lender on the day such settlement request is received by the Administrative Agent (except that any such settlement request received by the Administrative Agent after 2:00 p.m. on any Business Day or any such settlement request received on a day that is not a Business Day shall not be required to be forwarded to the applicable Revolving Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Revolving Lender’s either Acquisition Commitment Percentage or Working Capital Commitment Percentage, as the case may be, of the aggregate principal amount of the Swingline Loans stated to be outstanding in such notice to be paid, and, notwithstanding whether or not the conditions precedent set forth in Sections 4.1 or 4.2 shall have been satisfied (which conditions precedent the Revolving Lenders hereby irrevocably waive), each applicable Revolving Lender shall, before 11:00 a.m. on the Business Day next succeeding the date of such Lender’s receipt of such notice, make available to the Administrative Agent, in immediately available funds, for the account of the Swingline Lender, the amount specified in such statement.  Upon such payment by a Revolving

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Lender, such Lender shall, except as provided in Section 2.16(d) , be deemed to have made either a Working Capital Revolving Loan or Acquisition Revolving Loan (as applicable) to the Borrowers in the amount of such payment.  The Borrowers agree that all such Revolving Loans so made shall be deemed to have been requested by them and direct that all proceeds thereof shall be used to repay the Swingline Loans to the Swingline Lender, and the Administrative Agent shall use such funds received from such Revolving Lenders to repay the Swingline Loans to the Swingline Lender.  To the extent that any applicable Revolving Lender fails to make such payment available to the Administrative Agent for the account of the Swingline Lender and the Swingline Exposure is not reallocated to the non-Defaulting Lenders in accordance with Section 2.20(a) , the Borrowers shall repay such Swingline Loan within five Business Days following notice from the Administrative Agent.

(d)           Upon the occurrence of any Event of Default described in Section 8.1(l)  through Section 8.1(o)  each Working Capital Revolving Lender shall acquire, without recourse or warranty, an undivided participation in each Swingline Loan otherwise required to be repaid pursuant to Section  2.16(c) , which participation shall be in a principal amount equal to such Lender’s Working Capital Commitment Percentage of such Swingline Loan, by paying to the Swingline Lender on the date on which the applicable Lenders would have made a payment in respect of such Swingline Loan pursuant to Section  2.16(c) , in immediately available funds, an amount equal to such Lender’s Working Capital Commitment Percentage of such Swingline Loan.  If all or part of such amount is not in fact made available by such Revolving Lender to the Swingline Lender on such date, the Swingline Lender shall be entitled to recover any such unpaid amount on demand from such Lender together with interest accrued from such date at the Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to Alternate Base Rate Borrowings.

(e)           From and after the date on which any Revolving Lender (i) is deemed to have made a Revolving Loan pursuant to Section  2.16(c)  with respect to any Swingline Loan or (ii) purchases an undivided participation interest in a Swingline Loan pursuant to Section 2.16(d) , the Swingline Lender shall promptly distribute to such Lender such Lender’s applicable Commitment Percentage of all payments of principal of and interest received by the Swingline Lender on account of such Swingline Loan other than those received from a Revolving Lender pursuant to Sections 2.16(c)  or 2.16(d) .

Section 2.17          Pro-Rata Treatment .

(a)           Except to the extent otherwise provided herein (including as specified in Sections 2.2(f)  and 2.15(b)  and 2.20 ):  (i) each payment of Commitment Fees shall be made and applied for the account of the Revolving Lenders pro-rata according to each Revolving Lender’s Commitment Percentage, (ii) each borrowing from the Working Capital Revolving Lenders under Section  2.1 shall be made, and each termination or reduction of the Working Capital Revolving Commitments of the Working Capital Revolving Lenders under Section  2.4 shall be applied, pro-rata, according to each Working Capital Revolving Lender’s Working Capital Commitment Percentage; (iii) each borrowing from the Acquisition Revolving Lenders under Section  2.1 shall be made, and each termination or reduction of the Acquisition Revolving Commitments of the Acquisition Revolving Lenders under Section  2.4 shall be applied, pro-rata, according to each Acquisition Revolving Lender’s Acquisition Commitment Percentage, (iv) each payment or

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prepayment by the Borrowers of principal of or interest on Working Capital Revolving Loans (other than Swingline Loans) shall be made to the Administrative Agent for the account of the Working Capital Revolving Lenders pro-rata in accordance with the respective unpaid principal amounts of such Loans held by such Lenders, and amounts payable with respect to Swingline Loans shall be paid only to the Swingline Lender; (v) each payment or prepayment by the Borrowers of principal of or interest on Acquisition Revolving Loans shall be made to the Administrative Agent for the account of the Acquisition Revolving Lenders pro-rata in accordance with the respective unpaid principal amounts of such Loans held by such Lenders; (vi) the Working Capital Revolving Lenders (other than an Issuing Bank in its capacity as a Revolving Lender) shall purchase from such Issuing Bank participations in the Letters of Credit to the extent of their respective Working Capital Commitment Percentages upon issuance by such Issuing Bank of each Letter of Credit as otherwise provided for herein, and (vii) the Working Capital Revolving Lenders (other than the Swingline Lender) shall purchase from the Swingline Lender participations in the Swingline Loans to the extent of their respective Working Capital Commitment Percentages upon request by the Swingline Lender as otherwise provided for herein.

(b)           Except for any settlement delay provided or specified in Section 2.2(f) , unless the Administrative Agent shall have been notified in writing by any Revolving Lender prior to the date of a proposed Revolving Loan that such Revolving Lender will not make the amount that would constitute such Revolving Lender’s Commitment Percentage of such Revolving Loan on such date available to the Administrative Agent at the Principal Office, the Administrative Agent may assume that such Revolving Lender has made such amount available to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption and subject to the terms and conditions of this Agreement, make such amount available to the Borrowers by depositing the same, in immediately available funds, in a general deposit account maintained by the Borrowers and designated by the Borrower’s Agent in the applicable Request for Extension of Credit.  Any Revolving Lender failing to timely deliver its requisite portion of such Revolving Loan shall deliver the same to the Administrative Agent as soon as possible thereafter, together with interest on such amount for each day from the due date for such payment to the date of payment by such Revolving Lender to the Administrative Agent of such amount at a rate of interest per annum equal to the Federal Funds Effective Rate for such period.  In addition, the Borrowers hereby agree that within five Business Days following demand by the Administrative Agent, the Borrowers shall reimburse the Administrative Agent for any such amount which any Revolving Lender has failed to timely deliver to the Administrative Agent, but which the Administrative Agent may have previously made available to the Borrowers in accordance with the other provisions of this Section 2.17(b) .  If a requested Revolving Loan shall not occur on any date specified by the Borrowers as set forth in the applicable Request for Extension of Credit because all of the conditions for such Revolving Loan set forth herein or in any of the other Loan Documents shall have not been met, the Administrative Agent shall return the amounts so received from the Revolving Lenders in respect of such requested Revolving Loan to the applicable Revolving Lenders as soon as practicable.

Section 2.18          Sharing of Payments, Etc .  The Credit Parties agree that, in addition to (and without limitation of) any right of set-off, bankers’ lien or counterclaim a Lender may otherwise have, each Lender shall be entitled, at its option upon the occurrence and during the continuation of an Event of Default, to offset balances held by it for the account of any of the Credit Parties at any of its offices against any principal of or interest on any of such Lender’s Loans to the

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Borrowers hereunder, such Working Capital Revolving Lender’s Working Capital Commitment Percentage of the Letter of Credit Exposure Amounts or the Swingline Exposure, or any other Obligation of the Credit Parties owing to any such Lender under any of the Loan Documents regardless of whether such offset balances are then due to the Credit Parties, in which case it shall promptly notify the Borrowers’ Agent and the Administrative Agent thereof, provided , that such Lender’s failure to give such notice shall not affect the validity thereof.  If a Lender shall obtain payment (other than the Swingline Lender obtaining payment of all or any portion of a Swingline Loan) of any principal of or interest on any Loan made by it under this Agreement, any Letter of Credit Exposure Amount, any Swingline Exposure or other obligation then due to such Lender under any Loan Document, through the exercise of any right of set-off (including any right of set-off or lien granted under Section 10.14 ), banker’s lien, counterclaim or similar right, or otherwise, it shall promptly purchase from the other Lenders participations in the Loans made by, the Letter of Credit Exposure Amount or the Swingline Exposure of, or the other obligations of the Credit Parties hereunder or thereunder of, the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Lenders shall share the benefit of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro-rata in accordance with their respective Commitment Percentages.  To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored.  The Credit Parties agree, to the fullest extent they may effectively do so under applicable law, that any Lender so purchasing a participation in the Loans made by, Letter of Credit Exposure Amount or the Swingline Exposure of, or other obligations hereunder of, the other Lenders may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of said Loans, Letter of Credit Exposure Amount, Swingline Exposure or other obligations in the amount of such participation.  Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Credit Parties.

Section 2.19          Recapture .  If on any Interest Payment Date the Administrative Agent does not receive for the account of one or more Lenders payment in full of interest computed at the Alternate Base Rate and/or the Adjusted LIBOR Rate, as applicable (computed without regard to any limitation by the Highest Lawful Rate), because the Alternate Base Rate and/or the Adjusted LIBOR Rate, as applicable (so computed), exceeds or has exceeded the Highest Lawful Rate applicable to such Lenders, the Borrowers shall pay to the Administrative Agent for the account of such Lenders, in addition to interest otherwise required, on each Interest Payment Date thereafter, the Excess Interest Amount (calculated as of each such subsequent Interest Payment Date); provided , that in no event shall the Borrowers be required to pay, for any computation period, interest at a rate exceeding the Highest Lawful Rate applicable to such Lenders during such period.  As used herein, the term “ Excess Interest Amount ” means, on any day, the amount by which (a) the amount of all interest which would have accrued prior to such day on the outstanding principal of the Notes of the applicable Lender (had the Alternate Base Rate and/or the Adjusted LIBOR Rate, as applicable, at all times been in effect without limitation by the Highest Lawful Rate applicable to such Lender) exceeds (b) the aggregate amount of interest actually paid to the Administrative Agent for the account of such Lender on its Loans on or prior to such day.

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Section 2.20          Defaulting Lenders .

Notwithstanding any provision of this Agreement to the contrary, if any Working Capital Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a)           if any Swingline Exposure or Letter of Credit Exposure Amount exists at the time a Working Capital Revolving Lender becomes a Defaulting Lender then:

(i)            all or any part of such Swingline Exposure and Letter of Credit Exposure Amount shall be reallocated among the non-Defaulting Working Capital Revolving Lenders in accordance with their respective Working Capital Commitment Percentages but only to the extent (x) the sum of all non-Defaulting Working Capital Lenders’ Working Capital Revolving Exposures plus such Defaulting Lender’s Swingline Exposure and Letter of Credit Exposure Amount does not exceed the total of all non-Defaulting Working Capital Lenders’ Working Capital Revolving Commitments and (y) the conditions set forth in Section  4.1 are satisfied at such time; and

(ii)           if the reallocation described in clause (i)  above cannot, or can only partially, be effected, the Borrowers shall within five Business Days following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, Cash Collateralize such Defaulting Lender’s Letter of Credit Exposure Amount (after giving effect to any partial reallocation pursuant to clause (i)  above) in accordance with the procedures set forth in Section 2.15(h)  for so long as such Letter of Credit Exposure Amount is outstanding; and

(iii)          if the Letter of Credit Exposure Amount of the non-Defaulting Working Capital Revolving Lenders is reallocated pursuant to this Section  2.20(a) , then the fees payable to the Working Capital Revolving Lenders pursuant to Sections 2.3 and 2.15(e)  shall be adjusted in accordance with such non-Defaulting Working Capital Lenders’ Working Capital Commitment Percentages.

(b)           so long as any Working Capital Revolving Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and an Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Working Capital Revolving Commitments of the non-Defaulting Working Capital Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 2.20(a) , and participating interests in any such newly issued or increased Letter of Credit or newly made Swingline Loan shall be allocated among non-Defaulting Working Capital Lenders in a manner consistent with Section 2.20(a)(i)  (and Defaulting Lenders shall not participate therein).

(c)           If any Defaulting Lender’s Letter of Credit Exposure Amount is neither Cash Collateralized or reallocated pursuant to Section 2.20(a) , then without prejudice to any rights or remedies of the Issuing Bank or any Lender, all fees that would otherwise have been payable to such Defaulting Lender with respect to such Defaulting Lender’s Letter of Credit Exposure

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Amount that is neither Cash Collateralized nor reallocated shall be payable to the Issuing Bank until such Letter of Credit Exposure Amount is Cash Collateralized and/or reallocated.

(d)           Any amount payable to a Defaulting Lender hereunder, after giving effect to Section 2.20(a) , (whether on account of principal, interest, fees or otherwise), shall be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied as follows: (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to an Issuing Bank or the Swingline Lender  hereunder, (iii) third, if so determined by the Administrative Agent or requested by any Issuing Bank or the Swingline Lender, to be held as cash collateral for future funding obligations of any Defaulting Lender under this Agreement, (iv) fourth to the payment of any amounts owing to the Lenders or the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (v) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is (x) a prepayment of the principal amount of any Loans or reimbursement obligations in respect of Letter of Credit disbursements in respect of which such Defaulting Lender has not fully funded its applicable share, and (y) made at a time when the conditions set forth in Section 4.1 were satisfied or waived, such payment shall be applied solely to prepay the Loans of, and reimbursement obligations owed to, all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans or Letter of Credit disbursements owed to such Defaulting Lender.

(e)           In the event that the Administrative Agent, the Borrowers’ Agent, the applicable Issuing Banks and the Swingline Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Working Capital Revolving Lender to be a Defaulting Lender, then the Swingline Exposure and Letter of Credit Exposure Amount of the Working Capital Lenders shall be readjusted to reflect the inclusion of such Lender’s Working Capital Revolving Commitment and on such date such Lender shall purchase at par such of the Working Capital Revolving Loans of the other Working Capital Revolving Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Working Capital Commitment Percentage.

ARTICLE III.
Collateral .

Section 3.1            Security Documents .  The Loans and all other Obligations shall be secured by the Collateral and the Agents and the other Secured Parties are entitled to the benefits thereof.  The applicable Credit Parties shall duly execute and deliver the Security Documents, all consents of third parties necessary to permit the effective granting of the Liens created thereby (subject only to Liens permitted under Section  7.2 ), and other documents, consistent with the terms of this Agreement and the other Loan Documents, as may be reasonably required by the Technical Agent, the Administrative Agent or the Collateral Agent to grant to the Collateral Agent (or such other Agent as applicable), for the ratable benefit of the Secured Parties, a valid, perfected and enforceable first priority Lien on and security interest in the Collateral (subject only to the Liens permitted under Section  7.2 ), including any and all original stock certificates, stock transfer powers, assignments and other documents and instruments necessary or desirable under the laws

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of any applicable jurisdiction with regard to the Equity Interests covered by any Security Document.

Section 3.2            Filing and Recording .  The Credit Parties shall, at their sole cost and expense, cooperate with the Technical Agent in causing all financing statements, Intellectual Property Security Agreements and other Security Documents pursuant to this Agreement to be duly recorded and/or filed or otherwise perfected in all places necessary or desirable in the Technical Agent’s discretion to perfect the Liens of the Administrative Agent and the Collateral Agent, and the Credit Parties shall take such other actions as any Agent may reasonably request, in order to perfect and protect the Liens of the Administrative Agent, for the ratable benefit of the Secured Parties, in the Collateral.  The Credit Parties, to the extent permitted by law, hereby authorize the Administrative Agent to file any financing statement in respect of any Lien created pursuant to the Security Documents which may at any time be required to perfect such Liens or which, in the opinion of the Administrative Agent, may at any time be desirable and file the same, and the Credit Parties hereby irrevocably designate the Administrative Agent, its respective agents, representatives and designees as its agent and attorney-in-fact for this purpose.  In the event that any re-recording or refiling thereof (or the filing of any statements of continuation or assignment of any financing statement) is required to protect and preserve such Lien, the Credit Parties shall, at the Credit Parties’ cost and expense, cause the same to be recorded and/or refiled at the time and in the manner requested by the Technical Agent.  Any such financing statements, continuation statements and amendments may describe the Collateral covered thereby as “ all assets of the debtor ” (or other words to that effect) and include such other information that Administrative Agent may deem necessary or desirable.

ARTICLE IV.
Conditions Precedent .

Section 4.1            All Loans .  The obligation of each Lender to make any Loan (other than a Swingline Loan, which shall be governed exclusively by the terms of Section 2.16 ) and the obligation of any Issuing Bank to issue any Letter of Credit is subject to the satisfaction of the following conditions:

(a)           the Administrative Agent on behalf of the Lenders (and in the case of clause (ii)  below, the applicable Issuing Bank) shall have received the following, all of which shall be duly executed and in Proper Form:  (i) in the case of a Loan, other than a Revolving Loan for the purposes described in Sections 2.4(b) , 2.6(d)  and 2.15(d) ,

(A)          with respect to each Alternate Base Rate Borrowing, Administrative Agent shall have received by no later than 2:00 p.m. on the applicable Rate Selection Date, a Request for Extension of Credit, signed by a Responsible Officer or Financial Officer of the Borrowers’ Agent (or any person designated in writing by a Responsible Officer or Financial Officer of the Borrowers’ Agent), and

(B)          with respect to each LIBOR Borrowing, Administrative Agent shall have received by no later than 12:00 p.m. on the applicable Rate Selection Date, a Request for Extension of Credit, signed by a Responsible Officer

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or Financial Officer of the Borrowers’ Agent (or any person designated in writing by a Responsible Officer or Financial Officer of the Borrowers’ Agent),

or (ii) in the case of issuance of a Letter of Credit, such documentation as required by Section 2.15(b)  by the applicable deadline specified therein;

(b)           all representations and warranties of the Credit Parties and any other Person set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (except that any such representation or warranty that is qualified by materiality shall be true and correct in all respects as so qualified) with the same effect as though made on and as of such date, except for those representations and warranties which relate to a specified date, which shall be true and correct in all material respects as of such date;

(c)           no Default or Event of Default shall have occurred and be continuing;

(d)           Technical Agent shall have received a certification executed by the Financial Officer or other Responsible Officer of each Credit Party as to the compliance with subparagraphs (b)  and (c)  above which shall be set forth in the applicable borrowing request; and

(e)           with respect to Working Capital Revolving Loans, the Borrower represents to the Administrative Agent for the benefit of the Lenders that, after giving effect to the advancing of such Working Capital Revolving Loan, the aggregate principal amount of the outstanding Working Capital Revolving Loans will not exceed the Borrowing Base (calculated as if determined on the date of the advancing of such Loan) minus the aggregate Letter of Credit Exposure Amount and Swingline Exposure at such time.

Section 4.2            First Loan or Letter of Credit .  All documents executed or submitted pursuant to this Article IV by or on behalf of any Credit Party shall be in form and substance satisfactory to Administrative Agent, the Technical Agent and the Lenders.  The obligations of the Lenders to make Loans and of the Issuing Banks to issue a Letter of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived in accordance with Section  10.10 ) at or prior to 5:00 p.m., New York City time, on February 14, 2017.  Upon satisfaction of each of the conditions set forth in this Article IV , the Borrowers’ Agent shall execute and deliver the Certificate of Effectiveness.

Without limiting the generality of the provisions of Section 9.2 , for purposes of determining compliance with the conditions specified in this Section 4.2 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.2 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the date of this Agreement specifying its objection thereto.

In addition to the matters described in Section  4.1 , the obligation of any Lender to make the initial Loans or the obligation of any Issuing Bank to issue the first Letter of Credit is subject to the receipt by the Administrative Agent of, or satisfaction of the Technical Agent and the Lenders then party to the Agreement with, each of the following:

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(a)           this Agreement and each other Loan Document duly executed by the Borrowers and the other Credit Parties;

(b)           a certificate of corporate resolutions and incumbency executed by the Secretary or an Assistant Secretary of each Credit Party dated as of the date of this Agreement, authorizing (i) each Credit Party’s entering into the transactions contemplated hereby and (ii) the delivery by each Credit Party of the Loan Documents to be executed and delivered by such Credit Party;

(c)           certified copies of the Organizational Documents of each Credit Party;

(d)           certificates from the Secretary of State or other appropriate public official as to the continued existence and good standing of each Credit Party in its applicable jurisdiction of formation, dated within thirty (30) days of the date of this Agreement;

(e)           [reserved];

(f)            each Annual Audited Financial Statement and Quarterly Unaudited Financial Statement together with each Compliance Certificate to be delivered to the Administrative Agent prior to the Restatement Effective Date pursuant to Section  6.3 of the Existing Credit Agreement;

(g)           the financial projections required to be delivered prior to the Restatement Effective Date pursuant to Section 5.2(b) ;

(h)           each Borrowing Base Certificate and Product Position Report to be delivered to the Administrative Agent pursuant to Section  6.3(e)  of the Existing Credit Agreement;

(i)            [reserved];

(j)            [reserved];

(k)           [reserved];

(l)            favorable legal opinions from (i) Winston & Strawn, LLP, outside counsel for the Credit Parties, and (ii) such special and local counsels as the Technical Agent may request, each addressed to the Administrative Agent, the other Agents and the Lenders and acceptable in all respects to the Technical Agent and the Lenders in their respective reasonable credit judgment;

(m)          certificates of insurance satisfactory to the Technical Agent in all respects evidencing the existence of all insurance required to be maintained by the Credit Parties and all other terms of the Loan Documents together with loss payable and additional insured endorsements;

(n)           the applicable Credit Parties, the Collateral Agent and the applicable financial institutions shall have entered into the Control Agreements with respect to each deposit account listed on such Schedule 5.22 (other than the Excluded Deposit Accounts);

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(o)           the Risk Management Policies, including position and other limits, in the form of Schedule 4.2(o) ;

(p)           evidence satisfactory to the Technical Agent and the Lenders that no Material Adverse Effect shall have occurred since March 31, 2016;

(q)           a certificate of a responsible officer of the Credit Parties certifying on behalf of the Credit Parties as to the solvency of the Credit Parties and their subsidiaries (taken as a whole), as of the date of this Agreement;

(r)            a certificate of a responsible officer of the Borrowers’ Agent, certifying on behalf of the Credit Parties: (i) that all representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (except that any such representation or warranty that is qualified by materiality shall be true and correct in all respects as so qualified) with the same effect as though made on and as of such date, except for those representations and warranties which relate to a specified date, which shall be true and correct in all material respects as of such date; and (ii) no Default or Event of Default shall have occurred and be continuing after giving effect to this Agreement or any other Loan Document.

(s)            the ownership, corporate structure, solvency and capitalization of the Credit Parties and their Subsidiaries shall be satisfactory to the Lenders in all respects;

(t)            the Administrative Agent and the Lenders shall have had the opportunity, if they elect, to examine the books of account and other records and files of the Credit Parties and to make copies thereof;

(u)           all such actions as the Administrative Agent and Collateral Agent shall reasonably require to perfect the liens created pursuant to the Security Documents shall have been taken, including (i) the delivery to the Collateral Agent of all property with respect to which possession is necessary or desirable for the purpose of perfecting such liens, (ii) with respect to collateral covered by the security documents, the filing of appropriately completed and duly executed Uniform Commercial Code financing statements and the PPSA financing statements, (iii) with respect to all collateral constituting certificated equity interests in any Credit Party or any of their subsidiaries, delivery to the Collateral Agent of original stock certificates and stock transfer powers with regard to all of the applicable equity interests, and (iv) with respect to all collateral consisting of Intellectual Property, delivery of appropriate documents in the U.S. Patent and Trademark Office and the United States Copyright Office, as applicable;

(v)           evidence reasonably satisfactory to the Technical Agent that the liens created by the security documents constitute first priority liens (except for any liens expressly provided for in the Loan Documents), including satisfactory Uniform Commercial Code or other applicable search reports and satisfactory authorizations to file releases of Liens or termination statements with respect to any existing prior liens to be released;

(w)          the Borrowers shall contemporaneously pay on the date of this Agreement all fees owed to each Agent and the Lenders by the Borrowers under this Agreement or under any commitment letters or fee letters entered into between the Borrowers or any of their affiliates and

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the Lenders or any of their affiliates, including reasonable legal fees and expenses or otherwise for which invoices have been presented;

(x)           the Administrative Agent and each Lender shall have received prior to the date of this Agreement all documentation and other information required by regulatory authorities under applicable know your customer and anti-money laundering rules and regulations;

(y)           [reserved];

(z)           the Parent shall have delivered a certificate from its Chief Financial Officer confirming that the Credit Parties are in compliance with the financial covenants set forth in Section  7.11 on a pro forma basis and including supporting calculations;

(aa)         [reserved]; and

(bb)         all other legal matters incident to the transactions herein contemplated shall be approved by the Technical Agent and each Lender (and their respective legal counsel), and there shall have been furnished to the Administrative Agent, the Technical Agent and the Lenders by the Parent, at the Parent’s expense, such agreements and other documents, information and records with respect to the Parent and its subsidiaries in form, substance, scope and methodology reasonably satisfactory to the Technical Agent and the Lenders, as the Technical Agent and the Lenders may reasonably have requested.

ARTICLE V.
Representations and Warranties .

To induce the Administrative Agent and the Lenders to enter into this Agreement, the Credit Parties represent and warrant to the Administrative Agent and the Lenders, as of the date of this Agreement and as of the date any Loan is made hereunder or any Letter of Credit is issued hereunder, as follows:

Section 5.1            Organization .  Each Credit Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation; has all power and authority to own its respective Property and to conduct its respective businesses as presently conducted; and is duly qualified to do business and in good standing in each and every state where its respective business requires such qualification, except for those jurisdictions in which the failure to qualify and/or be in good standing could not reasonably be expected to have a Material Adverse Effect.

Section 5.2            Financial Statements .

(a)           The financial statements of the Credit Parties delivered to the Administrative Agent and the Lenders pursuant to Section  6.3 fairly present, in accordance with GAAP, the financial condition and the results of operations of the Credit Parties as of the dates and for the periods indicated.  No Material Adverse Effect with respect the Credit Parties has occurred since March 31, 2016.

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(b)           The Credit Parties have heretofore furnished to the Administrative Agent, for the period from the projected Restatement Effective Date through March 31, 2021, the “management case” projected financial data of the Credit Parties, on a consolidated basis, together with one or more schedules demonstrating prospective compliance with all financial covenants contained in this Agreement, such projections disclosing all material assumptions made by the Credit Parties in formulating such projections.  Such projections are based upon estimates and assumptions which the Credit Parties believe are reasonable in light of the conditions which existed as of the time such projections were made, have been prepared on the basis of the material assumptions stated therein and reflect as of the date of this Agreement and the Restatement Effective Date an estimate believed reasonable by the Credit Parties as to the results of operations and other information projected therein.

Section 5.3            Enforceable Obligations; Authorization .  The Loan Documents are legal, valid and binding obligations of the Credit Parties to the extent they are party thereto, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors rights generally and by general equitable principles including remedies of specific performance and injunction.  The execution, delivery and performance of the Loan Documents have all been duly authorized by all necessary corporate, and if necessary shareholder, member or partner, action; are within the power and authority of the applicable Credit Parties; do not and will not contravene or violate any material Legal Requirement or the Organizational Documents of any Credit Party; do not and will not result in the breach of, or constitute a default under, any material agreement or instrument by which any Credit Party or any material portion of its Property is bound or affected; and do not and will not result in the creation of any Lien upon any Property of any Credit Party except as expressly contemplated or permitted herein or therein, and do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or non-renewal of any permit, license, authorization or approval applicable to the operations or any of the property of any Credit Party that could reasonably be expected to have a Material Adverse Effect.  Except as otherwise set forth on Schedule 5.3 , all necessary consents and approvals of any Governmental Authority and all other requisite material permits, registrations and consents have been obtained for the delivery and performance of the Loan Documents.

Section 5.4            Litigation .  Except as set forth on Schedule 5.4 attached hereto, there is no litigation, administrative proceeding or investigation pending or, to the knowledge of any Credit Party, threatened against, nor any outstanding judgment, order or decree affecting, any Contributor or any Credit Party before or by any Governmental Authority or arbitral body which individually or in the aggregate have, or could reasonably be expected to have, a Material Adverse Effect.  No Credit Party is knowingly in default with respect to any material judgment, writ, rule, regulation, order or decree of any Governmental Authority binding on it or its property.

Section 5.5            Taxes .  Each Credit Party has filed all material federal, state, local or foreign income, franchise and other material tax returns required to have been filed and paid all material taxes required to have been paid by it, except those for which extensions have been obtained and except for those which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained in accordance with GAAP.  No federal income tax returns of any Credit Party have been audited by the Internal Revenue Service, the determination under which could reasonably be expected to have a Material Adverse Effect.  No Credit Party is

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a party to, or has any material obligation under, any tax sharing arrangement with any Person, other than tax sharing arrangements entered into in the ordinary course of business.

Section 5.6            No Material Misstatements; Full Disclosure .  No written report, financial statement, exhibit, schedule or other written information prepared and furnished by or on behalf of any Credit Party to the Administrative Agent or any Lender in connection with this Agreement or any other Loan Documents (in each case when taken as a whole and as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to financial estimates, projected financial information and other forward-looking information, each Credit Party represents only that such information was prepared in good faith based upon assumptions believed by such Credit Party to be reasonable at the time of preparation, it being understood that (i) such financial statements, projected financial information and forward-looking statements are not to be viewed as facts, that actual results during the period or periods covered thereby may differ from the projected results (and that such differences may be material) and (ii) no representation or warranty is made with respect to information of a general economic or industry-specific nature.  As of the Restatement Effective Date, each Credit Party has disclosed to the Administrative Agent all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

Section 5.7            Subsidiaries .  As of the Restatement Effective Date, no Credit Party has any Subsidiaries other than as listed on Schedule 5.7 .  Except as expressly indicated on Schedule 5.7 , as of the Restatement Effective Date, each of the Subsidiaries listed on Schedule 5.7 is wholly-owned by the Credit Party or other Person indicated on such schedule.  As of the Restatement Effective Date, Schedule 5.7 sets forth the full legal name, jurisdiction of incorporation or organization and organizational identification number of each Credit Party and each Subsidiary of any Credit Party, and  the issued and outstanding and percentage of each Credit Party’s, any of its Subsidiaries’ or such other Person’s (as indicated thereon) ownership of the Equity Interests of each Subsidiary of any Credit Party.

Section 5.8            Representations by Others .  All representations and warranties made by or on behalf of any Credit Party or any of its Subsidiaries in any Loan Document shall constitute representations and warranties of each Credit Party hereunder.

Section 5.9            Permits, Licenses, Etc .  Each Credit Party owns, possesses or has the benefit of all material permits, licenses (including Intellectual Property licenses) and Intellectual Property rights which are required (a) to conduct its respective business and (b) for the operation and use of each Real Property Asset owned in fee and each Material Leasehold Property, except, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Section 5.10          ERISA .  No Reportable Event has occurred with respect to any Plan which would reasonably be expected to result in a Material Adverse Effect.  Each Plan complies in all material respects with all applicable provisions of ERISA.  Each Credit Party or each ERISA Affiliate have filed all reports required by ERISA and the Code to be filed with respect to each Plan unless such a failure to file is not reasonably likely to result in a Material Adverse Effect.

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The Credit Parties do not have any knowledge of any event which would reasonably be expected to result in a liability of any Credit Party or any ERISA Affiliate to the PBGC other than for applicable premiums that would reasonably be expected to result in a Material Adverse Effect.  No material failure to meet the minimum funding standard (as described in Section 302 of ERISA and Section 412 of the Code) exists with respect to any Plan.  No event has occurred and no condition exists that would reasonably be expected to constitute grounds for a Plan to be terminated under circumstances which would cause the Lien provided under Section 4068 of ERISA to attach to any Property of any Credit Party or any ERISA Affiliate.  No event has occurred and no condition exists that would reasonably be expected to cause the Lien provided under Section 303 of ERISA or Section 430 of the Code to attach to any Property of any Credit Party or any ERISA Affiliate.  No Credit Party maintains or at any time during the past five (5) years has maintained, has or at any time during the past five (5) years has had any obligation to contribute to, or has any obligation or liability (contingent, secondary or otherwise) with respect to a Multiemployer Plan.

Section 5.11          Title to Properties .  The Credit Parties have good and insurable title to, or a valid leasehold interest in, all of their respective Property material to their businesses, except as could not reasonably be expected to result in a Material Adverse Effect.

Section 5.12          Investment Company Act .  No Credit Party, nor any of its Subsidiaries, is an investment company within the meaning of the Investment Company Act of 1940, as amended, or, directly or indirectly, controlled by or acting on behalf of any Person which is an investment company, within the meaning of said Act.

Section 5.13          Environmental Matters .

(a)           Except as described in Schedule 5.13 each Credit Party and each of its Subsidiaries is in material compliance with applicable Environmental Laws or Environmental Permits reasonably necessary to the conduct of any material aspect of the business of any Credit Party or any of its Subsidiaries.

(b)           Each Credit Party and each of its Subsidiaries: (i) has obtained and maintained in effect all Environmental Permits reasonably necessary to the conduct of any material aspect of its business, (ii) along with its respective Real Property Assets, has been and is in material compliance with Environmental Laws and Environmental Permits during each Credit Party’s or Subsidiary’s period of ownership or leasehold interest, as the case may be, except as described in Schedule 5.13 , (iii) along with its respective Real Property Assets, is not subject to any material (A) Environmental Claims or (B) Environmental Liabilities, in either case direct or contingent arising from or based upon any act, omission, event, condition or circumstance occurring or existing on or prior to the date of this Agreement, except as disclosed on Schedule 5.13 , and (iv) except as described in Schedule 5.13 , has not received any written notice from any Governmental Authority of any material violation or alleged material violation of any Environmental Law or Environmental Permit or any written notice of any material Environmental Claim in connection with its respective Real Property Assets.

(c)           Except as described in Schedule 5.13 , no Credit Party nor any of its Subsidiaries has knowledge of any material violation of Environmental Law and Environmental Permits by, or of any material Environmental Claims or Environmental Liabilities arising against,

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any of the prior owners or operators and predecessors in interest with respect to any of the Credit Parties’ or any of their Subsidiaries’ respective Real Property Assets.

(d)           Except as described in Schedule 5.13 , no Credit Party or any of its Subsidiaries has knowledge of the presence or release of any Hazardous Substance at, from, or to any of its respective Real Property Assets in quantities or under circumstances that under Environmental Law could reasonably be expected to require remedial action.

(e)           Except as described in Schedule 5.13 , no Credit Party or any of its Subsidiaries has knowledge of any facts or circumstances, including proposed or anticipated changes in Environmental Law that would result in a Material Adverse Effect.

(f)            The matters disclosed in Schedule 5.13 could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 5.14          No Change in Credit Criteria or Collection Policies .  As of the Restatement Effective Date, there has been no material adverse change in credit criteria or collection policies concerning Receivables of any Credit Party or contributor since March 31, 2016.

Section 5.15          Solvency .

(a)           The value of the assets of the Credit Parties taken as a whole, based on a fair valuation thereof, is not less than the amount that will be required to be paid on or in respect of the probable liability on the existing debts and other liabilities (including contingent liabilities) of the Credit Parties taken as a whole, as they are expected to become absolute and mature.

(b)           The assets of the Credit Parties taken as a whole, do not constitute unreasonably small capital for the Credit Parties taken as a whole to carry out their business as now conducted and as proposed to be conducted including the capital needs of the Credit Parties, taking into account (i) the nature of the business conducted by the Credit Parties, (ii) the particular capital requirements of the business conducted by the Credit Parties, (iii) the anticipated nature of the business to be conducted by the Credit Parties in the future, and (iv) the projected capital requirements and capital availability of such current and anticipated business.

(c)           The Credit Parties taken as a whole do not intend to incur debts beyond their ability to pay such debts as they mature.  The cash flow of the Credit Parties taken as a whole, after taking into account all anticipated uses of the cash of the Credit Parties taken as a whole, should at all times be sufficient to pay all such amounts on or in respect of debt of the Credit Parties when such amounts are anticipated to be required to be paid.

Section 5.16          Status of Receivables and Other Collateral .  Each Credit Party represents and warrants that (a) each Credit Party is and shall be the sole owner, free and clear of all Liens except in favor of the Administrative Agent or otherwise permitted under Section  7.2 hereunder, of and fully authorized to sell, transfer, pledge and/or grant a security interest in all of the Collateral owned by such Credit Party, (b) each Account reported by the Credit Parties as an Eligible Accounts Receivable meets the requirements of the definition of Eligible Accounts Receivable, and (c) each item of Inventory reported by the Credit Parties as Eligible Inventory meets the requirements of the definition of Eligible Inventory.

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