Exhibit 10.1

EXECUTION VERSION

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

among

SPRAGUE OPERATING RESOURCES LLC,
as U.S. Borrower,

and

KILDAIR SERVICE ULC,
as Canadian Borrower,

and

The Several Lenders
from time to time Parties Hereto,

and

MUFG BANK, LTD.,
as Administrative Agent

BNP PARIBAS,

CITIZENS BANK, N.A.,

SOCIÉTÉ GÉNÉRALE,

WELLS FARGO BANK, N.A., and

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
as Co-Syndication Agents,

and

ABN AMRO CAPITAL USA LLC, and

SANTANDER BANK, N.A.,
as Co-Documentation Agents,

and

MUFG BANK, LTD., and

BNP PARIBAS,

as Co-Collateral Agents

and

MUFG BANK, LTD.,
BNP PARIBAS,
CITIZENS BANK, N.A.,
SOCIÉTÉ GÉNÉRALE,
WELLS FARGO SECURITIES, LLC, and
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
as Joint Lead Arrangers and Joint Bookrunners

THIS AGREEMENT PROVIDES FOR AN UNCOMMITTED TRANCHE.
ALL ADVANCES AND ISSUANCES OF LETTERS OF CREDITS
UNDER SUCH UNCOMMITTED TRANCHE ARE DISCRETIONARY
ON THE PART OF THE APPLICABLE LENDERS IN THEIR SOLE AND ABSOLUTE
DISCRETION.

TABLE OF CONTENTS

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 19, 2020, among SPRAGUE OPERATING RESOURCES LLC, a Delaware limited liability company (the “U.S. Borrower”), Kildair Service ULC, a corporation originally formed under the laws of Canada and continued under the laws of British Columbia (“Kildair” or the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties to this Agreement, as lenders (the “Lenders”), and MUFG BANK, LTD., (“MUFG”), as administrative agent (together with any successor Administrative Agent appointed pursuant to Section 10.9, in such capacity the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrowers are party to the Existing Credit Agreement (as defined below) with the several banks and other financial institutions parties thereto and MUFG, as successor administrative agent, successor Canadian agent and successor collateral agent;

WHEREAS, the Borrowers, the Lenders and the Administrative Agent have, subject to the terms and conditions set forth herein, agreed to amend and restate the Existing Credit Agreement as provided in this Agreement;

WHEREAS, it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence repayment of any such obligations and liabilities and that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of each Borrower outstanding thereunder;

NOW, THEREFORE, in consideration of the above premises, each Borrower, each Lender and the Administrative Agent (in its capacity as successor administrative agent, successor Canadian agent and successor collateral agent under the Existing Credit Agreement) agree that on the Restatement Effective Date (as defined below) the Existing Credit Agreement shall be amended and restated in its entirety as follows:

SECTION 1        DEFINITIONS

1.1              Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Acceptable Investment Grade Credit Enhancement”: with respect to any Account Receivable, (i) a letter of credit in form and substance reasonably acceptable to the Administrative Agent issued by a bank which is Investment Grade and which letter of credit does not terminate earlier than fifteen (15) days after the expected payment date of such Account Receivable; provided, that, upon the request of the Administrative Agent during the continuance of an Event of Default, with respect to each letter of credit described in this clause (i), the applicable Loan Party shall (A) assign the proceeds of such letter of credit to the Administrative Agent, (B) cause the issuing bank of such letter of credit to consent to such assignment and (C) cause any such letter of credit issued to be advised by the Administrative Agent, or (ii) a parent guarantee, insurance policy, surety bond or other customary credit support, in each case, (A) provided by any Person who is Investment Grade and (B) in form and substance reasonably acceptable to the Administrative Agent.

“Account”: any “account” as defined in Section 9-102 of the UCC and any “account” as defined under the PPSA and any “claim” for purposes of the Civil Code of Quebec.

“Account Control Agreements”: with respect to any Deposit Account, Commodity Account or Securities Account of a Loan Party (other than Excluded Accounts), an account control agreement in form and substance reasonably acceptable to the applicable Loan Party and the Administrative Agent.

“Account Debtor”: a Person who is obligated to a Loan Party under an Account Receivable or Exchange Receivable of such Loan Party.

“Account Receivable”: an Account or Payment Intangible of a Loan Party.

“Acquisition”: as to any Person, the acquisition by such Person of (a) Capital Stock of any other Person if, after giving effect to the acquisition of such Capital Stock, such other Person would be a Subsidiary, (b) all or substantially all of the assets of any other Person or (c) assets constituting one or more business units of any other Person.

“Acquisition Assets”: all assets of the Loan Parties other than (a) assets of any Exempt CFC or any Subsidiary thereof, (b) assets included in the U.S. Borrowing Base or the Kildair Borrowing Base and (c) Excluded Assets (as defined in the U.S. Security Agreement or the Canadian Security Agreement, as applicable); provided that (i) subject to clause (ii) below, no such asset shall be an Acquisition Asset unless it is subject to a Perfected First Lien and is free and clear of all Liens other than Liens permitted hereunder and (ii) any asset that is acquired in an acquisition permitted by this Agreement and that would constitute an Acquisition Asset but for the fact that it is not subject to a Perfected First Lien shall be deemed to be an Acquisition Asset from the date of acquisition thereof, but shall cease to be an Acquisition Asset on the 60th day (or such longer time as may be agreed by the Administrative Agent) following the date of its acquisition unless on or prior to that day it has become, and then remains, subject to a Perfected First Lien and is free and clear of all Liens other than Liens permitted hereunder.

“Acquisition Facility”: the Acquisition Facility Commitments and the extensions of credit thereunder.

“Acquisition Facility Acquisition Extensions of Credit”: at any date, as to any Acquisition Facility Lender, that portion of the Acquisition Facility Extensions of Credit that are not Acquisition Facility Working Capital Extensions of Credit.

“Acquisition Facility Acquisition Letter of Credit”: each Acquisition Facility Letter of Credit that is an Acquisition Facility Acquisition Extension of Credit.

“Acquisition Facility Acquisition Loan”: each Acquisition Facility Loan that is an Acquisition Facility Acquisition Extension of Credit.

“Acquisition Facility Commitment”: at any date, as to any Acquisition Facility Lender, the obligation of such Acquisition Facility Lender to make Acquisition Facility Loans to the Borrowers pursuant to Section 2.4 and to participate in Acquisition Facility Letters of Credit in an aggregate principal and/or face amount at any one time outstanding not to exceed the amount set forth opposite such Acquisition Facility Lender’s name on Schedule 1.0 under the caption “Acquisition Facility Commitment” or, as the case may be, in the Assignment and Acceptance pursuant to which such Acquisition Facility Lender becomes a party hereto, as such amount may be changed from time to time in accordance with the terms of this Agreement. As of the Restatement Effective Date, the original aggregate amount of the Acquisition Facility Commitments is $430,000,000.

“Acquisition Facility Commitment Percentage”: as to any Acquisition Facility Lender at any time, the percentage which such Acquisition Facility Lender’s Acquisition Facility Commitment then constitutes of the aggregate Acquisition Facility Commitments of all Acquisition Facility Lenders at such time (or, at any time after the Acquisition Facility Commitments shall have expired or terminated, such Acquisition Facility Lender’s Acquisition Facility Credit Exposure Percentage).

“Acquisition Facility Commitment Period”: the period from and including the Restatement Effective Date to but not including the Acquisition Facility Commitment Termination Date or such earlier date on which all of the Acquisition Facility Commitments shall terminate as provided herein.

“Acquisition Facility Commitment Termination Date”: May 19, 2022, or, if such date is not a Business Day, the next preceding Business Day.

“Acquisition Facility Credit Exposure”: as to any Acquisition Facility Lender at any time, the Available Acquisition Facility Commitment of such Acquisition Facility Lender plus, the amount of the Acquisition Facility Extensions of Credit of such Acquisition Facility Lender.

“Acquisition Facility Credit Exposure Percentage”: as to any Acquisition Facility Lender at any time, the fraction (expressed as a percentage), the numerator of which is the Acquisition Facility Credit Exposure of such Acquisition Facility Lender at such time and the denominator of which is the aggregate Acquisition Facility Credit Exposures of all of the Acquisition Facility Lenders at such time.

“Acquisition Facility Extensions of Credit”: at any date, as to any Acquisition Facility Lender at any time, an amount equal to the aggregate principal amount of Acquisition Facility Loans made by such Acquisition Facility Lender plus the amount of the undivided interest of such Acquisition Facility Lender (based on such Acquisition Facility Lenders’ Acquisition Facility Credit Exposure Percentage) in any then-outstanding Acquisition Facility L/C Obligations.

“Acquisition Facility Increase”: as defined in Section 4.1(b).

“Acquisition Facility Issuing Lenders”: MUFG, BNP Paribas, Société Générale, Wells Fargo Bank, N.A., and each other Acquisition Facility Lender from time to time designated by the U.S. Borrower (and agreed to by such Lender) as an Acquisition Facility Issuing Lender with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) (and upon such designation and agreement, each such Lender shall set forth its Issuance Cap on Schedule 1.1(G) pursuant to the terms of this Agreement), each in its capacity as issuer of any Acquisition Facility Letter of Credit.

“Acquisition Facility L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Acquisition Facility Letters of Credit and (b) the aggregate amount of drawings under Acquisition Facility Letters of Credit which have not then been reimbursed or converted to an Acquisition Facility Loan pursuant to Section 3.7.

“Acquisition Facility L/C Participants”: with respect to any Acquisition Facility Letter of Credit, all of the Acquisition Facility Lenders other than the Acquisition Facility Issuing Lender thereof.

“Acquisition Facility L/C Participation Obligations”: the obligations of the Acquisition Facility L/C Participants to purchase participations in the obligations of the Acquisition Facility Issuing Lenders under outstanding Acquisition Facility Letters of Credit pursuant to Section 3.6.

“Acquisition Facility Lender”: each Lender having an Acquisition Facility Commitment (or, after the termination of the Acquisition Facility Commitments, each Lender holding Acquisition Facility Extensions of Credit), and, as the context requires, includes the Acquisition Facility Issuing Lenders. As of the Restatement Effective Date, each Acquisition Facility Lender is specified on Schedule 1.0.

“Acquisition Facility Letter of Credit”: as defined in Section 3.2.

“Acquisition Facility Letter of Credit Sub-Limit”: $50,000,000 at any time outstanding.

“Acquisition Facility Loans”: as defined in Section 2.4(a).

“Acquisition Facility Maintenance Cap-Ex Extensions of Credit”: Acquisition Facility Loans and Acquisition Facility Letters of Credit which are used to finance Capital Expenditures for the maintenance of existing assets or property of the Loan Parties, as designated by the applicable Borrower in good faith.

“Acquisition Facility Maintenance Cap-Ex Sub-Limit”: $25,000,000 during any Fiscal Year.

“Acquisition Facility Maturity Date”: with respect to any Acquisition Facility Loan, the earliest to occur of (i) the date on which the Acquisition Facility Loans become due and payable pursuant to Section 9, (ii) the date on which the Acquisition Facility Commitments terminate pursuant to Section 4.1 and (iii) the Acquisition Facility Commitment Termination Date.

“Acquisition Facility Performance Letters of Credit”: Acquisition Facility Letters of Credit that are Performance Letters of Credit.

“Acquisition Facility Transportation Letter of Credit”: an Acquisition Facility Performance Letter of Credit that is issued to support the transportation of Eligible Commodities (other than the obligation to pay for the purchase of Eligible Commodities).

“Acquisition Facility Transportation Letter of Credit Sub-Limit”: $25,000,000 at any time outstanding.

“Acquisition Facility Working Capital Availability Time”: any time during the period commencing on August 1 of any year and ending on March 31 of the next year when the sum of the aggregate Available Dollar Working Capital Facility Uncommitted Tranche Portions, aggregate Available Dollar Working Capital Facility Commitments and aggregate Available Multicurrency Working Capital Facility Commitments is $0.

“Acquisition Facility Working Capital Extensions of Credit”: Acquisition Facility Loans and Acquisition Facility Letters of Credit which are used for general working capital purposes, including to finance assets included in the U.S. Borrowing Base or the Kildair Borrowing Base.

“Acquisition Facility Working Capital Letter of Credit”: each Acquisition Facility Letter of Credit that is an Acquisition Facility Working Capital Extension of Credit.

“Acquisition Facility Working Capital Loan”: each Acquisition Facility Loan that is an Acquisition Facility Working Capital Extension of Credit.

“Acquisition Facility Working Capital Sub-Limit”: an amount at the time of the incurrence of any Acquisition Facility Working Capital Extension of Credit equal to (a) at any time when an Acquisition Facility Working Capital Availability Time is in effect, the lesser of (i) the Borrowing Base Availability and (ii) the Available Acquisition Facility Commitment, and (b) at any time other than when an Acquisition Facility Working Capital Availability Time is in effect, $0.

“Additional Borrower”: as defined in Section 11.19.

“Additional Borrower Collateral Risk Review”: as defined in Section 11.19.

“Adjusted Total Dollar Working Capital Facility Uncommitted Tranche Portion”: as of any date, the sum of the Total Dollar Working Capital Facility Uncommitted Tranche Portion plus the aggregate sum of the Dollar Working Capital Facility Uncommitted Tranche Extensions of Credit of all Declining Lenders as of such date.

“Adjusted Dollar Working Capital Facility Uncommitted Tranche Percentage”: with respect to any Dollar Working Capital Facility Uncommitted Tranche Lender as of any date, the Dollar Working Capital Facility Uncommitted Tranche Percentage of such Lender adjusted for the aggregate Dollar Working Capital Facility Uncommitted Tranche Extensions of Credit of all Declining Lenders as of such date, if any, as determined below:

(a)             prior to the first Conversion to Approving Lenders Date, with respect to any Dollar Working Capital Facility Uncommitted Tranche Lender as of any date, such Dollar Working Capital Facility Uncommitted Tranche Lender’s Dollar Working Capital Facility Uncommitted Tranche Percentage as of such date,

(b)             thereafter:

(i)              with respect to any Approving Lender as of any date, the percentage equivalent of the quotient (rounded to the ninth decimal place) obtained by dividing such Approving Lender’s Dollar Working Capital Facility Uncommitted Tranche Portion by the Adjusted Total Dollar Working Capital Facility Uncommitted Tranche Portion;

(ii)               with respect to any Declining Lender as of any date,

(A)            for the purpose of determining such Declining Lender’s percentage with respect to then outstanding Dollar Working Capital Facility Uncommitted Tranche Loans as of such date, the percentage equivalent of the quotient (rounded to the ninth decimal place) obtained by dividing the aggregate principal amount of such Declining Lender’s then outstanding Dollar Working Capital Facility Uncommitted Tranche Loans by the aggregate principal amount of all then outstanding Dollar Working Capital Facility Uncommitted Tranche Loans;

(B)             for the purpose of determining such Declining Lender’s percentage with respect to any Refunded Dollar Uncommitted Tranche Swing Line Loan, the percentage equivalent of the quotient (rounded to the ninth decimal place) obtained by dividing the principal amount of such Declining Lender’s participation in such Refunded Dollar Uncommitted Tranche Swing Line Loan by the aggregate principal amount of such Refunded Dollar Uncommitted Tranche Swing Line Loan;

(C)             for the purpose of determining such Declining Lender’s percentage with respect to then outstanding Dollar Working Capital Facility Uncommitted Tranche L/C Obligations as of such date, the percentage equivalent of the quotient (rounded to the ninth decimal place) obtained by dividing the aggregate principal amount of such Declining Lender’s then outstanding Dollar Working Capital Facility Uncommitted Tranche L/C Obligations by the aggregate principal amount of all then outstanding Dollar Working Capital Facility Uncommitted Tranche L/C Obligations; provided that with respect to any Dollar Working Capital Facility Uncommitted Tranche Letter of Credit for which such Declining Lender is the Dollar Working Capital Facility Uncommitted Tranche Issuing Lender, the Dollar Working Capital Facility Uncommitted Tranche L/C Obligation amount for such Dollar Working Capital Facility Uncommitted Tranche Letter of Credit shall be deemed to be the maximum available amount under such Letter of Credit as of such date minus the aggregate sum of all Dollar Working Capital Facility Uncommitted Tranche L/C Obligation in such Letter of Credit as of the close of business on the date immediately prior to the determination date; and

(D)             for the purpose of determining such Declining Lender’s percentage for purposes of Section 10.7 as of such date, the percentage equivalent of the quotient (rounded to the ninth decimal place) obtained by dividing such Declining Lender’s Dollar Working Capital Facility Uncommitted Tranche Extensions of Credit by the Total Dollar Working Capital Facility Uncommitted Tranche Extensions of Credit (or, if no Dollar Working Capital Facility Uncommitted Tranche Extensions of Credit are then outstanding, such Declining Lender’s Dollar Working Capital Facility Uncommitted Tranche Percentage).

“Administrative Agent”: as defined in the introductory paragraph of this Agreement. For the avoidance of doubt, the “Administrative Agent” as used herein and in the other Loan Documents shall include, on the Restatement Effective Date, MUFG acting in its capacity as successor administrative agent, successor Canadian agent and successor collateral agent under the Existing Credit Agreement and the loan documents related thereto.

“Affected Financial Institution”: (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate”: as to any Person, any other Person (other than a Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person (including, with its correlative meanings, “controlled by” and “under common control with”) means the power, directly or indirectly, either to (a) vote 25% or more of the securities having ordinary voting power for the election of directors (or, if such Person is not a corporation, similar governing Persons) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agent-Related Person”: as defined in Section 10.3.

“Aggregate Borrowing Base Amount”: on any date, an amount equal to the sum of the U.S. Borrowing Base and the Kildair Borrowing Base.

“Aggregate Eligible In the Money Forward Contract Amount”: the aggregate of all Eligible In the Money Forward Contract Amounts with respect to all Forward Contract Counterparties.

“Agreement”: this Second Amended and Restated Credit Agreement.

“Allowed Reserve”: with respect to any Fiscal Year, an amount equal to the transportation and hedged storage gains or losses arising under contracts in place that the Borrowers and the other Loan Parties have elected to defer for use in calculations hereunder, which shall be reflected in the Borrowers’ and the other Loan Parties’ Reconciliation Summary.

“Annual Budget”: the annual budget of the MLP and its consolidated Subsidiaries which encompasses, among other things, environmental matters, in form and substance satisfactory to the Administrative Agent, as updated from time to time pursuant to Section 7.1(d).

“Anti-Corruption Laws”: all laws, rules and regulations of any jurisdiction applicable to the U.S. Borrower, the Canadian Borrower or their respective Affiliates from time to time concerning or relating to bribery or corruption.

“Applicable Commitment Fee Rate”: on any day,

(a)               with respect to the Dollar Working Capital Facility Committed Tranche, the rate per annum set forth in the table below as the Applicable Commitment Fee Rate opposite the applicable Working Capital Facility Utilization for the immediately preceding fiscal quarter; provided, that solely for purposes of determining such Applicable Commitment Fee Rate, as used in this definition, the amount of outstanding Swing Line Loans under the Dollar Working Capital Facility Committed Tranche shall be deemed to be zero and such applicable Working Capital Facility Utilization shall be so calculated accordingly.

(b)               with respect to the Multicurrency Working Capital Facility, the rate per annum set forth in the table below as the Applicable Commitment Fee Rate opposite the applicable Working Capital Facility Utilization for the immediately preceding fiscal quarter; provided, that solely for purposes of determining such Applicable Commitment Fee Rate, as used in this definition, the amount of outstanding Swing Line Loans under the Multicurrency Working Capital Facility shall be deemed to be zero and such applicable Working Capital Facility Utilization shall be so calculated accordingly.

(c)               with respect to the Acquisition Facility, the rate per annum set forth in the table below as the Applicable Commitment Fee Rate opposite the applicable Consolidated Total Leverage Ratio for the immediately preceding fiscal quarter; provided, that solely for purposes of determining such Applicable Commitment Fee Rate, as used in this definition, the amount of outstanding Swing Line Loans under the Acquisition Facility shall be deemed to be zero and such applicable Consolidated Total Leverage Ratio shall be so calculated accordingly.

For purposes of the foregoing, (i) the Applicable Commitment Fee Rate shall be determined as of the end of each fiscal quarter of the U.S. Borrower, and (A) in the case of any determination of the Applicable Commitment Fee Rate based on Working Capital Facility Utilization, shall be based on the Borrowing Base Reports that are delivered from time to time pursuant to Section 7.2 and the Applicable Commitment Fee Rate so determined shall become effective as of the first day of the month succeeding the applicable Borrowing Base Date of the last Borrowing Base Report delivered for a date included in the applicable fiscal quarter and (B) in the case of any determination of the Applicable Commitment Fee Rate based on the Consolidated Total Leverage Ratio, based upon those monthly consolidated financial statements of the MLP that are delivered after the end of each fiscal quarter pursuant to Section 7.1(c) and (ii) each change in the Applicable Commitment Fee Rate resulting from a change in the Consolidated Total Leverage Ratio shall be effective during the period commencing on the first day of the month (the “Commitment Fee Adjustment Date”) succeeding the date of delivery to the Administrative Agent of the last set of consolidated financial statements for a period included in the applicable fiscal quarter and ending on the date immediately preceding the next Commitment Fee Adjustment Date, provided that (x) subject to clause (y) below, the Applicable Commitment Fee Rate determined pursuant to each of clauses (a) and (b) shall be deemed to be Category 2 until the delivery pursuant to Section 7.2 of the first Borrowing Base Report delivered after the end of the first fiscal quarter ending after the Restatement Effective Date (it being understood that the first determination of the Applicable Commitment Fee Rate pursuant to clauses (a) and (b) in accordance with this clause (x) shall be calculated with respect to Working Capital Facility Utilization for the portion of the preceding fiscal quarter ended on and after the Restatement Effective Date) and the Applicable Commitment Fee Rate determined pursuant to clause (c) shall be deemed to be Category 2 until the delivery pursuant to Section 7.1(c) of the first financial statements after the end of the first fiscal quarter ending after the Restatement Effective Date and (y) the Applicable Commitment Fee Rate determined pursuant to each of clauses (a), (b) and (c) shall be deemed to be Category 1 (A) at any time that an Event of Default has occurred and is continuing or (B) at the option of the Administrative Agent or at the request of the Required Committed Lenders if the U.S. Borrower fails to deliver the consolidated financial statements required to be delivered by it pursuant to Section 7.1(c) or any Borrowing Base Report required to be delivered by it pursuant to Section 7.2, during the period from the expiration of the time for delivery thereof specified in Section 7.1 or Section 7.2, as applicable, until such consolidated financial statements or Borrowing Base Report, as applicable, are delivered.

“Applicable Facility Termination Date”: the applicable Commitment Termination Date or the Dollar Working Capital Facility Uncommitted Tranche Termination Date, as applicable.

“Applicable L/C Fee Rate”: on any day,

(a)               with respect to each Dollar Working Capital Facility Committed Tranche Letter of Credit, the rate per annum set forth in the table below for such Dollar Working Capital Facility Committed Tranche Letter of Credit opposite the applicable Working Capital Facility Utilization for the immediately preceding fiscal quarter.

(b)               with respect to each Dollar Working Capital Facility Uncommitted Tranche Letter of Credit, the rate per annum set forth in the table below for such Dollar Working Capital Facility Uncommitted Tranche Letter of Credit opposite the applicable Working Capital Facility Utilization for the immediately preceding fiscal quarter.

(c)               with respect to each Multicurrency Working Capital Facility Letter of Credit, the rate per annum set forth in the table below for such Multicurrency Working Capital Facility Letter of Credit opposite the applicable Working Capital Facility Utilization for the immediately preceding fiscal quarter.

(d)               with respect to any Acquisition Facility Letter of Credit, the rate per annum set forth in the table below for such Acquisition Facility Letter of Credit opposite the applicable Consolidated Total Leverage Ratio for the immediately preceding fiscal quarter.

For purposes of the foregoing, (i) the Applicable L/C Fee Rate shall be determined as of the end of each fiscal quarter of the U.S. Borrower, and (A) in the case of any determination of the Applicable L/C Fee Rate based on Working Capital Facility Utilization shall be based on the Borrowing Base Reports that are delivered from time to time pursuant to Section 7.2 and the Applicable L/C Fee Rate so determined shall become effective as of the first day of the month succeeding the applicable Borrowing Base Date of the last Borrowing Base Report delivered for a date included in the applicable fiscal quarter and (B) in the case of any determination of the Applicable L/C Fee Rate based on the Consolidated Total Leverage Ratio, based upon those monthly consolidated financial statements of the MLP that are delivered after the end of each fiscal quarter pursuant to Section 7.1(c) and (ii) each change in the Applicable L/C Fee Rate resulting from a change in the Consolidated Total Leverage Ratio shall be effective during the period commencing on the first day of the month (the “L/C Fee Adjustment Date”) succeeding the date of delivery to the Administrative Agent of the last set of consolidated financial statements for a period included in the applicable fiscal quarter and ending on the date immediately preceding the next L/C Fee Adjustment Date, provided that (x) subject to clause (y) below, the Applicable L/C Fee Rate determined pursuant to clause (a) and (b) shall be determined to be Category 2 and the Applicable L/C Fee Rate determined pursuant to clause (c) shall be deemed to be Category 2, in each case until the delivery pursuant to Section 7.2 of the first Borrowing Base Report delivered after the end of the first fiscal quarter ending after the Restatement Effective Date (it being understood that the first determination of the Applicable L/C Fee Rate pursuant to clauses (a), (b) and (c) in accordance with this clause (x) shall be calculated with respect to Working Capital Facility Utilization for the portion of the preceding fiscal quarter ended on and after the Restatement Effective Date) and the Applicable L/C Fee Rate determined pursuant to clause (d) shall be deemed to be Category 2 until the delivery pursuant to Section 7.1(c) of the first financial statements after the end of the first fiscal quarter ending after the Restatement Effective Date and (y) the Applicable L/C Fee Rate determined pursuant to each of clauses (a), (b), (c) and (d) shall be deemed to be Category 1 (A) at any time that an Event of Default has occurred and is continuing or (B) at the option of the Administrative Agent or at the request of the Required Lenders if the U.S. Borrower fails to deliver the consolidated financial statements required to be delivered by it pursuant to Section 7.1(c) or any Borrowing Base Report required to be delivered by it pursuant to Section 7.2, during the period from the expiration of the time for delivery thereof specified in Section 7.1 or Section 7.2, as applicable, until such consolidated financial statements or Borrowing Base Report, as applicable, are delivered.

“Applicable Lending Office”: for each Lender and for each Type of Loan, and/or participation in any Reimbursement Obligation, the lending office of such Lender designated on Schedule 1.0 (or, as the case may be, in the Assignment and Acceptance pursuant to which such Lender became a party hereto) for such Type of Loan and/or participation in any Reimbursement Obligation (or any other lending office from time to time notified to the Administrative Agent by such Lender) as the office at which its Loans and/or participation in any Reimbursement Obligation of such Type are to be made and maintained.

“Applicable Margin”: on any date:

(a)               on any day with respect to each Dollar Working Capital Facility Committed Tranche Loan or Dollar Committed Tranche Swing Line Loan, the rate per annum set forth in the table below for such Loans opposite the applicable Working Capital Facility Utilization for the immediately preceding fiscal quarter.

(b)               on any day with respect to each Dollar Working Capital Facility Uncommitted Tranche Loan or Dollar Uncommitted Tranche Swing Line Loan, the rate per annum set forth in the table below for such Loans opposite the applicable Working Capital Facility Utilization for the immediately preceding fiscal quarter.

(c)               on any day with respect to each Multicurrency Working Capital Facility Loan or Multicurrency Swing Line Loan, the rate per annum set forth in the table below for such Loans opposite the applicable Working Capital Facility Utilization for the immediately preceding fiscal quarter.

(d)               on any day with respect to any Acquisition Facility Loan, the rate per annum set forth in the table below opposite the applicable Consolidated Total Leverage Ratio for the immediately preceding fiscal quarter.

For purposes of the foregoing, (i) any rates identified above under a column including “(Specified Period)” shall be applicable during the Specified Period and any rates identified above under a column including “(Non-Specified Period)” shall be applicable during the Non-Specified Period, (ii) the Applicable Margin shall be determined as of the end of each fiscal quarter of the U.S. Borrower (A) in the case of any determination of the Applicable Margin based on Working Capital Facility Utilization shall be based on the Borrowing Base Reports that are delivered from time to time pursuant to Section 7.2 and the Applicable Margin so determined shall become effective as of the first day of the month succeeding the applicable Borrowing Base Date of the last Borrowing Base Report delivered for a date included in the applicable fiscal quarter and (B) in the case of any determination of the Applicable Margin based on the Consolidated Total Leverage Ratio shall be based upon those monthly consolidated financial statements of the MLP that are delivered after the end of each fiscal quarter pursuant to Section 7.1(c) and (iii) each change in the Applicable Margin resulting from a change in the Consolidated Total Leverage Ratio shall be effective during the period commencing on the first day of the month (the “Margin Adjustment Date”) succeeding the date of delivery to the Administrative Agent of the last set of consolidated financial statements for a period included in the applicable fiscal quarter and ending on the date immediately preceding the next Margin Adjustment Date, provided that (x) subject to clause (y) below, the Applicable Margin determined pursuant to clause (a) and (b) shall be deemed to be Category 2 and the Applicable Margin determined pursuant to clause (c) shall be deemed to be Category 2, in each case until the delivery pursuant to Section 7.2 of the first Borrowing Base Report delivered after the end of the first fiscal quarter ending after the Restatement Effective Date (it being understood that the first determination of the Applicable Margin pursuant to clauses (a), (b) and (c) in accordance with this clause (x) shall be calculated with respect to Working Capital Facility Utilization for the portion of the preceding fiscal quarter ended on and after the Restatement Effective Date) and the Applicable Margin determined pursuant to clause (d) shall be deemed to be Category 2 until the delivery pursuant to Section 7.1(c) of the first financial statements after the end of the first fiscal quarter ending after the Restatement Effective Date and (y) the Applicable Margin determined pursuant to each of clauses (a), (b), (c) and (d) shall be deemed to be Category 1 (A) at any time that an Event of Default has occurred and is continuing or (B) at the option of the Administrative Agent or at the request of the Required Lenders if the U.S. Borrower fails to deliver the consolidated financial statements required to be delivered by it pursuant to Section 7.1(c) or any Borrowing Base Report required to be delivered by it pursuant to Section 7.2, during the period from the expiration of the time for delivery thereof specified in Section 7.1 or Section 7.2, as applicable, until such consolidated financial statements or Borrowing Base Report, as applicable, are delivered.

“Applicable Sub-Limit”: each of the following:

(a)               with respect to Dollar Swing Line Loans, the Dollar Swing Line Loan Sub-Limit;

(b)               with respect to Multicurrency Swing Line Loans, the Multicurrency Swing Line Loan Sub-Limit;

(c)               with respect to Dollar Working Capital Facility Letters of Credit, the Dollar Working Capital Facility Letter of Credit Sub-Limit;

(d)               with respect to Multicurrency Working Capital Facility Letters of Credit, the Multicurrency Working Capital Facility Letter of Credit Sub-Limit;

(e)                with respect to Dollar Working Capital Facility Performance Letters of Credit, the Dollar Performance Letter of Credit Sub-Limit;

(f)                with respect to Multicurrency Working Capital Facility Performance Letters of Credit, the Multicurrency Performance Letter of Credit Sub-Limit;

(g)                with respect to Dollar Working Capital Facility Long Tenor Letters of Credit, the Dollar Long Tenor Letter of Credit Sub-Limit;

(h)                with respect to Multicurrency Working Capital Facility Long Tenor Letters of Credit, the Multicurrency Long Tenor Letter of Credit Sub-Limit;

(i)                 with respect to Acquisition Facility Letters of Credit, the Acquisition Facility Letter of Credit Sub-Limit;

(j)            with respect to Acquisition Facility Transportation Letters of Credit, the Acquisition Facility Transportation Letter of Credit Sub-Limit;

(k)           with respect to Acquisition Facility Working Capital Extensions of Credit, the Acquisition Facility Working Capital Sub-Limit; and

(l)            with respect to Acquisition Facility Maintenance Cap-Ex Extensions of Credit, the Acquisition Facility Maintenance Cap-Ex Sub-Limit.

“Approved Acquisition Assets”: each Acquisition Asset for which the Administrative Agent has received a Business Valuation meeting the requirements of the definition therefor; provided that no asset shall be an Approved Acquisition Asset unless it is subject to a Perfected First Lien and is free and clear of all Liens other than Liens permitted hereunder.

“Approved Fund”: (a) with respect to any Lender, any Bank CLO of such Lender, and (b) with respect to any Lender that is a fund that invests in commercial loans and similar extensions of credit, any other fund that invests in commercial loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate or Subsidiary of such investment advisor.

“Approved Inventory Location”: (a) any pipeline or storage facility owned by any Loan Party and (b) any other pipeline, third-party carrier or third party storage facility that (i) has been sent notice of the Administrative Agent’s Perfected First Lien on the inventory owned by any Loan Party located in or at such pipeline, third party carrier or third party storage facility in accordance with the U.S. Security Agreement or the Canadian Security Documents, as applicable, and (ii) (A) is identified on Schedule 1.1(A) (the “Approved Inventory Location Schedule”) or (B) has been approved by the Administrative Agent, in its sole discretion (exercised in good faith), from time to time after the Restatement Effective Date, unless in each case, the status of such pipeline, third party carrier or third party storage facility as an Approved Inventory Location has been revoked upon ten (10) Business Days’ notice to the U.S. Borrower from the Administrative Agent, acting in its reasonable discretion. The Approved Inventory Location Schedule shall be deemed amended to include such Approved Inventory Locations without further action immediately upon the Administrative Agent’s approval.

“Approving Lender”: as defined in Section 4.22(a).

“Approved Organizational Changes”: as defined in Section 11.30.

“Arrangers”: the Lead Arranger, BNP Paribas, Citizens Bank, N.A. Coöperatieve Rabobank U.A., New York Branch, Société Générale and Wells Fargo Securities, LLC.

“Asset Sale”: any conveyance, sale, lease, sub-lease, assignment, transfer or other disposition of property or series of related sales, leases or other dispositions of property (excluding any such sale, lease or other disposition permitted by Section 8.6) which yields Net Cash Proceeds to any Borrower or any other Loan Party (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $5,000,000.

“Assignee”: as defined in Section 11.7(c).

“Assignment and Acceptance”: as defined in Section 11.7(c).

“Assignment of Claims Act”: the Federal Assignment of Claims Act of 1940 (31 U.S.C. §3727 et seq.) and any similar state or local laws, together with all rules, regulations, interpretations and binding court decisions related thereto.

“Auto-Renewal Letter of Credit”: as defined in Section 3.4(c).

“Availability Certification”: as defined in Section 6.2(e)(ix).

“Available Acquisition Facility Commitment”: as to any Acquisition Facility Lender at any time, an amount equal to the excess, if any, of (i) the amount of such Acquisition Facility Lender’s Acquisition Facility Commitment at such time over (ii) such Acquisition Facility Lender’s Acquisition Facility Extensions of Credit outstanding at such time; provided, that such amount shall never be less than zero.

“Available Commitment”: at any time as to any Lender, all or any of the Available Dollar Working Capital Facility Commitment, the Available Multicurrency Working Capital Facility Commitment and/or the Available Acquisition Facility Commitment of such Lender at such time, as the context requires.

“Available Dollar Working Capital Facility Commitment”: as to any Dollar Working Capital Facility Committed Tranche Lender at any time, an amount equal to the excess, if any, of (i) the amount of such Dollar Working Capital Facility Committed Tranche Lender’s Dollar Working Capital Facility Commitment at such time over (ii) such Dollar Working Capital Facility Committed Tranche Lender’s Dollar Working Capital Facility Committed Tranche Extensions of Credit outstanding at such time; provided, that such amount shall never be less than zero; provided further that solely for purposes of determining fees pursuant to Section 2.8, the amount of outstanding Dollar Working Capital Facility Committed Tranche Extensions of Credit consisting of Dollar Committed Tranche Swing Line Loans shall be deemed to be zero.

“Available Dollar Working Capital Facility Uncommitted Tranche Portion”: as to any Dollar Working Capital Facility Uncommitted Tranche Lender at any time, an amount equal to the excess, if any, of (i) the amount of such Dollar Working Capital Facility Uncommitted Tranche Lender’s Dollar Working Capital Facility Uncommitted Tranche Portion at such time over (ii) such Dollar Working Capital Facility Uncommitted Tranche Lender’s Dollar Working Capital Facility Uncommitted Tranche Extensions of Credit outstanding at such time; provided, that such amount shall never be less than zero.

“Available Multicurrency Working Capital Facility Commitment”: as to any Multicurrency Working Capital Facility Lender at any time, an amount equal to the excess, if any, of (i) the amount of such Multicurrency Working Capital Facility Lender’s Multicurrency Working Capital Facility Commitment at such time over (ii) the Dollar Equivalent of such Multicurrency Working Capital Facility Lender’s Multicurrency Working Capital Facility Extensions of Credit outstanding at such time; provided, that such amount shall never be less than zero; provided further that solely for purposes of determining fees pursuant to Section 2.8, the amount of outstanding Multicurrency Working Capital Facility Extensions of Credit consisting of Multicurrency Swing Line Loans shall be deemed to be zero.

“Axel Johnson Affiliate”: any Person that is directly or indirectly in control of, controlled by, or under common control with, Axel Johnson Inc., excluding any Loan Party and any other Person with respect to whom any Loan Party has the power, directly or indirectly to (x) vote any of the securities having ordinary voting power for the election of directors (or, if such Person is not a corporation, similar governing Persons) of such Person or (y) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. For purposes of this definition, “control” of a Person (including, with its correlative meanings, “controlled by” and “under common control with”) means the power, directly or indirectly, either to (a) vote more than 50% of the securities having ordinary voting power for the election of directors (or, if such Person is not a corporation, similar governing Persons) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Axel Johnson Subordinated Indebtedness”: with respect to any Loan Party, unsecured Indebtedness owed by such Loan Party to any Axel Johnson Affiliate that is subject to a subordination agreement substantially in the form of Exhibit H-2, which such form provides that there shall be no restriction as to the incurrence of such Indebtedness by any Loan Party, or the interest rate or stated maturity applicable thereto, or, except as provided in Section 8.9, as to the repayment of such Indebtedness.

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

“Bail-In Legislation”: (a) 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, regulation, rule or requirement for such EEA Member Country from time to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank CLO”: as to any Lender, any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and is administered or managed by such Lender or an Affiliate or Subsidiary of such Lender.

“Banking Services”: each and any of the following bank services provided to any Loan Party or its Subsidiaries: (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value cards and (c) merchant processing services.

“Bankruptcy Code”: Title 11 of the United States Code (11 U.S.C. § 101 et seq.).

“Barrel”: forty-two U.S. gallons.

“Base Rate”: for any day, the rate per annum equal to the greatest of (a) the NYFRB Rate in effect on such day plus 1/2 of 1.00%, (b) the U.S. Prime Rate in effect on such day (rounded upward, if necessary, to the next 1/16 of 1.00%) and (c) the one-month Eurocurrency Rate for United States Dollars in effect on such day plus 1.00% (or if the LIBOR Screen Rate is not available for a one-month period Interest Period, the Interpolated Rate). For purposes hereof: “U.S. Prime Rate” shall mean the rate of interest per annum that is equal to the corporate base rate of interest established by MUFG from time to time and provided to the Borrowers or publicly announced prior to the delivery of the relevant Borrowing Notice; provided, that such rate of interest is a reference rate and does not necessarily represent the lowest or best rate actually available. Any change in the Base Rate due to a change in the U.S. Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Rate shall be effective as of the opening of business on the day such change in the U.S. Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Rate becomes effective, respectively.

“Base Rate Loans”: Loans the rate of interest of which is based upon the Base Rate.

“Benchmark”: initially, the Eurocurrency Base Rate for Eurocurrency Loans denominated in a given currency; provided, however, that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, has occurred with respect to such benchmark rate, then “Benchmark” means, with respect to such currency, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has become effective pursuant to the provisions of pursuant to Section 4.23.

“Benchmark Replacement”: with respect to any then-current Benchmark, the sum of: (a) the alternate benchmark rate (which, with respect to Loans denominated in United States Dollars, may include Term SOFR) that has been selected by the Administrative Agent and the Borrowers as the replacement for such Benchmark giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the then-current Benchmark for syndicated credit facilities denominated in the applicable currency and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than 0.50%, the Benchmark Replacement will be deemed to be 0.50% for the purposes of this Agreement.

“Benchmark Replacement Adjustment”: with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrowers, giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities at such time denominated in the applicable currency.

“Benchmark Replacement Conforming Changes”: with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Eurocurrency Base Rate,” the definition of “Eurocurrency Rate”, the definition of “Base Rate”, the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).

“Benchmark Replacement Date”: the earlier to occur of the following events with respect to any then-current Benchmark:

(1)             in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component); or

(2)             in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

“Benchmark Transition Event”: the occurrence of one or more of the following events with respect to any then-current Benchmark:

(1)             a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component);

(2)             a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component); or

(3)             a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component) is no longer representative.

“Benchmark Transition Start Date”: (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Required Lenders, as applicable, by notice to the Borrowers, the Administrative Agent (in the case of such notice by the Required Lenders) and the Lenders.

“Benchmark Unavailability Period”: with respect to any then-current Benchmark, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to such Benchmark and solely to the extent that such Benchmark has not been replaced with a Benchmark Replacement, the period (a) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder in accordance with Section 4.23 and (b) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder pursuant to Section 4.23.

“Beneficial Ownership Certification”: a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation”: 31 C.F.R. § 1010.230.

“Benefit Plan”: any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Benefited Lender”: as defined in Section 11.8(a).

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower Materials”: as defined in Section 11.2.

“Borrowers”: as defined in the introductory paragraph of this Agreement.

“Borrower Parties”: collectively, the Borrowers and any Additional Borrowers.

“Borrowing Base Availability”: at any time, an amount equal to the Aggregate Borrowing Base Amount at such time minus the Total Working Capital Facility Extensions of Credit at such time minus the Total Acquisition Facility Working Capital Extensions of Credit.

“Borrowing Base Date”: the most recent date as of which the U.S. Borrower has based a Borrowing Base Report to be delivered by the U.S. Borrower pursuant to Section 7.2(c).

“Borrowing Base Report”: a report certified by a Responsible Person of the U.S. Borrower, substantially in the form of Exhibit G, with appropriate insertions and schedules, showing the Aggregate Borrowing Base Amount, the U.S. Borrowing Base and the Kildair Borrowing Base, in each case as of the date set forth therein and the basis on which it was calculated, together with the following detailed supporting information:

(i)            for each of the U.S. Borrowing Base and the Kildair Borrowing Base, for Eligible Cash and Cash Equivalents, a statement as of the applicable Borrowing Base Date of the account balance, issued by each Cash Management Bank;

(ii)           for each of the U.S. Borrowing Base and the Kildair Borrowing Base, for Eligible L/C Backed Accounts Receivable, Eligible Tier 1 Accounts Receivable, Eligible Tier 2 Accounts Receivable, Eligible Unbilled Tier 1 Accounts Receivable, and Eligible Unbilled Tier 2 Accounts Receivable,

(A)            a schedule listing each Account Receivable which is supported by a letter of credit, together with the amount of such Account Receivable, the Account Debtor of such Account Receivable, the issuing bank, the applicant and the expiration date of the related letter of credit, the terms of the auto-renewal provision, if any, and the face amount of the related letter of credit (or, if applicable, the maximum value of the related letter of credit after giving effect to any tolerance included therein, and the amount of such tolerance);

(B)            a schedule of each Eligible Account Receivable and Eligible Unbilled Account Receivable, listing the counterparty thereof, and each of the offsets and deductions to the amount of such Eligible Account Receivable or Eligible Unbilled Account Receivable, as applicable, including, if applicable, (1) the contra account balance thereof, (2) any offset or counterclaim resulting from trade liabilities, (3) the net marked-to-market net-off calculation of any losses applied to the Account Debtor after deduction for all margin monies received and/or paid and the details of any related letters of credit described in clause (A) above, (4) any Out of the Money Forward Contract Amounts applied thereto pursuant to clause (F) of the definition of “U.S. Borrowing Base” or “Kildair Borrowing Base”, as applicable) and (5) any adjustments described in the definitions of U.S. Borrowing Base or Kildair Borrowing Base, as applicable, to the extent applicable; and

(C)             with respect to each Eligible Account Receivable, other than Eligible Unbilled Accounts Receivable, to the extent applicable, an aging report in form and substance satisfactory to the Administrative Agent;

(iii)          for each of the U.S. Borrowing Base and the Kildair Borrowing Base, for Eligible Inventory, a schedule of (A) inventory locations, (B) Market Value and inventory volumes by location and type of Eligible Commodity, (C) if requested by the Administrative Agent, in the case of Eligible Hedged Petroleum Inventory and (in the case of the U.S. Borrowing Base) Eligible Hedged Natural Gas Inventory, evidence of the hedge as demonstrated to the reasonable satisfaction of the Administrative Agent in the Position Report delivered concurrently with the applicable Borrowing Base Report, (D) each of the offsets and deductions used in determining the value of the Eligible Inventory, including any exchange payable or other offsets and any adjustments described in the definitions of U.S. Borrowing Base or Kildair Borrowing Base, as applicable, to the extent applicable, (E) except to the extent covered by clause (F) or clause (G) below, available supporting documentation for the inventory volumes as of such Borrowing Base Date, (F) within thirty (30) days after each Borrowing Base Date with respect to a calendar month (provided that the U.S. Borrower shall use best efforts to provide within thirty (30) days following receipt therefor a Borrowing Base Report requested by the Administrative Agent), a volume difference reconciliation comparing the inventory volumes reflected in the U.S. Borrower’s accounting records with the U.S. Borrower’s third party statements, together with a copy of such statements (provided, that a copy of such third party statements shall not be required with respect to any storage site not owned or operated by the U.S. Borrower or any of its Affiliates where less than 5,000 Barrels of Eligible Petroleum Inventory is held) and (G) within thirty (30) days after each Borrowing Base Date that occurs on the last day of March, June, September and December of each year, if requested by the Administrative Agent, inventory and field reports supplied by 25% of the terminals owned by the Loan Parties (so that, in one calendar year, reports with respect to each terminal owned by any Loan Party shall have been delivered);

(iv)         for each of the U.S. Borrowing Base and the Kildair Borrowing Base, for Eligible Net Liquidity in Futures Accounts, copies of summary account statements (or if requested by the Administrative Agent, the full account statements) issued by the Eligible Broker where such assets are held as of the applicable Borrowing Base Date together with additional statements for each commodities futures account that account for any (x) discounted face value of any U.S. Treasury Securities held in such account that are zero coupon securities issued by the United States of America and (y) unearned interest on such U.S. Treasury Securities;

(v)          for the U.S. Borrowing Base, for Eligible Exchange Receivables, (A) a schedule of each Eligible Exchange Receivable, the counterparty thereof, the time outstanding and each of the offsets and deductions to the amount of such Eligible Exchange Receivable used in determining the value of Eligible Exchange Receivables, including any contra account balance thereof and, if applicable, any Out of the Money Forward Contract Amounts applied thereto pursuant to clause (F) of the definition of “U.S. Borrowing Base” and any other adjustments described in the definitions of Borrowing Base, to the extent applicable, and (B) to the extent applicable, information described in clause (ii)(A) above;

(vi)         for each of the U.S. Borrowing Base and the Kildair Borrowing Base, for the Eligible Short Term Unrealized Forward Gains and, solely with respect to the U.S. Borrowing Base, for the Eligible Medium Term Unrealized Forward Gains and Eligible Long Term Unrealized Forward Gains, a summary schedule thereof listing:

(A)            the Marked-to-Market Value and the date of the final cash or physical settlement of each Forward Contract;

(B)            the aggregate amount of each of the offsets and deductions to the Marked-to-Market Value of such Forward Contracts included in the calculation of the Counterparty Forward Contract Amount with respect to a Forward Contract Counterparty, including, to the extent applicable, the aggregate contra account balance of such Forward Contract Counterparty (and the calculation of such contra balance), all margin monies received and/or paid with respect to such Forward Contracts and the details of any related letters of credit and any adjustments described in the definitions of U.S. Borrowing Base or Kildair Borrowing Base, as applicable, to the extent applicable; and

(C)             the Counterparty Forward Contract Amount for each Forward Contract Counterparty;

(vii)        for each of the U.S. Borrowing Base and the Kildair Borrowing Base, for Eligible Letters of Credit Issued for Commodities Not Yet Received, (A) a schedule listing each Letter of Credit giving rise to Eligible Letters of Credit Issued for Commodities Not Yet Received, together with the name of the applicant, the expiration date of the related Letter of Credit and the face value thereof (or, if applicable, the maximum value of such Letter of Credit after giving effect to any tolerance included therein, and the amount of such tolerance), (B) a calculation supporting the value of physical volume delivered and the liability owed by the applicable Loan Party to the beneficiary of the Letter of Credit in connection therewith versus the face amount of such Letters of Credit, and (C) a schedule of each of the offsets and deductions used in determining the value of Eligible Letters of Credit Issued for Commodities Not Yet Received, including the amounts and a calculation, by type (i.e., mark-to-market loss, exchange payables and other type of liability owed), supporting the value of any other liabilities owed by the applicable Loan Party to the beneficiary of the Letter of Credit versus the face amount of such Letters of Credit and any adjustments described in the definitions of U.S. Borrowing Base or Kildair Borrowing Base, as applicable, to the extent applicable;

(viii)       for each of the U.S. Borrowing Base and the Kildair Borrowing Base, for Paid but Unexpired Letters of Credit, (A) a schedule listing each Letter of Credit giving rise to Paid but Unexpired Letters of Credit, together with the name of the applicant, the expiration date of the related Letter of Credit and the face value thereof (or, if applicable, the maximum value of such Letter of Credit after giving effect to any tolerance included therein, and the amount of such tolerance), (B) a statement describing the existing liabilities that may be satisfied with such Letter of Credit and the amount therefor, (C) a schedule of any payments made by the applicable Loan Party to satisfy the obligations for which such Letter of Credit was issued, (D) a schedule of the underlying “operational tolerance” with respect to any such Trade Letter of Credit (if applicable) and (E) a schedule of each of the offsets and deductions used in determining the value of Paid but Unexpired Letters of Credit, including the amounts and a calculation, by type (i.e. mark-to-market loss, exchange payables and other type of liability owed), supporting the value of any other liabilities owed by the applicable Loan Party to the beneficiary of the Letter of Credit versus the face amount of such Letters of Credit and any adjustments described in the definitions of U.S. Borrowing Base or Kildair Borrowing Base, as applicable, to the extent applicable;

(ix)          for the U.S. Borrowing Base, for Eligible RINs, a schedule summarizing the value of the RINs inventory available for sale, including the total RINs volume separated by fuel category. For each fuel category the RINs volumes and values for each RINs year for which there is inventory also will be shown;

(x)           for the U.S. Borrowing Base, for the First Purchaser Lien Amount, a schedule setting forth the holder of each First Purchaser Lien, the amount of the obligations outstanding giving rise to the First Purchaser Lien Amount to such holder, each of the offsets and deductions to the amount of such obligations used in determining the First Purchaser Lien Amount, including the portion thereof reduced by any Letter of Credit, and any adjustments described in the definitions of Borrowing Base, to the extent applicable;

(xi)          for each of the U.S. Borrowing Base and the Kildair Borrowing Base, for Product Taxes, a schedule listing the amounts of each tax liability by taxing authority, the description thereof and the period(s) for which such taxes were assessed;

(xii)         for each of the U.S. Borrowing Base and the Kildair Borrowing Base, for Swap Amounts due to Qualified Counterparties, a schedule listing the aggregate net unrealized gains or losses with respect to each Commodity OTC Agreement with a Qualified Counterparty and each Financial Hedging Agreement with a Qualified Counterparty (whether or not the Swap Amounts due to Qualified Counterparties is equal to or in excess of $20,000,000 (in the case of the U.S. Borrowing Base) or $5,000,000 (in the case of the Kildair Borrowing Base));

(xiii)        a summary report showing the total amount outstanding under each type of extension of credit made hereunder; and

(xiv)            a summary of the Working Capital Facility Utilization for the period from the immediately preceding Borrowing Base Date (or, in the case of the first Borrowing Base Report, the Restatement Effective Date) to (but not including) the Borrowing Base Date for such Borrowing Base Report.

“Borrowing Date”: any Business Day specified (i) in a Borrowing Notice as a date on which a Loan requested by a Borrower is to be made or (ii) in a Letter of Credit Request as a date on which a Letter of Credit requested by a Borrower is to be issued, amended or renewed.

“Borrowing Notice”: as defined in Section 2.5(a).

“Brokerage Account Deducts”: as defined in the definition of “Eligible Net Liquidity in Futures Accounts” in this Section 1.1.

“Business”: as defined in Section 5.22(b).

“Business Day”: (i) for all purposes other than as covered by clauses (ii) and (iii) of this definition, a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by Law to close, (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurocurrency Loans, any day which is a Business Day as described in clause (i) of this definition and which is also a day on which dealings in United States Dollar deposits are carried out in the London interbank market and (iii) with respect to all notices and determinations in connection with, and payments of principal and interest on, Loans made to the Canadian Borrower or made in Canadian Dollars, any day which is a Business Day as described in clause (i) of this definition and which is also a day on which banks are open for dealings in Canadian Dollars in Toronto, Ontario and Montreal, Quebec.

“Business Valuation”: with respect to any Approved Acquisition Asset, a business valuation commissioned by and addressed to the Administrative Agent and in form and substance reasonably acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld, conditioned or delayed) and prepared by a Valuation Agent.

“CAML”: the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws.

“Calculation Date”: the last Business Day of each calendar month (or any other day selected by the Administrative Agent); provided that (a) the second Business Day preceding (or such other Business Day as the Administrative Agent shall deem applicable with respect to Canadian Dollars in accordance with rate-setting convention for Canadian Dollars) (i) each Borrowing Date with respect to any Loan denominated in Canadian Dollars or (ii) any date on which a Loan denominated in Canadian Dollars is continued shall also be a “Calculation Date”, (b) each Borrowing Date with respect to any other Loan made hereunder shall also be a “Calculation Date” and (c) the date of issuance, amendment, renewal or extension of a Letter of Credit shall also be a Calculation Date.

“Canadian Benefit Plans”: any plan, fund, program, or policy, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, providing employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, under which any Loan Party or any Subsidiary of any Loan Party that carries on business in Canada, has any liability with respect to any employee or former employee, but excluding any Canadian Pension Plans.

“Canadian Borrower”: as defined in the introductory paragraph of this Agreement.

“Canadian Dollar Equivalent”: with respect to (i) an amount denominated in any currency other than Canadian Dollars, the equivalent in Canadian Dollars of such amount determined at the Exchange Rate on the most recent Calculation Date and (ii) an amount denominated in Canadian Dollars, such amount. 

“Canadian Dollars” and “C$”: dollars in lawful currency of Canada.

“Canadian Loan Parties”: collectively, (a) the Canadian Borrower, (b) the Loan Parties which are organized under the laws of Canada or any province or territory thereof and (c) each other Person organized under the laws of Canada or any province or territory thereof that at any time becomes a Loan Party under the Loan Documents; each sometimes being referred to herein individually as a “Canadian Loan Party”.

“Canadian Omnibus Amendment Agreement: the Omnibus Amendment Agreement, dated as of the Restatement Effective Date, by and among each Loan Party party thereto and the Administrative Agent, which shall amend the Canadian Security Agreement and the Canadian Pledge Agreement.

“Canadian Pension Plans”: each pension plan required to be registered under Canadian federal or provincial law that is maintained or contributed to by a Loan Party or any Subsidiary of any Loan Party for its employees or former employees, but does not include the Canada Pension Plan or the Quebec Pension Plan as administered by the Government of Canada or the Province of Quebec, respectively.

“Canadian Pledge Agreement”: the Canadian Pledge Agreement, dated as of December 9, 2014, by (a) each Loan Party pledging Capital Stock of any Person organized under the laws of Canada or any province or territory thereof and (b) with respect to the pledge of Capital Stock of any Person not organized under the laws of Canada or any province or territory thereof, any Loan Party organized under the laws of Canada or any province or territory thereof or having its chief executive office or domicile in Canada, in favor of the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Canadian Security Agreement”: the Canadian Security Agreement, dated as of December 9, 2014, by the Loan Parties organized under the laws of Canada or any province or territory thereof, having its chief executive office (or domicile) in Canada or any province or territory thereof or having tangible assets in Canada, in favor of the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Canadian Security Documents”: collectively, the Canadian Security Agreement, the Canadian Pledge Agreement, the Quebec Security Documents and each Mortgage and Security Agreement in respect of any real property located in Canada and, in each case, any Successor Agent Document in respect of any of the foregoing.

“Canadian Subsidiary”: any Subsidiary of the U.S. Borrower organized or incorporated under the laws of Canada or any province or territory thereof.

“Capital Expenditures”: for any period with respect to any Person, all expenditures made by such Person during such period that, in accordance with GAAP, should be classified as a capital expenditure.

“Capital Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation or unlimited liability company, all membership interests in a limited liability company, all partnership interests in a limited partnership or partnership, all membership rights in a cooperative or any and all similar ownership interests in a Person (other than a corporation, unlimited liability company, limited liability company, limited partnership or partnership) and any and all warrants, rights or options to purchase any of the foregoing.

“Cash and Carry Transaction”: in respect of a particular commodity, all transactions that occur during a Contango Market consisting of:

(a)               the entering into of future or swap contracts for the purchase of such commodity offset by the concurrent entering into of future or swap contracts for the sale of the same quantity of such commodity for a later delivery date and a maximum period not exceeding twelve (12) months; and/or

(b)               the physical purchase by the U.S. Borrower or any other Loan Party of such commodity which shall be stored for a period not exceeding twelve (12) months from the date of delivery of such commodity to the U.S. Borrower or such Loan Party, and the sale of which shall be Hedged by hedges that have a maximum tenor not exceeding twelve (12) months; and/or

(c)                any combination of the foregoing.

“Cash (100%) Collateralize”; “Cash (100%) Collateralized”: with respect to any Letter of Credit, to pledge and deposit as collateral for the Obligations Cash Collateral in the currency in which such Letter of Credit is denominated and in an amount equal to 100% of the undrawn face amount of such Letter of Credit plus unpaid fees associated with such Letter of Credit (including any letter of credit commissions) then due and payable or to be owed with respect to such Letter of Credit for the period from the time such Cash Collateral is deposited as collateral until the expiration date of such Letter of Credit, pursuant to documentation substantially in the form of Exhibit K or such other substantially similar form reasonably satisfactory to the Administrative Agent.

“Cash Collateral”: with respect to any Letter of Credit, cash or deposit account balances denominated in United States Dollars or Canadian Dollars that have been pledged and deposited with or delivered to the Administrative Agent for the ratable benefit of the Secured Parties as collateral for the Obligations, including the repayment of such Letter of Credit.

“Cash Collateralize”, “Cash Collateralized”, “Cash Collateralization”: with respect to any Letter of Credit, to pledge and deposit as collateral for the Obligations Cash Collateral in the currency in which such Letter of Credit is denominated and in an amount equal to 105% of the undrawn face amount of such Letter of Credit plus unpaid fees associated with such Letter of Credit (including any letter of credit commissions) then due and payable or to be owed with respect to such Letter of Credit for the period from the time such Cash Collateral is deposited as collateral until the expiration date of such Letter of Credit, pursuant to documentation substantially in the form of Exhibit K or such other substantially similar form reasonably satisfactory to the Administrative Agent.

“Cash Equivalents”: (a) securities with maturities of twelve (12) months or less from the date of acquisition or acceptance which are issued or fully guaranteed or insured by the United States, Canada or any agency or instrumentality thereof, (b) bankers’ acceptances, certificates of deposit and eurodollar time deposits with maturities of nine (9) months or less from the date of acquisition and overnight bank deposits, in each case, of any Lender or of any international or national 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) commercial paper, variable rate or auction rate securities, or any other short term, liquid investment having a rating, on the date of purchase, of at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s and that matures or resets not more than nine (9) months after the date of acquisition, (d) obligations of any U.S. state, Canadian province or territory or a division, public instrumentality or taxing authority thereof, having on the date of purchase a rating of at least AA or the equivalent thereof by S&P or at least Aa2 or the equivalent thereof by Moody’s and (e) investments in money market funds, mutual funds or other pooled investment vehicles, in each case acceptable to the Administrative Agent in its sole discretion, the assets of which consist solely of the foregoing.

“Cash Management Account”: a Deposit Account or Securities Account maintained with any Cash Management Bank.

“Cash Management Bank”: JPMorgan Chase Bank, N.A. and each of the banks and other financial institutions listed on Schedule 1.1(B) and any other bank or financial institution (which is reasonably acceptable to the Administrative Agent) from time to time designated by the U.S. Borrower as a bank or financial institution (i) at which any Borrower or any other Loan Party or any of their Subsidiaries maintains any Controlled Account or (ii) with which any Borrower or any other Loan Party or any of their Subsidiaries engages in Banking Services.

“Cash Management Bank Agreement”: any (i) account agreement, account control agreement or other agreement governing the relationship between a Cash Management Bank and a Loan Party with respect to a Cash Management Account and (ii) any agreement governing Banking Services.

“CDOR Screen Rate”: with respect to any Interest Period, (i) the annual rate of interest determined with reference to the arithmetic average of the discount rate quotations of all institutions listed in respect of the relevant Interest Period for Canadian Dollar-denominated bankers’ acceptances displayed and identified as such on the CDOR page of the Reuters screen (or on any successor or substitute page on such screen or service that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion) as of the Specified Time on the Quotation Day for such Interest Period (as adjusted by the Administrative Agent after the Specified Time to reflect any error in the posted rate of interest or in the posted average annual rate of interest); plus (ii) 0.10% per annum.

“Change of Control”: the occurrence of any of the following events: (a) the Permitted Investors shall cease to own and control, of record and beneficially, directly or indirectly, more than 50% of the total voting power of all classes of Capital Stock of (i) prior to the effectiveness of the Approved Organizational Changes, the General Partner or (ii) after the effectiveness of the Approved Organizational Changes, the MLP, in each case, entitled to vote generally in the election of directors free and clear of all Liens, other than Liens of the type permitted pursuant to Section 8.3 (and with respect to the General Partner, as if Section 8.3 were applicable), (b) prior to the effectiveness of the Approved Organizational Changes, the General Partner shall cease to own and control, of record and beneficially, 100% of the general partnership interests of the MLP free and clear of all Liens, other than Liens of the type permitted pursuant to Section 8.3 (as if Section 8.3 were applicable) or (c) the MLP shall cease to own and control, of record and beneficially, directly or indirectly, 100% of each class of outstanding Capital Stock of each Borrower and each other Loan Party (other than the MLP) free and clear of all Liens, other than Liens permitted pursuant to Section 8.3.

“Chapter 11 Debtor”: as defined in the definition of “Eligible Account Receivable” in this Section 1.1.

“Coal Products”: coal and any other product or by-product of the foregoing and all rights to transmit, transport or store the foregoing.

“Code”: the Internal Revenue Code of 1986, as amended.

“Collateral”: all property and interests in property of the Loan Parties now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document; provided, that notwithstanding anything to the contrary herein or in any other Loan Document, no shares, interests, participations or other equivalents of capital stock of an Unlimited Liability Company (as defined in the Canadian Pledge Agreement), together with all stock certificates, options or rights of any nature whatsoever which may be issued or granted by an Unlimited Liability Company, shall constitute “Collateral” under any Security Document other than the Canadian Pledge Agreement and the deed of hypothec securing the Obligations forming part of the Quebec Security Documents, as provided for therein.

“Commitment”: at any date, as to any Lender, the Dollar Working Capital Facility Commitments, the Multicurrency Working Capital Facility Commitments and/or the Acquisition Facility Commitments of such Lender, as the context requires.

“Commitment Percentage”: at any time, as to any Lender, the Acquisition Facility Commitment Percentage, the Dollar Working Capital Facility Commitment Percentage or the Multicurrency Working Capital Facility Commitment Percentage of such Lender at such time, as the context requires.

“Commitment Period”: the Acquisition Facility Commitment Period, the Dollar Working Capital Facility Commitment Period or the Multicurrency Working Capital Facility Commitment Period, as the context requires.

“Commitment Termination Date”: the Acquisition Facility Commitment Termination Date, the Dollar Working Capital Facility Commitment Termination Date or the Multicurrency Working Capital Facility Commitment Termination Date, as the context requires.

“Committed Facilities”: collectively, the Dollar Working Capital Facility Committed Tranche, the Multicurrency Working Capital Facility and the Acquisition Facility.

“Committed Facilities Credit Exposure”: as to any Committed Lender at any time, the Dollar Working Capital Facility Committed Tranche Credit Exposure of such Committed Lender plus the Multicurrency Working Capital Facility Credit Exposure of such Committed Lender plus the Acquisition Facility Credit Exposure of such Committed Lender.

“Committed Facilities Credit Exposure Percentage”: as to any Committed Lender at any time, the fraction (expressed as a percentage), the numerator of which is the Committed Facilities Credit Exposure of such Committed Lender at such time and the denominator of which is the aggregate Committed Facilities Credit Exposures of all of the Committed Lenders at such time.

“Committed Lenders”: the Dollar Working Capital Facility Committed Tranche Lenders, the Multicurrency Working Capital Facility Lenders and the Acquisition Facility Lenders.

“Commodity Account”: any “Commodity Account” as defined in Section 9-102 of the UCC, any “futures account” as defined under the PPSA and any “securities account” as defined in the Quebec STA in which is held “commodity futures contracts”, “security futures contracts”, “financial instrument futures contracts” and other similar “futures contracts”, as such terms are defined in the Quebec STA.

“Commodity Contract”: (a) a Physical Commodity Contract, (b) any Commodity OTC Agreement or (c) a contract for the storage or transportation of any physical Eligible Commodity.

“Commodity Exchange Act”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Commodity OTC Agreement”: (i) any forward commodity contract (excluding any Forward Contract which is a Physical Commodity Contract), swap, option, collar, cap or floor transaction, in each case based on Eligible Commodities and (ii) any other similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing.

“Commonly Controlled Entity”: an entity, whether or not incorporated, which is under common control with the U.S. Borrower within the meaning of Section 4001(a)(14) of ERISA or is part of a group which includes the U.S. Borrower and which is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

“Compliance Certificate”: as defined in Section 7.2(b).

“Conduit Lender”: any special purpose entity organized and administered by any Lender (or an affiliate of such Lender) for the purpose of making Loans required to be made by such Lender or of funding such Lender’s participation in any unpaid Reimbursement Obligation and designated as its Conduit Lender by such Lender in a written instrument; provided, that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan or a participation in any unpaid Reimbursement Obligation under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan or participation in any unpaid Reimbursement Obligation, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender; provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 11.6 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any commitment hereunder.

“Confidential Information”: as defined in Section 11.16.

“Connection Income Taxes”: Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Current Assets”: as of any date of determination, all assets of the Loan Parties that, in accordance with GAAP adjusted on an Economic Basis, would be classified as current assets on a consolidated balance sheet of the Loan Parties; provided, that amounts otherwise classified as current assets which are due from any Affiliate (including shareholders (other than public limited partners of the MLP)) or Subsidiary of any Loan Party shall not be classified as current assets.

“Consolidated Current Liabilities”: as of any date of determination, all liabilities of the Loan Parties that, in accordance with GAAP adjusted on an Economic Basis, would be classified as current liabilities on a consolidated balance sheet of the Loan Parties; provided that “Consolidated Current Liabilities” shall (i) include (A) except to the extent excluded in clause (ii) below, all Loans outstanding hereunder from time to time, and (B) the current portion of all Indebtedness with a maturity (as of such date of determination) of longer than one (1) year, and (ii) exclude any (A) Axel Johnson Subordinated Indebtedness, (B) Intercompany Subordinated Indebtedness, (C) unsecured Indebtedness permitted under Section 8.2(h) and (D) Acquisition Facility Loans.

“Consolidated EBITDA”: for any period, Consolidated Net Income of the Loan Parties for such period, plus, without duplication and to the extent used in determining such Consolidated Net Income, the sum of:

(1)               provisions for income taxes, interest expense, and depreciation and amortization expense;

(2)               amounts deducted in respect of other non-cash expenses;

(3)               the amount of any aggregate net loss (or minus the amount of any gain) arising from the Disposition of capital assets by such Person and its Subsidiaries; and

(4)               extraordinary, unusual or non-recurring losses and charges;

provided that (i) each of the foregoing items (1)-(4) shall be calculated in accordance with GAAP adjusted on an Economic Basis, (ii) for the purposes of this definition, with respect to a business or assets acquired by the Loan Parties pursuant to an Acquisition permitted under this Agreement, Consolidated EBITDA shall be calculated on a pro forma basis, using historical numbers, in accordance with GAAP and such calculation shall be determined in good faith by a financial officer of the U.S. Borrower (and the U.S. Borrower will provide to the Administrative Agent such supporting information as the Administrative Agent may reasonably request), without giving effect to any anticipated or proposed change in operations, revenues, expenses or other items included in the computation of Consolidated EBITDA, and in a manner which is reasonably satisfactory to the Administrative Agent in all respects, adjusted on an Economic Basis plus or minus any Allowed Reserve, as if the acquisition had been consummated on the first day of such period and (iii) for the purposes of this definition, with respect to a business or assets disposed of by the Loan Parties pursuant to a disposition permitted under this Agreement, Consolidated EBITDA shall be calculated on a pro forma basis, using historical numbers, in accordance with GAAP and such calculation shall be determined in good faith by a financial officer of the U.S. Borrower (and the U.S. Borrower will provide to the Administrative Agent such supporting information as the Administrative Agent may reasonably request), without giving effect to any anticipated or proposed change in operations, revenues, expenses or other items included in the computation of Consolidated EBITDA, and in a manner which is reasonably satisfactory to the Administrative Agent in all respects, as if such disposition had been consummated on the first day of such period. Notwithstanding the foregoing, but subject to clauses (ii) and (iii) of the proviso above, Consolidated EBITDA shall be deemed to be (x) $13,973,408 with respect to the fiscal quarter ending September 30, 2019, (y) $31,495,006 with respect to the fiscal quarter ending December 31, 2019 and (z) $47,932,245 with respect to the fiscal quarter ending March 31, 2020.

“Consolidated Fixed Charge Coverage Ratio”: for any period, the ratio of Consolidated EBITDA to Consolidated Fixed Charges for such period.

“Consolidated Fixed Charges”: for any period with respect to the Loan Parties, the sum (without duplication) of (i) the amounts deducted for the cash portion of Consolidated Interest Expense in determining Consolidated Net Income for such period, (ii) letter of credit fees to the extent paid in cash during such period, and (iii) principal paid or payable during such period in respect of Indebtedness (excluding (A) principal on any Loan, (B) principal on the Axel Johnson Subordinated Indebtedness, (C) principal on any Intercompany Subordinated Indebtedness, (D) principal on unsecured Indebtedness permitted under Section 8.2(h) incurred for working capital purposes in an aggregate outstanding amount (as of such date of determination) of $50,000,000 or less with a maturity (as of such date of determination) of less than one (1) year that is not a note (other than a promissory note evidencing commercial Indebtedness), debenture, bond or other like obligation) of the Loan Parties and (E) principal on any Indebtedness outstanding under a Contango Facility). For purposes of the above calculation, (1) with respect to a business or assets acquired by the Loan Parties pursuant to an Acquisition permitted under this Agreement, Consolidated Interest Expense shall be calculated on a pro forma basis, using historical numbers, in accordance with GAAP and such calculation shall be determined in good faith by a financial officer of the U.S. Borrower (and the U.S. Borrower will provide to the Administrative Agent such supporting information as Administrative Agent may reasonably request), without giving effect to any anticipated or proposed change in operations, revenues, expenses or other items included in the computation of Consolidated Interest Expense, and in a manner which is reasonably satisfactory to the Administrative Agent in all respects, as if the Indebtedness associated with the Acquisition had been incurred on the first day of such period (it being understood that, with respect to any Indebtedness incurred in connection with such Acquisition, if such Indebtedness has a floating or formula rate, it shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination) and (2) with respect to a business or assets disposed of by the Loan Parties pursuant to a disposition permitted under this Agreement, Consolidated Interest Expense shall be calculated on a pro forma basis, using historical numbers, in accordance with GAAP and such calculation shall be determined in good faith by a financial officer of the U.S. Borrower (and the U.S. Borrower will provide to the Administrative Agent such supporting information as the Administrative Agent may reasonably request), without giving effect to any anticipated or proposed change in operations, revenues, expenses or other items included in the computation of Consolidated Interest Expense, and in a manner which is reasonably satisfactory to the Administrative Agent in all respects, as if such disposition had been consummated on the first day of such period.

Notwithstanding the foregoing, but subject to clauses (1) and (2) above, Consolidated Fixed Charges shall be deemed to be (i) $10,010,213 with respect to the fiscal quarter ending September 30, 2019, (ii) $11,149,675 with respect to the fiscal quarter ending December 31, 2019 and (iii) $10,533,833 with respect to the fiscal quarter ending March 31, 2020.

“Consolidated Interest Expense”: for any period with respect to the Loan Parties, the amount which, in conformity with GAAP adjusted on an Economic Basis plus or minus any Allowed Reserve, as applicable, would be set forth opposite the caption “interest expense” or any like caption (including imputed interest included in payments under Financing Leases) on a consolidated income statement of the Loan Parties for such period excluding the amortization of any original issue discount; provided that “Consolidated Interest Expense” shall not include interest expense with respect to the Maine Dock Liability Obligations.

“Consolidated Net Income”: for any period, the consolidated net income (or deficit) of the Loan Parties for such period (taken as a cumulative whole) determined in accordance with GAAP adjusted on an Economic Basis plus or minus any Allowed Reserve, as applicable; provided that there shall be excluded (a) the income (or deficit) of any Loan Party accrued prior to the date it becomes a Subsidiary or is merged into or consolidated or amalgamated with any Loan Party, (b) any write-up of any fixed asset (other than write-ups as the result of the application of purchase accounting), (c) any net gain from the collection of the proceeds of life insurance policies, and (d) any gain arising from the acquisition of any securities, or the extinguishment, under GAAP, of any Indebtedness, of any Loan Party.

“Consolidated Net Working Capital”: as of any date of determination, (a) Consolidated Current Assets as of such date minus (b) Consolidated Current Liabilities as of such date.

“Consolidated Total Leverage Ratio”: as of any date of determination, the ratio of (a) the Dollar Equivalent of the aggregate outstanding principal amount of Indebtedness (excluding any (A) Axel Johnson Subordinated Indebtedness, (B) Intercompany Subordinated Indebtedness or (C) unsecured Indebtedness permitted under Section 8.2(h) incurred for working capital purposes in an aggregate outstanding amount (as of such date of determination) of $50,000,000 or less with a maturity (as of such date of determination) of less than one (1) year that is not a note (other than a promissory note evidencing commercial Indebtedness), debenture, bond or other like obligation) of the Loan Parties as of such date minus (x) the aggregate outstanding principal amount of Dollar Working Capital Facility Loans, the aggregate outstanding face amount of issued, but undrawn, Dollar Working Capital Facility Letters of Credit and any Unreimbursed Amounts in respect of Dollar Working Capital Facility Letters of Credit outstanding at such time, (y) the Dollar Equivalent of the aggregate outstanding principal amount of Multicurrency Working Capital Facility Loans, the aggregate outstanding face amount of issued, but undrawn, Multicurrency Working Capital Facility Letters of Credit and any Unreimbursed Amounts in respect of Multicurrency Working Capital Facility Letters of Credit outstanding at such time and (z) the aggregate outstanding face amount of issued, but undrawn, Acquisition Facility Transportation Letters of Credit outstanding at such time to (b) Consolidated EBITDA for the twelve (12) month period ending as of such date.

“Contango Facility”: a senior secured credit facility of any Loan Party solely to be used to finance Cash and Carry Transactions, the recourse to such Loan Party with respect to such credit facility Indebtedness is limited to its interest in the inventory, forward contracts and receivables related to such Cash and Carry Transactions (and the proceeds thereof); provided, that (a) any release of Collateral hereunder for inclusion as collateral for the Contango Facility has been approved by the Administrative Agent and the Supermajority Lenders and (b) such facility is subject to an intercreditor agreement in form and substance satisfactory to the Administrative Agent and the Supermajority Lenders.

“Contango Market”: the market condition in which the price of a commodity for forward delivery is higher than the price that is quoted for spot settlement, or where a far forward delivery price is higher than a nearer forward delivery price.

“Continuation/Conversion Notice”: as defined in Section 4.3(a)

“Continue”, “Continuation” and “Continued”: the continuation of a Eurocurrency Loan from one Interest Period to the next Interest Period.

“Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Controlled Account”: each Pledged Account that is subject to an Account Control Agreement.

“Conversion to Approving Lenders Date”: with respect to any Declining Lender Notice, the Business Day on which the Administrative Agent receives such Declining Lender Notice; provided that if the Administrative Agent receives a Declining Lender Notice (a) after the time specified in Section 4.22(a) or (b) on any day that is not a Business Day, in the case of each of clause (a) and (b), the “Conversion to Approving Lenders Date” for such Declining Lender Notice shall be deemed to be the immediately succeeding Business Day.

“Convert”, “Conversion” and “Converted”: a conversion of Base Rate Loans or Prime Rate Loans into Eurocurrency Loans, or a conversion of Eurocurrency Loans into Base Rate Loans or Prime Rate Loans, which may be accompanied by the transfer by a Lender (at its sole discretion) of a Loan from one Applicable Lending Office to another.

“Counterparty Forward Contract Amount”: with respect to any Forward Contract Counterparty, an amount equal to (a) the aggregate Marked-to-Market Value of all Eligible Forward Contracts of the Loan Parties with such Forward Contract Counterparty with a positive value, net of (i) cash and Cash Equivalents held by the Loan Parties from such Forward Contract Counterparty for such Eligible Forward Contract and (ii) any claim of offset or other counterclaim known to the Loan Parties to have been asserted in respect of those Eligible Forward Contracts by such Forward Contract Counterparty, minus, (b) the aggregate Marked-to-Market Value of all Forward Contracts of the Loan Parties with such Forward Contract Counterparty with a negative value, net of cash and Cash Equivalents posted by the Loan Parties with such Forward Contract Counterparty for such Forward Contract.

“Co-Collateral Agents”: MUFG and BNP Paribas.

“Co-Documentation Agents”: ABN AMRO Capital USA LLC and Santander Bank, N.A.

“Co-Syndication Agents”: BNP Paribas, Citizens Bank, N.A., Société Générale, Wells Fargo Bank, N.A. and Coöperatieve Rabobank U.A., New York Branch.

“Credit Exposure”: as to any Lender at any time, the sum of its Acquisition Facility Credit Exposure, its Dollar Working Capital Facility Committed Tranche Credit Exposure, its Dollar Working Capital Facility Uncommitted Tranche Credit Exposure and its Multicurrency Working Capital Facility Credit Exposure.

“Credit Exposure Percentage”: as to any Lender at any time, the fraction (expressed as a percentage), the numerator of which is the Credit Exposure of such Lender at such time and the denominator of which is the aggregate Credit Exposures of all of the Lenders at such time.

“Credit Utilization Summary”: as defined in Section 4.13.

“Declining Lender”: as defined in Section 4.22(a) hereof.

“Declining Lender Notice”: a notice substantially in the form of Annex V.

“Default”: any of the events specified in Section 9.1, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Defaulting Lender”: at any time, any Lender that (a) within two (2) Business Days of when due, has failed to fund any portion of any Working Capital Facility Loan, Acquisition Facility Loan, Swing Line Loan, Refunded Swing Line Loan, Dollar Swing Line Participation Amount, Multicurrency Swing Line Participation Amount or L/C Participation Obligation (or any participation in the foregoing) to, as applicable, any Borrower, the Administrative Agent, any Swing Line Lender or any Issuing Lender required pursuant to the terms of this Agreement to be funded by such Lender, or has notified the Administrative Agent that it does not intend to do so unless such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default, shall be specifically identified in writing) has not been satisfied; or (b) notified any Borrower, the Administrative Agent, any Issuing Lender, or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement (unless such writing states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be specifically identified in writing) cannot be satisfied) or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements generally in which it commits to extend credit; or (c) failed, within three (3) Business Day after request by the Administrative Agent or the U.S. Borrower, to confirm that it will comply with the terms of this Agreement relating to any of its obligations to fund prospective Working Capital Facility Loans, Acquisition Facility Loans, Swing Line Loans, Refunded Swing Line Loans, Dollar Swing Line Participation Amounts, Multicurrency Swing Line Participation Amounts or L/C Participation Obligations; or (d) otherwise failed to pay over to the Administrative Agent, any Issuing Lender, or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute; or (e) (i) has become or is insolvent or has a parent company that has become or is insolvent, (ii) has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or (iii) has, or has a parent company that has, become the subject of a Bail-In Action. For the avoidance of doubt, a Lender shall not be deemed to be a Defaulting Lender solely by virtue of the ownership or acquisition of any Capital Stock of such Lender or a parent company of such Lender by a Governmental Authority.

“Deposit Account”: as defined in Section 9-102 of the UCC.

“Designated Account Receivable”: any Account Receivable arising from the sale or transfer of refined products by a Loan Party to any Person that is located in the New York metropolitan area that is a commercial or industrial customer of the line of business acquired by the Loan Parties through the acquisition of certain assets of the Castle Oil Corporation.

“Disclosing Party”: as defined in Section 11.16(b).

“Disposition”: with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof; and the terms “Dispose” and “Disposed of” shall have correlative meanings.

“Dollar Committed Tranche L/C Exposure”: at any time, the total L/C Obligations with respect to Dollar Working Capital Facility Committed Tranche Letters of Credit. The Dollar Committed Tranche L/C Exposure of any Dollar Working Capital Facility Committed Tranche Lender at any time shall be its Dollar Working Capital Facility Commitment Percentage of the total Dollar Committed Tranche L/C Exposure at such time.

“Dollar Committed Tranche Swing Line Exposure”: at any time, the sum of the aggregate amount of all outstanding Dollar Committed Tranche Swing Line Loans at such time. The Dollar Committed Tranche Swing Line Exposure of any Dollar Working Capital Facility Committed Tranche Lender at any time shall be the sum of (a) its Dollar Working Capital Facility Commitment Percentage of the total Dollar Committed Tranche Swing Line Exposure at such time related to Dollar Committed Tranche Swing Line Loans other than any Dollar Committed Tranche Swing Line Loans made by such Lender in its capacity as a Dollar Committed Tranche Swing Line Lender and (b) if such Lender shall be a Dollar Committed Tranche Swing Line Lender, the principal amount of all Dollar Committed Tranche Swing Line Loans made by such Lender outstanding at such time (to the extent that the other Dollar Working Capital Facility Committed Tranche Lenders shall not have funded their participations in such Swing Line Loans).

“Dollar Committed Tranche Swing Line Lenders”: MUFG, Wells Fargo Bank, N.A. and each other Dollar Working Capital Facility Committed Tranche Lender from time to time designated by the U.S. Borrower (and agreed to by such Lender) as a Dollar Committed Tranche Swing Line Lender with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) (and upon such designation and agreement, each such Lender shall set forth its Swing Line Cap on Schedule 1.1(H) pursuant to the terms of this Agreement), in each case in its capacity as lender of Dollar Committed Tranche Swing Line Loans hereunder.

“Dollar Committed Tranche Swing Line Loans”: as defined in Section 2.3(a).

“Dollar Committed Tranche Swing Line Participation Amount”: as defined in Section 2.6(b)(i)

“Dollar Equivalent”: with respect to (i) an amount denominated in any currency other than United States Dollars, the equivalent in United States Dollars of such amount determined at the Exchange Rate on the most recent Calculation Date and (ii) an amount denominated in United States Dollars, such amount.

“Dollar Long Tenor Letter of Credit Sub-Limit”: $75,000,000 at any time outstanding.

“Dollar Performance Letter of Credit Sub-Limit”: $50,000,000 at any time outstanding.

“Dollar Swing Line Loan”: a Dollar Committed Tranche Swing Line Loan and/or a Dollar Uncommitted Tranche Swing Line Loan, as the context requires.

“Dollar Swing Line Loan Sub-Limit”: $70,000,000 at any time outstanding.

“Dollar Swing Line Participation Amount”: the Dollar Committed Tranche Swing Line Participation Amount and/or the Dollar Uncommitted Tranche Swing Line Participation Amount, as the context requires.

“Dollar Uncommitted Tranche L/C Exposure”: at any time, the total L/C Obligations with respect to Dollar Working Capital Facility Uncommitted Tranche Letters of Credit. The Dollar Uncommitted Tranche L/C Exposure of any Dollar Working Capital Facility Uncommitted Tranche Lender at any time shall be its Adjusted Dollar Working Capital Facility Uncommitted Tranche Percentage of the total Dollar Uncommitted Tranche L/C Exposure at such time.

“Dollar Uncommitted Tranche Swing Line Exposure”: at any time, the sum of the aggregate amount of all outstanding Dollar Uncommitted Tranche Swing Line Loans at such time. The Dollar Uncommitted Tranche Swing Line Exposure of any Dollar Working Capital Facility Uncommitted Tranche Lender at any time shall be the sum of (a) its Adjusted Dollar Working Capital Facility Uncommitted Tranche Percentage of the total Dollar Uncommitted Tranche Swing Line Exposure at such time related to Dollar Uncommitted Tranche Swing Line Loans other than any Dollar Uncommitted Tranche Swing Line Loans made by such Lender in its capacity as a Dollar Uncommitted Tranche Swing Line Lender and (b) if such Lender shall be a Dollar Uncommitted Tranche Swing Line Lender, the principal amount of all Dollar Uncommitted Tranche Swing Line Loans made by such Lender outstanding at such time (to the extent that the other Dollar Working Capital Facility Uncommitted Tranche Lenders shall not have funded their participations in such Swing Line Loans).

“Dollar Uncommitted Tranche Swing Line Lenders”: MUFG, Wells Fargo Bank, N.A. and each other Dollar Working Capital Facility Uncommitted Tranche Lender from time to time designated by the U.S. Borrower (and agreed to by such Lender) as a Dollar Uncommitted Tranche Swing Line Lender with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) (and upon such designation and agreement, each such Lender shall set forth its Swing Line Cap on Schedule 1.1(H) pursuant to the terms of this Agreement), in each case in its capacity as lender of Dollar Uncommitted Tranche Swing Line Loans hereunder.

“Dollar Uncommitted Tranche Swing Line Loans”: as defined in Section 2.3(b)

“Dollar Uncommitted Tranche Swing Line Participation Amount”: as defined in Section 2.6(b)(ii).

“Dollar Working Capital Facility”: the Dollar Working Capital Facility Committed Tranche and/or the Dollar Working Capital Facility Uncommitted Tranche, as the context requires.

“Dollar Working Capital Facility Commitment”: at any date, as to any Dollar Working Capital Facility Committed Tranche Lender, the obligation of such Dollar Working Capital Facility Committed Tranche Lender to make Dollar Working Capital Facility Committed Tranche Loans to the Borrowers pursuant to Section 2.1(a) and to participate in Dollar Committed Tranche Swing Line Loans and Dollar Working Capital Facility Committed Tranche Letters of Credit in an aggregate principal and/or face amount at any one time outstanding not to exceed the amount set forth opposite such Dollar Working Capital Facility Committed Tranche Lender’s name on Schedule 1.0 under the caption “Dollar Working Capital Facility Commitment” or, as the case may be, in the Assignment and Acceptance pursuant to which such Dollar Working Capital Facility Committed Tranche Lender becomes a party hereto, as such amount may be changed from time to time in accordance with the terms of this Agreement. As of the Restatement Effective Date, the original aggregate amount of the Dollar Working Capital Facility Commitments is $465,000,000.

“Dollar Working Capital Facility Commitment Percentage”: as to any Dollar Working Capital Facility Committed Tranche Lender at any time, the percentage which such Dollar Working Capital Facility Committed Tranche Lender’s Dollar Working Capital Facility Commitment then constitutes of the aggregate Dollar Working Capital Facility Commitments of all Dollar Working Capital Facility Committed Tranche Lenders at such time (or, at any time after the Dollar Working Capital Facility Commitments shall have expired or terminated, such Dollar Working Capital Facility Committed Tranche Lenders’ Dollar Working Capital Facility Committed Tranche Credit Exposure Percentage).

“Dollar Working Capital Facility Commitment Period”: the period from and including the Restatement Effective Date to but not including the Dollar Working Capital Facility Commitment Termination Date or such earlier date on which all of the Dollar Working Capital Facility Commitments shall terminate as provided herein.

“Dollar Working Capital Facility Commitment Termination Date”: May 19, 2022, or, if such date is not a Business Day, the next preceding Business Day.

“Dollar Working Capital Facility Committed Tranche”: the Dollar Working Capital Facility Commitments and the extensions of credit thereunder.

“Dollar Working Capital Facility Committed Tranche Credit Exposure”: as to any Dollar Working Capital Facility Committed Tranche Lender at any time, the Available Dollar Working Capital Facility Commitment of such Dollar Working Capital Facility Committed Tranche Lender plus the amount of the Dollar Working Capital Facility Committed Tranche Extensions of Credit of such Dollar Working Capital Facility Committed Tranche Lender.

“Dollar Working Capital Facility Committed Tranche Credit Exposure Percentage”: as to any Dollar Working Capital Facility Committed Tranche Lender at any time, the fraction (expressed as a percentage), the numerator of which is the Dollar Working Capital Facility Committed Tranche Credit Exposure of such Dollar Working Capital Facility Committed Tranche Lender at such time and the denominator of which is the aggregate Dollar Working Capital Facility Committed Tranche Credit Exposures of all of the Dollar Working Capital Facility Committed Tranche Lenders at such time.

“Dollar Working Capital Facility Committed Tranche Extensions of Credit”: at any date, as to any Dollar Working Capital Facility Committed Tranche Lender at any time, the aggregate outstanding principal amount of Dollar Working Capital Facility Committed Tranche Loans made by such Dollar Working Capital Facility Committed Tranche Lender, plus the amount of the undivided interest of such Dollar Working Capital Facility Committed Tranche Lender in any then-outstanding Dollar Working Capital Facility Committed Tranche L/C Obligations, plus such Dollar Working Capital Facility Committed Tranche Lender’s Dollar Committed Tranche Swing Line Exposure.

“Dollar Working Capital Facility Committed Tranche Issuing Lenders”: MUFG, BNP Paribas, Société Générale, Wells Fargo Bank, N.A., Coöperatieve Rabobank U.A., New York Branch and each other Dollar Working Capital Facility Committed Tranche Lender from time to time designated by the U.S. Borrower (and agreed to by such Lender) as a Dollar Working Capital Facility Committed Tranche Issuing Lender with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) (and upon such designation and agreement, each such Lender shall set forth its Issuance Cap on Schedule 1.1(G) pursuant to the terms of this Agreement), each in its capacity as issuer of any Dollar Working Capital Facility Committed Tranche Letter of Credit.

“Dollar Working Capital Facility Committed Tranche L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Dollar Working Capital Facility Committed Tranche Letters of Credit and (b) the aggregate amount of drawings under Dollar Working Capital Facility Committed Tranche Letters of Credit which have not then been reimbursed or converted to a Dollar Working Capital Facility Committed Tranche Loan pursuant to Section 3.7.

“Dollar Working Capital Facility Committed Tranche L/C Participants”: with respect to any Dollar Working Capital Facility Committed Tranche Letter of Credit, all of the Dollar Working Capital Facility Committed Tranche Lenders other than the Dollar Working Capital Facility Committed Tranche Issuing Lender thereof.

“Dollar Working Capital Facility Committed Tranche L/C Participation Obligations”: the obligations of the Dollar Working Capital Facility Committed Tranche L/C Participants to purchase participations in the obligations of the Dollar Working Capital Facility Committed Tranche Issuing Lenders under outstanding Dollar Working Capital Facility Committed Tranche Letters of Credit pursuant to Section 3.6.

“Dollar Working Capital Facility Committed Tranche Lender”: each Lender having a Dollar Working Capital Facility Commitment (or, after the termination of the Dollar Working Capital Facility Commitments, each Lender holding Dollar Working Capital Facility Committed Tranche Extensions of Credit), and, as the context requires, includes the Dollar Working Capital Facility Committed Tranche Issuing Lenders. As of the Restatement Effective Date, each Dollar Working Capital Facility Committed Tranche Lender is specified on Schedule 1.0.

“Dollar Working Capital Facility Committed Tranche Letter of Credit”: as defined in Section 3.1.

“Dollar Working Capital Facility Committed Tranche Loans”: as defined in Section 2.1(a).

“Dollar Working Capital Facility Committed Tranche Maturity Date”: with respect to any Dollar Working Capital Facility Committed Tranche Loan, the earliest to occur of (i) the date on which the Dollar Working Capital Facility Committed Tranche Loans become due and payable pursuant to Section 9, (ii) the date on which the Dollar Working Capital Facility Commitments terminate pursuant to Section 4.1 and (iii) the Dollar Working Capital Facility Commitment Termination Date.

“Dollar Working Capital Facility Increase”: as defined in Section 4.1(b).

“Dollar Working Capital Facility Letter of Credit”: a Dollar Working Capital Facility Committed Tranche Letter of Credit and/or a Dollar Working Capital Facility Uncommitted Tranche Letter of Credit, as the context requires.

“Dollar Working Capital Facility Letter of Credit Sub-Limit”: $300,000,000 at any time outstanding.

“Dollar Working Capital Facility Loans”: collectively, the Dollar Working Capital Facility Committed Tranche Loans and the Dollar Working Capital Facility Uncommitted Tranche Loans.

“Dollar Working Capital Facility Long Tenor Letters of Credit”: Dollar Working Capital Facility Letters of Credit that are Long Tenor Letters of Credit.

“Dollar Working Capital Facility Performance Letters of Credit”: Dollar Working Capital Facility Letters of Credit that are Performance Letters of Credit.

“Dollar Working Capital Facility Uncommitted Tranche”: the Dollar Working Capital Facility Uncommitted Tranche Portions and the extensions of credit thereunder.

“Dollar Working Capital Facility Uncommitted Tranche Credit Exposure”: as to any Dollar Working Capital Facility Uncommitted Tranche Lender at any time, the Available Dollar Working Capital Facility Uncommitted Tranche Portion of such Dollar Working Capital Facility Uncommitted Tranche Lender plus the amount of the Dollar Working Capital Facility Uncommitted Tranche Extensions of Credit of such Dollar Working Capital Facility Uncommitted Tranche Lender.

“Dollar Working Capital Facility Uncommitted Tranche Credit Exposure Percentage”: as to any Dollar Working Capital Facility Uncommitted Tranche Lender at any time, the fraction (expressed as a percentage), the numerator of which is the Dollar Working Capital Facility Uncommitted Tranche Credit Exposure of such Dollar Working Capital Facility Uncommitted Tranche Lender at such time and the denominator of which is the aggregate Dollar Working Capital Facility Uncommitted Tranche Credit Exposures of all of the Dollar Working Capital Facility Uncommitted Tranche Lenders at such time.

“Dollar Working Capital Facility Uncommitted Tranche Extensions of Credit”: at any date, as to any Dollar Working Capital Facility Uncommitted Tranche Lender at any time, the aggregate outstanding principal amount of Dollar Working Capital Facility Uncommitted Tranche Loans made by such Dollar Working Capital Facility Uncommitted Tranche Lender, plus the amount of the undivided interest of such Dollar Working Capital Facility Uncommitted Tranche Lender in any then-outstanding Dollar Working Capital Facility Uncommitted Tranche L/C Obligations, plus such Dollar Working Capital Facility Uncommitted Tranche Lender’s Dollar Uncommitted Tranche Swing Line Exposure.

“Dollar Working Capital Facility Uncommitted Tranche Issuing Lenders”: MUFG, BNP Paribas, Société Générale, Wells Fargo Bank, N.A., Coöperatieve Rabobank U.A., New York Branch and each other Dollar Working Capital Facility Uncommitted Tranche Lender from time to time designated by the U.S. Borrower (and agreed to by such Lender) as a Dollar Working Capital Facility Uncommitted Tranche Issuing Lender with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) (and upon such designation and agreement, each such Lender shall set forth its Issuance Cap on Schedule 1.1(G) pursuant to the terms of this Agreement), each in its capacity as issuer of any Dollar Working Capital Facility Uncommitted Tranche Letter of Credit.

“Dollar Working Capital Facility Uncommitted Tranche L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Dollar Working Capital Facility Uncommitted Tranche Letters of Credit and (b) the aggregate amount of drawings under Dollar Working Capital Facility Uncommitted Tranche Letters of Credit which have not then been reimbursed or converted to a Dollar Working Capital Facility Uncommitted Tranche Loan pursuant to Section 3.7.

“Dollar Working Capital Facility Uncommitted Tranche L/C Participants”: with respect to any Dollar Working Capital Facility Uncommitted Tranche Letter of Credit, all of the Dollar Working Capital Facility Uncommitted Tranche Lenders other than the Dollar Working Capital Facility Uncommitted Tranche Issuing Lender thereof.

“Dollar Working Capital Facility Uncommitted Tranche L/C Participation Obligations”: the obligations of the Dollar Working Capital Facility Uncommitted Tranche L/C Participants to purchase participations in the obligations of the Dollar Working Capital Facility Uncommitted Tranche Issuing Lenders under outstanding Dollar Working Capital Facility Uncommitted Tranche Letters of Credit pursuant to Section 3.6.

“Dollar Working Capital Facility Uncommitted Tranche Lender”: each Lender having a Dollar Working Capital Facility Uncommitted Tranche Portion (or, after the termination of the Dollar Working Capital Facility Uncommitted Tranche Portions, each Lender holding Dollar Working Capital Facility Uncommitted Tranche Extensions of Credit), and, as the context requires, includes the Dollar Working Capital Facility Uncommitted Tranche Issuing Lenders. As of the Restatement Effective Date, each Dollar Working Capital Facility Uncommitted Tranche Lender is specified on Schedule 1.0.

“Dollar Working Capital Facility Uncommitted Tranche Letter of Credit”: as defined in Section 3.1.

“Dollar Working Capital Facility Uncommitted Tranche Loans”: as defined in Section 2.1(b).

“Dollar Working Capital Facility Uncommitted Tranche Maturity Date”: with respect to any Dollar Working Capital Facility Uncommitted Tranche Loan, the earliest to occur of (i) the date on which the Dollar Working Capital Facility Uncommitted Tranche Loans become due and payable pursuant to Section 9, (ii) the date on which the Dollar Working Capital Facility Uncommitted Tranche Portions terminate pursuant to Section 4.1 and (iii) the Dollar Working Capital Facility Uncommitted Tranche Termination Date.

“Dollar Working Capital Facility Uncommitted Tranche Percentage”: as to any Dollar Working Capital Facility Uncommitted Tranche Lender at any time, the percentage which such Dollar Working Capital Facility Uncommitted Tranche Lender’s Dollar Working Capital Facility Uncommitted Tranche Portion then constitutes of the Total Dollar Working Capital Facility Uncommitted Tranche Portions at such time (or, at any time after the Dollar Working Capital Facility Uncommitted Tranche Portions shall have expired or terminated, such Dollar Working Capital Facility Uncommitted Tranche Lenders’ Dollar Working Capital Facility Uncommitted Tranche Credit Exposure Percentage).

“Dollar Working Capital Facility Uncommitted Tranche Period”: the period from and including the Restatement Effective Date to but not including the Dollar Working Capital Facility Uncommitted Tranche Termination Date or such earlier date on which all of the Dollar Working Capital Facility Uncommitted Tranche Portions shall terminate as provided herein.

“Dollar Working Capital Facility Uncommitted Tranche Portion”: at any date, as to any Dollar Working Capital Facility Uncommitted Tranche Lender, the obligation of such Dollar Working Capital Facility Uncommitted Tranche Lender to consider making Dollar Working Capital Facility Uncommitted Tranche Loans to the Borrowers pursuant to Section 2.1(b) and to participate in Dollar Uncommitted Tranche Swing Line Loans and Dollar Working Capital Facility Uncommitted Tranche Letters of Credit in an aggregate principal and/or face amount at any one time outstanding not to exceed the amount set forth opposite such Dollar Working Capital Facility Uncommitted Tranche Lender’s name on Schedule 1.0 under the caption “Dollar Working Capital Facility Uncommitted Tranche Portion” or, as the case may be, in the Assignment and Acceptance pursuant to which such Dollar Working Capital Facility Uncommitted Tranche Lender becomes a party hereto, as such amount may be changed from time to time in accordance with the terms of this Agreement. The Dollar Working Capital Facility Uncommitted Tranche Portion of any Declining Lender shall be deemed to be zero (0) from and after the date such Dollar Working Capital Facility Uncommitted Tranche Lender becomes a Declining Lender, except that such Declining Lender’s Dollar Working Capital Facility Uncommitted Tranche Portion shall not be reduced to zero (0) for the limited purpose of an assignment by such Declining Lender to an assignee of such Declining Lender’s Dollar Working Capital Facility Uncommitted Tranche Portion pursuant to the terms of Section 4.17.

“Dollar Working Capital Facility Uncommitted Tranche Termination Date”: May 19, 2022, or, if such date is not a Business Day, the next preceding Business Day.

“Early Opt-in Election”: with respect to any then-current Benchmark, the occurrence of:

(1)               (i) a determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent (with a copy to the Borrowers) that the Required Lenders have determined that syndicated credit facilities denominated in the applicable currency being executed at such time, or that include language similar to that contained in Section 4.23, are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace such Benchmark, and

(2)               (i) the election by the Administrative Agent or (ii) the election by the Required Lenders to declare that an Early Opt-in Election for such Benchmark has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrowers and the Lenders or by the Required Lenders of written notice of such election to the Administrative Agent.

“Economic Basis”: GAAP adjusted to include, as applicable and to the extent not already included in the calculation of GAAP at such time, (a) the positive Market Value of inventory and exchanges in respect of transactions that do not qualify for hedging treatment under GAAP; (b) the positive or negative Marked-to-Market Value of Forward Contracts, including, but not limited to, forward physical purchase and sales contracts, that do not qualify as derivatives under GAAP, such as storage and transportation; provided that the preceding clause (b), with respect to storage and transportation contracts, shall be limited to the intrinsic value of the underlying contracts, net of any demand charges; and (c) other marked-to-market changes or adjustment as determined by the U.S. Borrower with agreement from the Administrative Agent; provided, that in its reasonable discretion the Administrative Agent may require the vote of the Required Lenders.

“EEA Financial Institution”: (a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country that 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”: any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority”: 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 Account Receivable”: with respect to any Loan Party, as of any date, an Account Receivable as to which the following requirements have been fulfilled:

(a)              such Account Receivable relates to a Materials Handling Contract, rail car lease or sublease, transportation services agreement, Commodity Contract or Financial Hedging Agreement;

(b)               the relevant Loan Party has lawful and absolute title to such Account Receivable subject only to Permitted Borrowing Base Liens or Liens in favor of the Administrative Agent for the benefit of the Secured Parties under the Loan Documents; provided that the amount of the Eligible Account Receivable, if any, included in the U.S. Borrowing Base or Kildair Borrowing Base, as applicable, shall be net of the aggregate amount secured by such Permitted Borrowing Base Lien (other than Liens created by the Security Documents);

(c)               with respect to any such Account Receivable relating to a Financial Hedging Agreement, the amount of such Account Receivable payable by the Account Debtor thereof has been determined;

(d)              such Account Receivable is a valid, legally enforceable obligation of the party who is obligated under such Account Receivable;

(e)               the amount of such Account Receivable included as an Eligible Account Receivable shall have been reduced by any portion that is, or which any Loan Party has a reasonable basis to believe may be, subject to any dispute, offset, counterclaim or other claim or defense on the part of the Account Debtor (including offset or netting relating to trade or any other payables, contra, accrued liabilities, unrealized forward losses and net exchange payables specific to such Account Debtor) or to any claim on the part of the Account Debtor denying payment liability under such Account Receivable (provided that any amount so deducted shall not be further deducted from the U.S. Borrowing Base or Kildair Borrowing Base, as applicable);

(f)               such Account Receivable is not evidenced by any chattel paper, promissory note or other instrument unless such chattel paper, promissory note or other instrument is subject to a Perfected First Lien and delivered to the Administrative Agent for the benefit of the Secured Parties;

(g)              such Account Receivable is subject to a Perfected First Lien, and such Account Receivable is not subject to any Liens other than Perfected First Liens or Permitted Borrowing Base Liens;

(h)               (i) such Account Receivable has been fully earned (or in the case of rail car leases or subleases, invoiced no earlier than 30 days in advance of the relevant lease period and earned as a result of the passage of time over the course of such lease period) and such Account Receivable has been invoiced (if the issuance of such an invoice is a condition precedent to the Account Debtor’s obligation to pay) or is, as of such date, within four (4) Business Days of being invoiced or (ii) payment of the Account Receivable is otherwise due and payable; provided that such Account Receivable shall qualify as an Eligible Account Receivable only (A) with respect to the U.S. Borrowing Base, if such Account Receivable arises from the sale of wholesale Natural Gas Products where it is customary industry practice for the payment for such Natural Gas Product to be due on the 25th of each month, not more than 30 days have elapsed after the due date specified in the original invoice; (B) if such Account Receivable arises from a Financial Hedging Agreement and not more than five (5) Business Days have elapsed after the date on which the payment of the Account Receivable is required to be paid under the terms of such Financial Hedging Agreement; (C) with respect to a Designated Account Receivable, if not more than 90 days have elapsed after the due date specified in the original invoice; and (D) for any other Account Receivable not covered by clauses (A), (B) or (C), if not more than 60 days have elapsed after the due date specified in the original invoice; provided, further, that an “Eligible Account Receivable” shall not include (i) any Designated Account Receivable that is outstanding longer than 120 days after the date such Account Receivable arose and (ii) any Account Receivable (other than a Designated Account Receivable) that is outstanding longer than 90 days after the date such Account Receivable arose; provided, further, that the aggregate amount of Eligible Accounts Receivable invoiced in advance in respect of rail car leases or subleases shall not exceed $2,000,000;

(i)               such Account Receivable complies with all applicable Laws (excluding any prohibition, limitation or restriction in any agreement with a Governmental Authority to the extent that such prohibition, limitation or restriction would be ineffective under applicable Law (including as provided under Sections 9-406 and 9-408 of the Uniform Commercial Code or Section 40(4) of the Personal Property Security Act of Ontario (or the corresponding Section of such other applicable PPSA) as from time to time in effect in the applicable jurisdiction)) to which the relevant Loan Party is subject;

(j)               such Account Receivable is reduced by any prepayment or cash collateral from the applicable Account Debtor;

(k)              if the Account Debtor of such Account Receivable is a debtor under the Bankruptcy Code or in respect of which a proceeding, petition, application or plan of arrangement has commenced under Insolvency Laws (any of the foregoing, a “Chapter 11 Debtor”), such Account Receivable arose after the commencement of the bankruptcy case or such proceeding, petition, application or plan (the “Petition Date”) of such Account Debtor or has been assumed by such Account Debtor;

(l)               at the time of the sale giving rise to such Account Receivable, the Account Debtor is not in contractual default on any other obligations to any Loan Party (other than (i) any amounts subject to a good faith dispute under the applicable contract, (ii) amounts due and owing within the applicable time periods specified in clause (h) above and (iii) with respect to any Account Debtor that is a Chapter 11 Debtor, payment defaults that occurred prior to the Petition Date of such Chapter 11 Debtor or other defaults that arose as a result of such Account Debtor becoming a Chapter 11 Debtor); provided, however, that this clause (l) shall not apply to any Account Debtor to which a Loan Party, consistent with its internal credit policies, has granted a waiver of a contractual default to lift a specified volume of product;

(m)             except with respect to an Account Receivable described in clause (k) above, the Account Debtor obligated on such Account Receivable (i) has not admitted in writing its inability to pay its debts generally or made a general assignment for the benefit of its creditors, (ii) has not instituted or had instituted against it a proceeding seeking to adjudicate it a debtor, bankrupt or insolvent or seeking liquidation, winding up, reorganization, compromise, arrangement, adjustment, stay of proceedings, protection, relief or composition of it or its debts under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors or corporate law or seeking the entry of an order for relief or the appointment of a receiver, interim receiver, receiver and manager, monitor, trustee or other similar official of it or for any substantial part of its property, and (iii) has not taken any corporate action to authorize any of the foregoing;

(n)              (i) the Account Debtor of such Account Receivable shall not be a Governmental Authority unless all actions required under any Assignment of Claims Act, the Financial Administration Act (Canada) and any similar local, provincial or territorial laws, rules or regulations applicable to such Account Receivable and such Governmental Authority shall have been taken to approve and permit the assignment of rights to payment thereunder or thereon to the Administrative Agent, for the ratable benefit of the Secured Parties, under the Security Documents and (ii) the Account Debtor of such Account Receivable shall not be a Governmental Authority of a State within the United States unless such state has waived any claim of sovereign immunity with respect to such Account Receivable by statute, applicable case law, contract or otherwise; provided that at the Administrative Agent’s discretion, exercised in good faith, any Accounts Receivable that would otherwise be considered ineligible pursuant to this clause (n) shall not be deemed ineligible solely as a result of this clause (n);

(o)              if the Account Debtor of such Account Receivable is a Subsidiary or an Affiliate of the U.S. Borrower, such Account Debtor is approved by the Required Lenders in their sole discretion (exercised in good faith);

(p)              if the Account Debtor of such Account Receivable is incorporated in, or primarily conducts business in, any jurisdiction outside the United States or Canada, such Account Debtor is an Eligible Foreign Counterparty;

(q)              the Account Debtor of such Account Receivable is creditworthy in accordance with the Risk Management Policy; provided, that such Account Debtor may be deemed non-creditworthy (and therefore such Account Receivable thereof shall be ineligible for inclusion as an “Eligible Account Receivable”) in the judgment of the Administrative Agent after consultation with the U.S. Borrower;

(r)               such Account Receivable is denominated in United States Dollars or Canadian Dollars and payable in the United States or Canada;

(s)              such Account Receivable is not inclusive of any demurrage claim;

(t)               with respect to any such Account Receivable relating to a Materials Handling Contract, such Account Receivable has been billed in arrears; and

(u)              solely with respect to any Account Receivable of a Kildair Loan Party, such Account Receivable is not an Excess Concentration Account Receivable.

“Eligible Acquisition Asset Value”: 70% multiplied by the aggregate Estimated Going Concern Value of the Approved Acquisition Assets taken as a whole.

“Eligible Asphalt Inventory”: as of any date, all Eligible Inventory of the Loan Parties consisting of asphalt.

“Eligible Broker”: as defined in the definition of “Eligible Net Liquidity in Futures Accounts” in this Section 1.1.

“Eligible Cash and Cash Equivalents”: as of any date and with respect to any Loan Party, currency consisting of United States Dollars, Canadian Dollars or Cash Equivalents, in each case, which (i) has been deposited in a Deposit Account or a Securities Account of such Loan Party with a Cash Management Bank that is subject to an Account Control Agreement, (ii) is subject to a Perfected First Lien, (iii) is subject to no other Liens other than Permitted Cash Management Liens and (iv) does not constitute Cash Collateral.

“Eligible Coal Inventory”: as of any date, all Eligible Inventory of the Loan Parties consisting of Coal Products.

“Eligible Commodities”: collectively, Coal Products, Natural Gas Products, Petroleum Products and asphalt.

“Eligible Exchange Receivable”: an Exchange Receivable of any Loan Party that would be an Eligible Account Receivable but for the fact that the consideration to be received by such Loan Party consists in whole or in part of the delivery of Eligible Commodities; provided, however, that the value of an Eligible Exchange Receivable shall be the Value as of any date of the Eligible Commodities required to be delivered to such Loan Party.

“Eligible Foreign Counterparty”: with respect to any Loan Party, an Account Debtor that is incorporated in, or primarily conducts business in, any jurisdiction outside the United States or Canada, and (A) is set forth on Schedule 1.1(C) or (B) has been approved by the Required Lenders, in their sole discretion, from time to time after the Restatement Effective Date in accordance with the following procedure: (x) the U.S. Borrower shall deliver a written request to the Administrative Agent for such approval by the Required Lenders of such counterparty and credit exposure, which request shall be provided by the Administrative Agent to the Lenders, including, if requested by a Lender, through posting on Intralinks or other web site in use to distribute information to the Lenders, or by other electronic mail, or other notice procedure permitted under Section 11.2; and (y) the Required Lenders shall inform the Administrative Agent of such approval in writing (by electronic communication, telecopy or facsimile) within five (5) Business Days after receipt of notice from the Administrative Agent; provided that failure of a Lender to respond to any request for approval within the time period provided for hereby shall be deemed to be an acceptance of such counterparty as an Eligible Foreign Counterparty by such Lender; provided, further, that, the Supermajority Lenders, in their sole discretion, may from time to time revoke the Eligible Foreign Counterparty status of any counterparty previously approved as an Eligible Foreign Counterparty or reduce the previously-approved credit exposure of the Loan Parties to such counterparty, which revocation or reduction shall be effective as of the date that is at least ten (10) days after the delivery of written notice of such revocation or reduction by the Administrative Agent to the U.S. Borrower. The Administrative Agent may, in its sole discretion, extend such five (5) Business Day period if the Administrative Agent determines that any counterparty requires additional review by the Lenders. Schedule 1.1(C) shall be deemed amended to include such Eligible Foreign Counterparties and the related credit exposure without further action immediately upon the Required Lenders’ approval of such Eligible Foreign Counterparty and the related credit exposure in accordance with the procedure described in this definition.

“Eligible Forward Contract”: a Forward Contract of a Loan Party as to which all of the following requirements have been fulfilled:

(a)              such Forward Contract conforms to the Risk Management Policy;

(b)              the Forward Contract Counterparty to such Forward Contract is not a Subsidiary of a Loan Party or an Affiliate of a Loan Party;

(c)              such Forward Contract is evidenced by a written agreement or a trade confirmation enforceable against the Forward Contract Counterparty thereto;

(d)              (i) such Forward Contract is subject to a Perfected First Lien, subject only to Permitted Borrowing Base Liens, and (ii) (A) the grant of the Perfected First Lien over such Forward Contract is not prohibited by any contract, agreement or instrument evidencing or governing such Forward Contract, (B) the grant of the Perfected First Lien over such Forward Contract does not terminate such Forward Contract or give any other party thereto or to any such contract, agreement or instrument the right to terminate such Forward Contract or such party’s obligations under any such Forward Contract or (C) if the grant of the Perfected First Lien over such Forward Contract is only permitted under the terms of any contract, agreement or instrument evidencing or governing such Forward Contract with the consent of any other Person party thereto, such consent has been obtained, unless, in the case of any of sub-clauses (A) through (C) of this clause (ii), any such prohibition, limitation or restriction would be ineffective under applicable Law (including as provided under Sections 9-406 and 9-408 of the UCC or Section 40(4) of the Personal Property Security Act of Ontario (or the corresponding Section of such other applicable PPSA) as from time to time in effect in the applicable jurisdiction));

(e)             such Forward Contract has not been terminated and is not currently subject to termination by reason of any default, other termination event or other similar event having occurred thereunder;

(f)               if the Forward Contract Counterparty to such Forward Contract is a Chapter 11 Debtor, such Forward Contract was entered into after the Petition Date of such Forward Contract Counterparty or has been assumed by such Forward Contract Counterparty;

(g)              the Forward Contract Counterparty to such Forward Contract is not in contractual default on any other obligations to any Loan Party (other than (i) any amounts subject to a good faith dispute under the applicable contract and (ii) with respect to any Forward Contract Counterparty that is a Chapter 11 Debtor, payment defaults that occurred prior to the Petition Date of such Chapter 11 Debtor or other defaults that arose as a result of such Forward Contract Counterparty becoming a Chapter 11 Debtor); provided, however, that this clause (g) shall not apply to any Forward Contract Counterparty to which a Loan Party, consistent with its internal credit policies, has granted a waiver of a contractual default;

(h)              except with respect to a Forward Contract described in clause (f) or (g) above, the Forward Contract Counterparty to such Forward Contract (i) has not admitted in writing its inability to pay its debts generally or made a general assignment for the benefit of its creditors, (ii) has not instituted or had instituted against it a proceeding seeking to adjudicate it a debtor, bankrupt or insolvent or seeking liquidation, winding up, reorganization, compromise, arrangement, adjustment, stay of proceedings, protection, relief or composition of it or its debts under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking the entry of an order for relief or the appointment of a receiver, interim receiver, receiver and manager, monitor, trustee or other similar official of it or for any substantial part of its property, and (iii) has not taken any corporate action to authorize any of the foregoing;

(i)               such Forward Contract has not been deemed ineligible as to its form by the Administrative Agent acting in its sole discretion; and

(j)                (i) the Forward Contract Counterparty to such Forward Contract shall not be a Governmental Authority unless all actions required under any applicable Assignment of Claims Act, the Financial Administration Act (Canada), and any other similar local, provincial, or territorial laws, rules or regulations, if any, applicable to such Forward Contract and such Governmental Authority shall have been taken to approve and permit the assignment of rights to payment thereunder or thereon to the Administrative Agent, for the ratable benefit of the Secured Parties under the Security Documents and (ii) the Forward Contract Counterparty to such Forward Contract shall not be a Governmental Authority of a State within the United States unless such state has waived any claim of sovereign immunity with respect to such Forward Contract by statute, applicable case law, contract or otherwise; provided that at the Administrative Agent’s discretion, exercised in good faith, any Forward Contract that would otherwise be considered ineligible pursuant to this clause (j) shall not be deemed ineligible solely as a result of this clause (j).

“Eligible Hedged Natural Gas Inventory”: as of any date, the Value of Eligible Natural Gas Inventory as of such date that has been Hedged.

“Eligible Hedged Petroleum Inventory”: as of any date, the Value of Eligible Petroleum Inventory as of such date that has been Hedged.

“Eligible In the Money Forward Contract Amount”: as of any date and with respect to any Loan Party, to the extent that the Counterparty Forward Contract Amount with respect to any Forward Contract Counterparty is positive, such Counterparty Forward Contract Amount.

“Eligible Inventory”: as of any date, all inventory of any Loan Party consisting of Eligible Commodities valued at the then current Value, and in all instances as to which the following requirements have been fulfilled:

(a)               the inventory is owned by such Loan Party;

(b)               the inventory is subject to a Perfected First Lien and is free and clear of all other Liens except Permitted Borrowing Base Liens;

(c)              all requirements set forth in Section 5(k) of the U.S. Security Agreement or Section 5(k) of the Canadian Security Agreement, as applicable, applicable to such inventory have been satisfied;

(d)              the inventory has not been identified for deliveries with the result that a buyer may have rights to the inventory that could be superior to the Perfected First Liens, nor shall such inventory have become subject to a customer’s ownership or lien;

(e)               the inventory is in transit, in a pipeline or in a storage facility at an Approved Inventory Location in the U.S. or Canada and, if such inventory is in transit on a water borne vessel chartered, rented, owned or leased by such Loan Party, either a bill of lading related thereto has been issued to or endorsed to the order of such Loan Party (without further endorsement as of such date) or a letter of indemnity for payment, provided by the holder or named shipper thereof, has been issued to or addressed to such Loan Party;

(f)               the inventory is in good saleable condition, is not deteriorating in quality and is not obsolete;

(g)              with respect to any inventory consisting of biofuels, biodiesel or ethanol, not more than six (6) months has passed since the receipt thereof; and

(h)               the inventory has not been placed on consignment;

provided that (i) the value of Eligible Inventory shall be reduced by the Value of any net volumetric balance owed by any Loan Party to a counterparty with whom such Loan Party holds title to the inventory, and (ii) (A) line fill and tank bottoms (other than any tank bottoms consisting of distillates, gasolines or other light oil products or residual fuel oils acceptable to the Administrative Agent in its sole discretion) in transportation or storage facilities owned by any Loan Party and (B) the portion of commodities held in third party transportation or storage facilities (1) that are tank bottoms (other than any tank bottoms consisting of distillates, gasolines or other light oil products or residual fuel oils acceptable to the Administrative Agent in its sole discretion) or (2) line fill or working inventory (however designated) that is not subject to an agreement recognizing such Loan Party’s ownership and/or the withdrawal of which is subject to contractual restrictions (other than any tank bottoms consisting of distillates, gasolines or other light oil products or residual fuel oils acceptable to the Administrative Agent in its sole discretion), will not be considered “Eligible Inventory”. For the purposes of this definition, “tank bottoms” with respect to asphalt shall be deemed to be that portion of asphalt that is located at or below the suction point.

“Eligible L/C Backed Account Receivable”: at the time of any determination thereof, each Eligible Account Receivable which is supported by a letter of credit in form and substance reasonably acceptable to the Administrative Agent issued by a bank which is Investment Grade and which letter of credit does not terminate earlier than fifteen (15) days after the expected payment date of the Account Receivable supported by such letter of credit; provided, that, following the occurrence and during the continuance of an Event of Default with respect to any new letter of credit described in this definition, the applicable Loan Party shall have (A) at the request of the Administrative Agent, assigned the proceeds of such letter of credit to the Administrative Agent, (B) at the request of the Administrative Agent, caused the issuing bank of such letter of credit to consent to such assignment and (C) unless otherwise agreed by the Administrative Agent, caused such letter of credit to be advised by the Administrative Agent.

“Eligible Letters of Credit Issued for Commodities Not Yet Received”: as of any date, the aggregate face amount of either standby and/or documentary Letters of Credit for the purchase of Eligible Commodities for which title has passed to a Loan Party as of such date, as long as such Loan Party is able to calculate drawable liability thereof in a manner acceptable to the Administrative Agent in its sole discretion (exercised in good faith), which such manner shall be in such Loan Party’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 any such Letters of Credit minus any other liabilities that may be owed by such Loan Party to the beneficiary of any such Letters of Credit and which may be satisfied by any such Letters of Credit.

“Eligible Long Term Unrealized Forward Gain”: as of any date and with respect to any Loan Party, the Aggregate Eligible In the Money Forward Contract Amount at such date for Eligible Forward Contract obligations whose final cash or physical settlement is during the period exceeding twenty-four (24) months but no greater than thirty-six (36) months after such date; provided that, notwithstanding the foregoing, an Eligible Forward Contract shall be excluded from the calculation of Eligible Long Term Unrealized Forward Gain if it is not in compliance with the Risk Management Policy or is a Futures Contract.

“Eligible Medium Term Unrealized Forward Gain”: as of any date and with respect to any Loan Party, the Aggregate Eligible In the Money Forward Contract Amount at such date for Eligible Forward Contract obligations whose final cash or physical settlement is during the period exceeding twelve (12) months but no greater than twenty-four (24) months after such date; provided that, notwithstanding the foregoing, an Eligible Forward Contract shall be excluded from the calculation of Eligible Medium Term Unrealized Forward Gain if it is not in compliance with the Risk Management Policy or is a Futures Contract.

“Eligible Natural Gas Inventory”: as of any date, all Eligible Inventory of the Loan Parties consisting of Natural Gas Products.

“Eligible Net Liquidity in Futures Accounts”: as of any date, the Net Liquidation Value of any Commodity Account of any Loan Party as of such date maintained with BNP Paribas Commodity Futures, Inc., Citigroup Global Markets Inc., SG Americas Securities LLC or a reputable broker reasonably acceptable to the Administrative 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 Risk Management Policy and 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 Permitted Borrowing Base Liens and any Lien of such Eligible Broker in connection with any indebtedness of such Loan Party to such Eligible Broker permitted by the applicable Account Control Agreement (including, but not limited to, if permitted, any right of the Eligible Broker to close out open positions of such Loan Party 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) an Account Control Agreement among the Administrative Agent, such Loan Party 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 Administrative Agent, acting in its reasonable discretion, to the U.S. Borrower. Eligible Net Liquidity 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 Borrowing Base Date; provided, further, that the Eligible Net Liquidity in Futures Accounts as calculated pursuant to this definition shall be net of any Brokerage Account Deducts.

“Eligible Petroleum Inventory”: as of any date, all Eligible Inventory of the Loan Parties consisting of Petroleum Products.

“Eligible RINs”: as of any date, all inventory of any Loan Party consisting of RINs valued at the then current Value, and in all instances as to which the following requirements have been fulfilled:

(a)               the Eligible RIN is owned by such Loan Party;

(b)               the Eligible RIN is subject to a Perfected First Lien and is free and clear of all other Liens except Permitted Borrowing Base Liens;

(c)               if the Eligible RIN is credited to a Commodity Account or Securities Account, such account is a Controlled Account;

(d)               all requirements of applicable law with respect to the Eligible RIN have been satisfied; and

(e)               the Eligible RIN has an expiration date at least 31 days after such date.

“Eligible Short Term Unrealized Forward Gain”: as of any date and with respect to any Loan Party, the Aggregate Eligible In the Money Forward Contract Amount at such time for Eligible Forward Contract obligations whose final cash or physical settlement is during the period ending twelve (12) months after such date; provided that, notwithstanding the foregoing, an Eligible Forward Contract shall be excluded from the calculation of Eligible Short Term Unrealized Forward Gain if it is not in compliance with the Risk Management Policy or is a Futures Contract.

“Eligible Tier 1 Account Receivable”: at the time of any determination thereof, each Eligible Account Receivable the Account Debtor of which is a Tier 1 Counterparty.

“Eligible Tier 2 Account Receivable”: at the time of any determination thereof, each Eligible Account Receivable the Account Debtor of which is a Tier 2 Counterparty.

“Eligible Unbilled Account Receivable”: as of any date, each Account Receivable of any Loan Party which would be an Eligible Account Receivable but for the fact that such Account Receivable has not actually been invoiced prior to such date.

“Eligible Unbilled Tier 1 Account Receivable”: at the time of any determination thereof, each Eligible Unbilled Account Receivable the Account Debtor of which is a Tier 1 Counterparty.

“Eligible Unbilled Tier 2 Account Receivable”: at the time of any determination thereof, each Eligible Unbilled Account Receivable the Account Debtor of which is a Tier 2 Counterparty.

“Employee Benefit Plans”: any benefit plan or arrangements in respect of any employees (including employees who are employed in Canada) or past employees operated by any Loan Party or in which any Loan Party participates and which provides benefits on retirement or voluntary withdrawal from or involuntary termination of employment, including termination indemnity payments and post-retirement medical benefits.

“Environmental Laws”: any and all federal, state, provincial, territorial or local statutes, orders, regulations or other Law having the force and effect of law, including common law, guidelines, decrees, orders, orders-in-council, injunctions, rules, judgments, consents, directives, instructions, standards, judicial or administrative decisions or other requirements by Governmental Authority having the force and effect of law, including judicial interpretation of any of the foregoing concerning the environment or health and safety (including regulating, relating to or imposing liability or standards of conduct concerning Materials of Environmental Concern) which are in existence now or in the future and are binding at any time on any Loan Party in the relevant jurisdiction in which such Loan Party has been or is operating (including by the export of its products or its waste to that jurisdiction). Notwithstanding anything in this Agreement or in any other Loan Document to the contrary, the defined term “Laws” and the usage of such term (including as used in the defined term “Requirement of Law”) herein and in each other Loan Document shall not include any of the items in the definition of the term “Laws” to the extent they both (i) concern the environment or health and safety (including regulating, relating to or imposing liability or standards of conduct concerning Materials of Environmental Concern) and (ii) do not have the force and effect of law.

“Environmental Permits”: any permit, license, registration, consent, approval and other authorization from a Governmental Authority required under any Environmental Law for the operation of the business, including facilities and equipment, of any Loan Party conducted on, at the Properties.

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended.

“ESA”: as defined in Section 6.1(x).

“Estimated Going Concern Value”: with respect to any Approved Acquisition Asset, the “going concern value” of such Approved Acquisition Asset as reflected in the most recent Business Valuation of such Approved Acquisition Asset obtained by the Administrative Agent on or prior to the Restatement Effective Date (or with respect to any Approved Acquisition Asset acquired after the Restatement Effective Date, upon acquisition thereof), pursuant to Section 7.16, or at the request of the U.S. Borrower (at the U.S. Borrower’s sole expense).

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

“Eurocurrency Base Rate”: with respect to (a) any Eurocurrency Loan denominated in United States Dollars for any Interest Period, 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 United States Dollars for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters Screen that displays such rate (or, in the event such rate does not appear on either of such Reuters pages, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case, the “LIBOR Screen Rate”) as of the Specified Time on the Quotation Day for such Interest Period; provided that if any LIBOR Screen Rate shall be less than 0.50%, such rate shall be deemed to be 0.50% for purposes of this Agreement and (b) any Eurocurrency Loan denominated in Canadian Dollars for any Interest Period, the CDOR Screen Rate as of the Specified Time and on the Quotation Day for such Interest Period; provided that if any CDOR Screen Rate shall be less than 0.50%, such rate shall be deemed to be 0.50% for purposes of this Agreement; provided, further, if a LIBOR Screen Rate or CDOR Screen Rate, as applicable, shall not be available at such time for such Interest Period (an “Impacted Interest Period”), then the Eurocurrency Base Rate for such currency and Interest Period shall be the Interpolated Rate at such time (provided that if the Interpolated Rate shall be less than 0.50%, such rate shall be deemed to be 0.50% for purposes of this Agreement); provided further that all of the foregoing shall be subject to Section 4.15(a).

“Eurocurrency Loans”: Loans for which the applicable rate of interest is based upon the Eurocurrency Rate.

“Eurocurrency Rate”: with respect to each day during each Interest Period pertaining to a Eurocurrency Loan, a rate per annum determined for such day in accordance with the following formula:

“Eurocurrency Reserve Requirements”: for any day as applied to a Eurocurrency Loan in any currency, the aggregate of the maximum reserve, liquid asset or similar percentages (including basic, supplemental, marginal and emergency reserves) expressed as a decimal established by any Governmental Authority of the jurisdiction of such currency (or by any other Person) to which banks in such jurisdiction are subject for any category of deposits or liabilities customarily used to fund loans in such currency or by reference to which interest rates applicable to loans in such currency are determined. Such reserve, liquid assets or similar percentages shall, in the case of United States Dollars, include those imposed pursuant to Regulation D of the Board. Eurocurrency Loans denominated in Canadian Dollars shall be deemed to be the subject of such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any other applicable law, rule or regulation. The Eurocurrency Reserve Requirements shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Event of Default”: any of the events specified in Section 9.1 for which all applicable requirements for the giving of notice, the lapse of time, or both, have been satisfied.

“Excess Concentration Accounts Receivable”: with respect to any Account Debtor, to the extent the aggregate amount of Accounts Receivable owing from such Account Debtor and its Affiliates to the Kildair Loan Parties exceeds 15% of the aggregate Eligible Accounts Receivable for all Kildair Loan Parties, any Accounts Receivable in excess of such threshold; provided that any Account Receivable that is either (i) owing from an Account Debtor listed on Schedule 1.1(F) (as such schedule may be updated by the U.S. Borrower from time to time with the approval of the Administrative Agent), (ii) owing from an Account Debtor who is Investment Grade or (iii) supported by an Acceptable Investment Grade Credit Enhancement, shall be excluded from the aggregate amount of Accounts Receivable owing from the applicable Account Debtor for purposes of the above calculation.

“Exchange Rate”: with respect to any non-United States Dollar or non-Canadian Dollar currency, as applicable, on any date, the rate at which such currency may be exchanged into United States Dollars or Canadian Dollars, as applicable, as set forth on such date on the relevant Reuters currency page at or about 11:00 A.M., London time, on such date. In the event that such rate does not appear on any Reuters currency page, the “Exchange Rate” with respect to such non-United States Dollar or non-Canadian Dollar currency, as applicable, shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the U.S. Borrower or, in the absence of such agreement, such “Exchange Rate” shall instead be the Administrative Agent’s spot rate of exchange in the interbank market where its foreign currency exchange operations in respect of such non-United States Dollar or non-Canadian Dollar currency, as applicable, are then being conducted, at or about 10:00 A.M., local time, on such date for the purchase of United States Dollars or Canadian Dollars, as applicable, with such non-United States Dollar or non-Canadian Dollar currency, as applicable, for delivery two Business Days later; provided, that if at the time of any such determination, no such spot rate can reasonably be quoted, the Administrative Agent may use any reasonable method as it deems applicable to determine such rate, and such determination shall be conclusive absent manifest error.

“Exchange Receivable”: any right to receive consideration that would be an Account Receivable but for the fact that the consideration to be received by the relevant Loan Party consists in whole or in part of the delivery of Eligible Commodities.

“Excluded Accounts”: collectively, (a) the Deposit Accounts of Wintergreen set forth on Schedule 1.1(I) hereto solely to the extent that (i) such Deposit Accounts constitute payroll accounts containing funds to be used solely for payroll payments (including payroll taxes) and (ii) the amount on deposit in such Deposit Accounts, in aggregate, at any one time is less than $400,000 and (b) Deposit Accounts of any Grantor solely to the extent that the amount on deposit in such Deposit Accounts, in aggregate, at any one time is less than $200,000.

“Excluded Swap Obligation”: with respect to any Loan Party, any Swap Obligation if, and to the extent that, and only for so long as, all or a portion of the guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, as applicable, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder, at the time the guarantee of (or grant of such security interest by, as applicable) such Loan Party becomes or would become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guarantee or security interest is or becomes illegal.

“Exempt CFC”: any “controlled foreign corporation” (as defined in Section 957 of the Code) of which the MLP or a Subsidiary of the MLP is a “United States shareholder” (within the meaning of the Code).

“Existing Acquisition Facility Letter of Credit”: each outstanding “Acquisition Facility Letter of Credit” (as defined in the Existing Credit Agreement) set forth on Schedule 3.2.

“Existing Acquisition Facility Loan”: each “Acquisition Facility Loan” (as defined in the Existing Credit Agreement) that is outstanding immediately prior to the Restatement Effective Date.

“Existing Credit Agreement”: that certain Amended and Restated Credit Agreement, dated as of December 9, 2014, among the Borrowers, the lenders and agents party thereto, and MUFG, as successor administrative agent, successor Canadian agent and successor collateral agent, as amended, restated, supplemented or otherwise modified from time to time immediately prior to the Restatement Effective Date.

“Existing Dollar Working Capital Facility Letters of Credit”: each “Dollar Working Capital Facility Letter of Credit” (as defined in the Existing Credit Agreement) set forth on Schedule 3.1(a).

“Existing Dollar Working Capital Facility Loans”: each “Dollar Working Capital Facility Loan” (as defined in the Existing Credit Agreement) that is outstanding immediately prior to the Restatement Effective Date.

“Existing Lender”: MUFG in its capacity as the sole “Lender” (as defined in the Existing Credit Agreement) pursuant to the terms of the Successor Agent Agreement.

“Existing Mortgaged Property”: each property that is currently covered by a mortgage or deed of trust pursuant to the Existing Credit Agreement.

“Existing Multicurrency Working Capital Facility Letters of Credit”: each “Multicurrency Working Capital Facility Letter of Credit” (as defined in the Existing Credit Agreement) set forth on Schedule 3.1(b).

“Existing Multicurrency Working Capital Facility Loans”: each “Multicurrency Working Capital Facility Loan” (as defined in the Existing Credit Agreement) that is outstanding immediately prior to the Restatement Effective Date.

“Extensions of Credit”: at any date, as to any Lender at any time, the amount of its Dollar Working Capital Facility Committed Tranche Extensions of Credit, its Dollar Working Capital Facility Uncommitted Tranche Extensions of Credit, its Multicurrency Working Capital Facility Extensions of Credit or its Acquisition Facility Extensions of Credit at such time, as the context requires.

“Facility”: the Acquisition Facility, the Dollar Working Capital Facility Committed Tranche, the Dollar Working Capital Facility Uncommitted Tranche or the Multicurrency Working Capital Facility, as the context requires.

“Facility Increase”: as defined in Section 4.1(b).

“FATCA”: Sections 1471 through 1474 of the Code, as of the Restatement Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreements entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation or rules adopted pursuant to such intergovernmental agreements.

“Federal Funds Effective Rate”: for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate, provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed zero for the purposes of this Agreement.

“Federal Reserve Bank of New York’s Website”: the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

“Fee Letter”: the fee letter dated as of February 28, 2020, between MUFG and the U.S. Borrower.

“FERC”: the U.S. Federal Energy Regulatory Commission.

“FERC Contract Collateral”: as defined in the Security Agreement.

“Financial Hedging Agreement”: any currency swap, cross-currency rate swap, currency option, interest rate option, interest rate swap, cap or collar agreement or similar arrangement or any other similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing including any derivative relating to interest rate or currency rate risk, in each case which is not a Commodity OTC Agreement.

“Financing Lease”: any lease of property, real or personal, the obligations of the lessee in respect of which are required in accordance with GAAP to be capitalized on a balance sheet of the lessee; provided that the Borrowers may choose for any lease of any Person that are or would be characterized as an operating lease in accordance with GAAP on December 31, 2018 (whether or not such operating lease was in effect on such date) to be accounted for as an operating lease (and not as a Financing Lease) for purposes of this Agreement regardless of any change in GAAP following such date that would otherwise require such operating lease to be recharacterized (on a prospective or retroactive basis or otherwise) as a Financing Lease.

“First Purchaser Lien”: a so-called “first purchaser” Lien, as defined in Texas Bus. & Com. Code Section 9.343, comparable Laws of the states of North Dakota, Oklahoma, Kansas, Mississippi, Wyoming, Montana or New Mexico, or any other comparable Law of any such jurisdiction or any other applicable jurisdiction.

“First Purchaser Lien Amount”: as of any date, in respect of any property of a Loan Party subject to a First Purchaser Lien, the aggregate amount of the obligations outstanding as of such date giving rise to such First Purchaser Lien, less any portion of such obligations that are secured or supported by a Letter of Credit.

“Fiscal Year”: with respect to any Person, such Person’s fiscal year, which consists of a twelve (12) month period beginning on each January 1 and ending on each December 31.

“Foreign Lender”: a Lender that is not a U.S. Person.

“Forward Contract”: as of any date of determination, a Commodity Contract with a delivery date or, with respect to a Commodity OTC Agreement, price settlement date, one day or later after such date of determination.

“Forward Contract Counterparty”: any counterparty to a Forward Contract of any Loan Party.

“Futures Contracts”: contracts for making or taking delivery of Eligible Commodities that are traded on a market-recognized commodity exchange, which such contracts meet the specification and delivery requirements of futures contracts on such commodity exchange.

“GAAP”: generally accepted accounting principles in the United States of America in effect from time to time.

“General Partner”: Sprague Resources GP LLC, a Delaware limited liability company.

“Governing Documents”: with respect to (a) a corporation or unlimited liability company, its articles or notice of articles, as applicable, memorandum or certificate of incorporation, continuance or amalgamation, as applicable, and by-laws or articles, as applicable; (b) a partnership, its certificate of limited partnership or partnership declaration, as applicable, and partnership agreement; (c) a limited liability company, its certificate of formation and operating agreement; and (d) any other Person, the other organizational or governing documents of such Person.

“Governmental Authority”: any nation or government, any state, provincial, municipal, territorial or other political subdivision thereof and any agency, authority, instrumentality, court, central bank or other similar entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank).

“Grantor”: any Person executing and delivering a Security Document, or becoming party to a Security Document (by supplement or otherwise), as a grantor or pledgor (or in a similar role), pursuant to this Agreement.

“Guarantee”: the Amended and Restated Guarantee, dated as of December 9, 2014 by the Loan Parties in favor of the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Guarantee Obligation”: as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of an obligation for which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of a third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) 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 (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The terms “Guarantee” and “Guaranteed” used as a verb shall have a correlative meaning. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the U.S. Borrower in good faith. Guarantee Obligation shall not include any performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of any Loan Party or in connection with judgments that have not resulted in a Default or an Event of Default.

“Hedged”: at any time in relation to Eligible Inventory, if the purchase or sale price thereof has been effectively hedged as evidenced by the most recent Position Report or, if not in such Position Report, as otherwise reasonably acceptable to the Administrative Agent through one or a combination of Commodity Contracts or Futures Contracts entered into or held in accordance with the Risk Management Policy for the corresponding volume of physical Eligible Commodities held in Eligible Inventory; provided that the applicable Loan Parties’ rights under such Commodity Contracts or Futures Contracts and all amounts due or to become due to the relevant Loan Party under or in respect of such Commodity Contracts or Futures Contracts are subject to a Perfected First Lien.

“Hedging Agreement Qualification Notification”: a notification in substantially in the form of Exhibit T.

“Hydro-Québec Indemnity”: the indemnity provided by Kildair to Hydro-Québec pursuant to the Offer to Purchase between Kildair and Hydro-Québec with respect to potential environmental liability at the lands acquired pursuant thereto on November 28, 2011 that are situated in the town of Sorel-Tracy, Province of Québec and that are designated and known as lots 4 784 169 and 4 784 171, Cadastre of Québec, registration division of Richelieu.

“Immaterial Subsidiary”: any Subsidiary that has no assets.

“Increase Amount”: as defined in Section 4.1(b)(iii).

“Increase Effective Date”: as defined in Section 4.1(b).

“Increase and New Lender Agreement”: as defined in Section 4.1(b)(iii).

“Increase Period”: the period from the Restatement Effective Date until (but excluding) the Applicable Facility Termination Date.

“Increasing Lender”: as defined in Section 4.1(b)(iii).

“Indebtedness”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money (whether by loan or the issuance and sale of debt securities) or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practice), (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of such Person under Financing Leases or Synthetic Leases, (d) all obligations of such Person in respect of letters of credit, acceptances or similar instruments issued or created for the account of such Person, (e) all liabilities of a third party secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (f) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (e) above, and (g) for the purposes of Section 9.1(f) only, all obligations of such Person in respect of Commodity OTC Agreements and Financial Hedging Agreements. The amount of any Indebtedness under (x) clause (e) shall be equal to the lesser of (A) the stated amount of the relevant obligations and (B) the fair market value of the property subject to the relevant Lien, and (y) clause (g) shall be the net amount, including any net termination payments, required to be paid to a counterparty rather than the notional amount of the applicable Commodity OTC Agreement or Financial Hedging Agreement. Notwithstanding the foregoing, the Maine Dock Liability Obligations and the Hydro-Québec Indemnity shall not be considered Indebtedness for purposes of this Agreement.

“Indemnified Liabilities”: as defined in Section 11.6.

“Indemnitee”: as defined in Section 11.6.

“Independent Entity Schedule”: Schedule 1.1(D) hereto, which sets forth each counterparty with which any Loan Party transacts that has an Affiliate and/or Subsidiary that holds itself out as an independent credit and a separate legal entity, together with any of such counterparty’s independent Affiliates and/or Subsidiaries, provided, that (a) a new Person may be added to such Schedule 1.1(D) at the sole discretion (exercised in good faith) of the Administrative Agent after the Restatement Effective Date and (b) a Person may be removed from such Schedule 1.1(D) by the Administrative Agent, acting in its reasonable discretion, upon ten (10) Business Days’ notice to the U.S. Borrower.

“Ineligible Participant”: Persons identified by the U.S. Borrower to the Administrative Agent and the Lenders from time-to-time as Persons to whom no Participation may be sold pursuant to Section 11.7 for competitive reasons, and as to which the Administrative Agent has consented to the designation of such Person as an Ineligible Participant.

“Insolvency”: with respect to any Multiemployer Plan, the condition that such plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvency Laws”: each of the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), and the Winding-Up and Restructuring Act (Canada), each as now and hereafter in effect, any successors to such statutes and any other applicable insolvency or other similar law of any jurisdiction, including any corporate law of any jurisdiction permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it.

“Insolvent”: pertaining to a condition of Insolvency.

“Intellectual Property”: as defined in Section 5.9.

“Intercompany Subordinated Indebtedness”: with respect to any Loan Party, Indebtedness owed by such Loan Party to the MLP or any Subsidiary that is subject to a subordination agreement substantially in the form of Exhibit H-1.

“Interest Payment Date”: (a) with respect to any Base Rate Loan or Prime Rate Loan (including, for the avoidance of doubt, any Swing Line Loan), (i) prior to the Dollar Working Capital Facility Committed Tranche Maturity Date, the Dollar Working Capital Facility Uncommitted Tranche Maturity Date, the Multicurrency Working Capital Facility Maturity Date or the Acquisition Facility Maturity Date, as applicable, the first Business Day of each month and (ii) the Dollar Working Capital Facility Committed Tranche Maturity Date, Dollar Working Capital Facility Uncommitted Tranche Maturity Date, the Multicurrency Working Capital Facility Maturity Date or the Acquisition Facility Maturity Date, as applicable, (b) with respect to any Eurocurrency Loan, the last day of each Interest Period with respect thereto and, with respect to any Eurocurrency Loan having an Interest Period of six (6) months, the last day of such Interest Period and the date which is three (3) months after the start of such Interest Period and (c) with respect to any Loan (other than as provided in the first sentence of Section 4.9(b)), the date of any repayment or prepayment of principal made in respect thereof.

“Interest Period”: (a) with respect to any Eurocurrency Loan:

(i)       initially, the period commencing on the Borrowing Date or Conversion date, as the case may be, with respect to such Eurocurrency Loan and ending one (1), two (2), three (3) or six (6) months thereafter, as irrevocably selected by the applicable Borrower in its Borrowing Notice or Continuation/Conversion Notice, as the case may be, given with respect thereto; and

(ii)      thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such Eurocurrency Loan and ending one (1), two (2), three (3) or six (6) months thereafter, as irrevocably selected by the applicable Borrower in its Continuation/Conversion Notice to the Administrative Agent not less than three (3) Business Days prior to the last day of the then current Interest Period with respect thereto;

provided that:

(A)             if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(B)              any Interest Period with respect to any Loan that would otherwise extend beyond the Applicable Facility Termination Date, shall end on the Applicable Facility Termination Date; and

(C)              any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the applicable calendar month.

“Interpolated Rate”: at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as relevant Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the applicable Screen Rate (for the longest period for which that Screen Rate is available in the applicable currency) that is shorter than the Impacted Interest Period and (b) the applicable Screen Rate (for the shortest period for which that Screen Rate is available in the applicable currency) that exceeds the Impacted Interest Period, in each case, as of the Specified Time on the Quotation Day for such Interest Period.

“Investment”: any advance, loan or extension of credit (other than trade receivables incurred in the ordinary course of the applicable Person’s business and payable in accordance with customary market practices) or capital contribution to, investment in, or purchase or acquisition of any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, any Person.

“Investment Grade”: with respect to any Person, the long term senior unsecured non-credit enhanced credit rating or shadow rating of which is BBB- or higher by S&P or Baa3 or higher by Moody’s.

“IRS”: the U.S. Internal Revenue Service.

“Issuance Cap”: with respect to the obligation of an Issuing Lender to issue or consider issuing any Letter of Credit pursuant to Section 3.1 or 3.2, the aggregate amount of outstanding L/C Obligations attributable to Letters of Credits issued by such Issuing Lender (in its capacity as an Issuing Lender) as set forth on Schedule 1.1(G); provided, that Schedule 1.1(G) may be modified from time to time to add any new Issuing Lender and its Issuance Cap thereto, to remove any Issuing Lender and its Issuance Cap therefrom, or to increase or decrease the Issuance Cap of any Issuing Lender, in each case with the prior consent of the Borrowers, the Administrative Agent and any such Issuing Lender being so added or removed or the Issuance Cap of which is being so changed; provided, further, that the aggregate amount of outstanding L/C Obligations shall be subject to Sections 3.3 and 6.2(e).

“ISP 98”: as defined in Section 3.4(g).

“Issuing Lenders”: collectively, the Acquisition Facility Issuing Lenders, the Dollar Working Capital Facility Committed Tranche Issuing Lenders, the Dollar Working Capital Facility Uncommitted Tranche Issuing Lenders and the Multicurrency Working Capital Facility Issuing Lenders; provided that there shall be no more than seven Issuing Lenders at any time unless otherwise agreed by the Administrative Agent and notified to Lenders (it being understood that any financial institution may be an Acquisition Facility Issuing Lender, a Dollar Working Capital Facility Issuing Lender and a Multicurrency Working Capital Facility Issuing Lender (or any combination thereof) and shall for purposes of this proviso be considered one Issuing Lender).

“Junior Indebtedness”: as defined in Section 8.9.

“Kildair”: as defined in the introductory paragraph of this Agreement.

“Kildair Borrowing Base”: on any date, solely with respect to the assets of the Kildair Loan Parties, an amount equal to:

(i)       100% of Eligible Cash and Cash Equivalents; plus

(ii)       90% of Eligible Tier 1 Accounts Receivable; plus

(iii)      85% of Eligible Unbilled Tier 1 Accounts Receivable; plus

(iv)      85% of Eligible Tier 2 Accounts Receivable; plus

(v)       80% of Eligible Unbilled Tier 2 Accounts Receivable; plus

(vi)      90% of Eligible Hedged Petroleum Inventory; plus

(vii)     85% of Eligible Petroleum Inventory; plus

(viii)    [reserved]; plus

(ix)       [reserved]; plus

(x)        [reserved]; plus

(xi)       70% of Eligible Asphalt Inventory; plus

(xii)      80% of Kildair Prepaid Purchases; plus

(xiii)     90% of Eligible Net Liquidity in Futures Accounts; plus

(xiv)     [reserved]; plus

(xv)      80% of Eligible Short Term Unrealized Forward Gains; plus

(xvi)     [reserved]; plus

(xvii)    [reserved]; plus

(xviii)   85% of Eligible Letters of Credit Issued for Commodities Not Yet Received; plus

(xix)     100% of Paid But Unexpired Letters of Credit; plus

(xx)      [reserved]; plus

(xxi)     95% of Eligible L/C Backed Accounts Receivable; less

(1)          Reserves taken at the reasonable discretion of the Administrative Agent; less

(2)          100% of Product Taxes; less

(3)          110% of any Swap Amounts due to Qualified Counterparties solely to the extent, and if, such Swap Amounts due to Qualified Counterparties are in excess of $5,000,000; less

(4)          100% of the Overcollateralization Amount.

Any amounts described in categories (i) through (xxi) and (1) through (4) above which may fall into more than one of such categories shall be counted only once under the category with the highest applicable advance rate percentage, when making the calculation under this definition. In addition, any deductions made from the value of any asset included in the Kildair Borrowing Base in respect of counterparty contra, offsets, counterclaims, unrealized forward losses and any other similar charges or claims shall be without duplication. In calculating the Kildair Borrowing Base, the following adjustments shall be made:

(A)         [reserved];

(B)        the value of that portion of the Kildair Borrowing Base described in clause (xv) shall not exceed, together with the value of that portion of the U.S. Borrowing Base described in clauses (xv) through (xvii) thereof (1) in the aggregate (and after giving effect to the sublimits set forth in clauses (B)(i)(2), (B)(i)(3) and (B)(ii) of the U.S. Borrowing Base), the lesser of (a) 30% of the Aggregate Borrowing Base Amount then in effect and (b) $325,000,000, (2) $175,000,000 from Forward Contracts relating to Petroleum Products, or (3) $165,000,000 from Forward Contracts relating to Natural Gas Products;

(C)         any category of the Kildair Borrowing Base shall be calculated taking into account any elimination and reduction related to any potential offset to such asset category;

(D)         the Administrative Agent may, in its reasonable discretion, determine that one or more assets described in clauses (ii), (iii), (iv), (v), (xv) or (xxi) does not meet the eligibility requirements for inclusion in the Kildair Borrowing Base, and any such assets shall not be included in the Kildair Borrowing Base;

(E)          notwithstanding anything herein to the contrary, no asset shall be eligible in whole or in part for inclusion in the Kildair Borrowing Base to the extent such asset is in violation of the Risk Management Policy;

(F)          the calculation of the value of the assets included in clauses (ii), (iii), (iv), (v), (xiii) and (xxi) with respect to a counterparty shall be net of any Out of the Money Forward Contract Amount attributable to such counterparty (for purposes of this clause (F), any reference to a counterparty shall include all Subsidiaries and Affiliates of such counterparty which affiliation is known or should be known by the Loan Parties, except for a counterparty that holds itself out as an independent credit and separate legal entity with respect to its Subsidiaries and Affiliates, together with such counterparty’s independent Subsidiaries and Affiliates, and is listed on the Independent Entity Schedule); and

(G)          the calculation of the value of the assets included in clauses (ii), (iii), (iv), (v), (xii) and (xv) and (xxi) (to the extent that any of the following constitutes a defense to drawing on the letter of credit supporting the applicable Eligible L/C Backed Account Receivable) that are attributable to a single counterparty shall be netted against any contra, offset, counterclaim, unrealized forward losses or obligations of the Kildair Loan Parties with such counterparty including amounts payable to such counterparty (for purposes of this clause (G), any reference to a counterparty shall include all Subsidiaries and Affiliates of such counterparty which affiliation is known or should be known by the Loan Parties, except for a counterparty that holds itself out as an independent credit and separate legal entity with respect to its Subsidiaries and Affiliates, together with such counterparty’s independent Subsidiaries and Affiliates, and is listed on the Independent Entity Schedule).

The value of the Kildair Borrowing Base at any time shall be the value of the Kildair Borrowing Base as of such date.

“Kildair Loan Parties”: the Canadian Borrower and each Canadian Subsidiary of the Canadian Borrower that is a Loan Party.

“Kildair Prepaid Purchases”: as of any date, Eligible Commodities (consisting of Petroleum Products) valued at the then current Value purchased and prepaid by the Kildair Loan Parties from suppliers reasonably acceptable to the Administrative Agent in its sole discretion, with respect to which (w) title shall not have passed to the any Loan Party, (x) such Eligible Commodities shall not have been delivered to any Loan Party; provided that such products must be supported by an invoice from said supplier (i) specifying the purpose of the applicable prepayment, and (ii) including a copy of the underlying purchase contract; (y) with respect to prepayment by any Loan Party under any agreement or arrangement, not more than five (5) Business Days shall have elapsed since such prepayment was made and (z) the Administrative Agent shall have a Perfected First Lien in the right of such Loan Party to receive such Eligible Commodities (including that no provision of any agreement between such supplier and such Loan Party shall prohibit the assignment of a security interest by such Loan Party to the Administrative Agent in such Loan Party’s right to receive such Eligible Commodities).

“Laws”: collectively, all international, foreign, Federal, state, provincial, territorial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Fee Payment Date”: (a) the fifth day after the first Business Day of each January, April, July and October (or, if such day is not on a Business Day, the next succeeding Business Day) and (b) the expiration date of the last outstanding Post-Termination LOC.

“L/C Obligations”: at any time, an amount equal to the sum of (a) the Dollar Equivalent of the aggregate undrawn amount of the then-outstanding Letters of Credit and (b) the Dollar Equivalent of the aggregate amount of drawings under Letters of Credit that have not then been reimbursed or converted into a Loan pursuant to Section 3.7(b) or (c).

“L/C Participants”: with respect to any Acquisition Facility Letter of Credit, the Acquisition Facility L/C Participants, with respect to any Dollar Working Capital Facility Committed Tranche Letter of Credit, the Dollar Working Capital Facility Committed Tranche L/C Participants, with respect to any Dollar Working Capital Facility Uncommitted Tranche Letter of Credit, the Dollar Working Capital Facility Uncommitted Tranche L/C Participants and with respect to any Multicurrency Working Capital Facility Letter of Credit, the Multicurrency Working Capital Facility L/C Participants.

“L/C Participation Obligations”: at any time, the Acquisition Facility L/C Participation Obligations, the Dollar Working Capital Facility Committed Tranche L/C Participation Obligations, the Dollar Working Capital Facility Uncommitted Tranche L/C Participation Obligations and/or the Multicurrency Working Capital Facility L/C Participation Obligations at such time, as the context requires.

“L/C Reimbursement Loan”: as defined in Section 3.7(c).

“Lead Arranger”: MUFG.

“Lender Party”: the Administrative Agent, each Lender, each Co-Documentation Agent, each Co-Collateral Agent and each Co-Syndication Agent.

“Lenders”: as defined in the introductory paragraph to this Agreement and, as the context requires, includes, the Issuing Lenders and the Swing Line Lenders.

“Letter of Credit”: any Acquisition Facility Letter of Credit and any Working Capital Facility Letter of Credit.

“Letter of Credit Request”: a request by a Borrower for a new Letter of Credit or an amendment to an existing Letter of Credit, in each case pursuant to Section 3.3, which request for a new Letter of Credit shall be in form reasonably satisfactory to the relevant Issuing Lender and the Administrative Agent and which request for an amendment to an existing Letter of Credit shall be in form reasonably satisfactory to the relevant Issuing Lender and the Administrative Agent.

“LIBOR Screen Rate”: as defined in the definition of Eurocurrency Base Rate.

“Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any Financing Lease having substantially the same economic effect as any of the foregoing), and the filing of any financing statement under the Uniform Commercial Code, PPSA or comparable Law of any jurisdiction in order to perfect any of the foregoing; provided that “Lien” shall refer to neither (a) any interest or title of a lessor under any leases or subleases (other than Financing Leases) entered into by the Loan Parties in the ordinary course of business nor (b) licenses, sub-licenses, leases or sub-leases (other than Financing Leases) granted to third parties in the ordinary course of business consistent with past practices.

“Loan”: any loan made pursuant to this Agreement.

“Loan Documents”: (i) this Agreement, the Notes, any Letter of Credit Requests, the Perfection Certificate, the Guarantee, the Security Documents and the Successor Agent Documents and (ii) any document or agreement entered into with a Loan Party that, in accordance with its terms, is a Loan Document.

“Loan Parties”: collectively, each Borrower, the MLP and each Subsidiary Guarantor.

“Long Tenor Letter of Credit”: any Trade Letter of Credit that is a Working Capital Facility Letter of Credit that is issued to support the purchase of Eligible Commodities that is (a) initially issued with a maximum tenor of more than ninety (90) days but less than one (1) year or (b) an Auto-Renewal Letter of Credit.

“Maine Dock Liability Obligations”: indebtedness of the U.S. Borrower with respect to the State of Maine Port Authority dock liability in an aggregate principal amount of $9,280,594 as of September 30, 2014 (which amount may be reduced (but not increased) from time to time).

“Majority Facility Lenders”: at any time, (a) with respect to the Acquisition Facility, Lenders having Acquisition Facility Credit Exposure Percentages which aggregate more than 50%; provided, that the Acquisition Facility Credit Exposure of any Defaulting Lender shall be excluded from the calculation of Acquisition Facility Credit Exposure Percentages in determining the Majority Facility Lenders, (b) with respect to the Dollar Working Capital Facility Committed Tranche, Lenders having Dollar Working Capital Facility Committed Tranche Credit Exposure Percentages which aggregate more than 50%; provided, that the Dollar Working Capital Facility Committed Tranche Credit Exposure of any Defaulting Lender shall be excluded from the calculation of Dollar Working Capital Facility Committed Tranche Credit Exposure Percentages in determining the Majority Facility Lenders, (c) with respect to the Dollar Working Capital Facility Uncommitted Tranche, Lenders having Adjusted Dollar Working Capital Facility Uncommitted Tranche Credit Exposure Percentages which aggregate more than 50%; provided, that the Dollar Working Capital Facility Uncommitted Tranche Credit Exposure of any Defaulting Lender shall be excluded from the calculation of Dollar Working Capital Facility Uncommitted Tranche Credit Exposure Percentages in determining the Majority Facility Lenders and (d) with respect to the Multicurrency Working Capital Facility, Lenders having Multicurrency Working Capital Facility Credit Exposure Percentages which aggregate more than 50%; provided, that the Multicurrency Working Capital Facility Credit Exposure of any Defaulting Lender shall be excluded from the calculation of Multicurrency Working Capital Facility Credit Exposure Percentages in determining the Majority Facility Lenders.

“Marked-to-Market Report”: a comprehensive marked-to-market report, in form and substance reasonably similar to Exhibit R, of the Product purchase and sale positions identified in the related Position Report of, as applicable, either (i) all Loan Parties (other than the Canadian Borrower and its Subsidiaries) or (ii) only the Canadian Borrower and its Subsidiaries. Such report shall include all positions for all future time periods and cover all instruments that create either an obligation to purchase or sell Product or that generate price exposure and shall include unrealized marked-to-market margin for the position considered. The positions shall include, but not be limited to, positions under Physical Commodity Contracts for spot purchase and sale of Eligible Commodities, Forward Contracts, exchanges, Commodity OTC Agreements, Financial Hedging Agreements and Futures Contracts. The report shall exclude positions in carbon credits, wood pellets and any other energy products approved by the Required Lenders as “Product” pursuant to Section 5.21 after the Restatement Effective Date, in each case, to the extent that the Loan Parties’ positions in any such energy product are not material.

“Marked-to-Market Value”: with respect to any Commodity Contract of any Person on any date:

(a)               in the case of a Commodity Contract for the purchase, sale, transfer or exchange of any physical Eligible Commodities, the unrealized gain or loss on such Commodity Contract, determined by comparing (i) the amount to be paid or received under such Commodity Contract for such Eligible Commodities pursuant to the terms thereof to (ii) the Value of such Eligible Commodities on such date, and

(b)               in the case of any other Commodity Contract, the unrealized gain or loss on such Commodity Contract determined by calculating the amount to be paid or received under such other Commodity Contract pursuant to the terms thereof as if the cash settlement of such other Commodity Contract were to be calculated on such date of determination by reference to the Value of the Eligible Commodities that are the subject of such other Commodity Contract;

provided, that (i) in the case of any Commodity Contract that is, in whole or in part, an option by its terms, the amount so calculated shall reflect industry standard valuation models approved by the Administrative Agent and (ii) the Marked-to-Market Value of any Commodity Contract for the storage or transportation of any physical Eligible Commodity shall be limited to its intrinsic value and shall take into account any demand charges associated with such Commodity Contract.

“Market Value”: with respect to an Eligible Commodity or Eligible RIN on any date, the price at which such Eligible Commodity or Eligible RIN could be purchased or sold for delivery on that date or during the applicable period adjusted to reflect the specifications thereof and the location and transportation differential, determined by using prices (a) on the New York Mercantile Exchange, the COMEX, the London Metal Exchange, the New York Board of Trade, the International Petroleum Exchange, the Intercontinental Commodities Exchange, the Chicago Board of Trade, the Chicago Mercantile Exchange or, if a price for any such Eligible Commodity or Eligible RIN (or, in each case, delivery period or location) is not available on such exchanges, such other markets or exchanges recognized as such in the commodities trading industry, including over-the-counter markets and private quotations, or as published in an independent industry recognized source, in each case reasonably selected by the U.S. Borrower, (b) if such a price for any such Eligible Commodity or Eligible RIN is not available in any market or exchange described in clause (a) above, any other exchange or market reasonably selected by the U.S. Borrower and reasonably satisfactory to the Administrative Agent on such date or (c) if such a price for any such Eligible Commodity or Eligible RIN is not available in any market or exchange described in clause (a) or (b) above, such other value determined pursuant to methodology reasonably selected by the U.S. Borrower and reasonably satisfactory to the Administrative Agent. With respect to any Eligible Commodity consisting of tank bottoms consisting of distillates, gasolines or other light oil products or residual fuel oils acceptable to the Administrative Agent in its sole discretion (exercised in good faith), the Market Value thereof shall be 50% of the value as determined by the immediately preceding sentence.

“Material Acquisition”: any Acquisition by a Loan Party permitted hereunder with an aggregate purchase price that is payable in anything other than Capital Stock of the MLP in an amount in excess of $30,000,000.

“Material Adverse Effect”: a development or an event that has resulted in a material adverse change in (a) the operations, business, assets, properties or condition (financial or other condition) of the MLP and its Subsidiaries taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform their obligations under this Agreement or any of the other Loan Documents, or (c) the legality, validity, binding effect or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

“Materials Handling Contract”: any fee-based contractual arrangement entered into by any Loan Party whereby such Loan Party performs business services relating to materials handling or through-put for a third party.

“Materials of Environmental Concern”: any gasoline, natural gas, petroleum and any other solid, liquid or gas hydrocarbon (including, without limitation, crude oil or any fraction or derivative thereof) or any hydrocarbon-based products (including, without limitation, any petroleum products) or any other pollutant, contaminant, hazardous or toxic substances, materials or wastes, defined or regulated as such in or under, or which form the basis of liability under, any Environmental Law or Environmental Permit, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation, medical waste, radioactive materials and electromagnetic fields.

“Maturity Date”: the Acquisition Facility Maturity Date, the Dollar Working Capital Facility Committed Tranche Maturity Date, the Dollar Working Capital Facility Uncommitted Tranche Maturity Date and/or the Multicurrency Working Capital Facility Maturity Date, as the context requires.

“Maximum Consolidated Total Leverage Ratio”: 4.50:1.0; provided that upon the consummation of a Material Acquisition, the Maximum Consolidated Total Leverage Ratio shall be 5.00:1.0 for three consecutive fiscal quarters beginning with the fiscal quarter ending immediately after consummation of such Material Acquisition (or the fiscal quarter ending upon consummation of such Material Acquisition, in the event such consummation occurs on a fiscal quarter end).

“Minimum Consolidated Fixed Charge Coverage Ratio”: 1.20:1.0.

“Minimum Consolidated Net Working Capital Amount”: $35,000,000.

“MLP”: Sprague Resources LP, together with, for the avoidance of doubt, following the effectiveness of the Approved Organizational Changes, any successor-in-interest thereto.

“MLP Operational Document”: (a) prior to the effectiveness of the Approved Organizational Changes, that certain First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP, dated October 30, 2013, by and among the General Partner and the limited partners from time to time parties thereto, as amended by that certain Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership, effective December 20, 2017, and that certain Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership, effective October 25, 2019 and (b) after the effectiveness of the Approved Organizational Changes, the limited liability company agreement of the successor-in-interest to the MLP, provided that such limited liability company agreement is in form and substance acceptable to the Administrative Agent in its reasonable discretion.

“Moody’s”: Moody’s Investors Service, Inc., or any successor to its rating agency business.

“Mortgage and Security Agreement”: (i) each Quebec Security Document with respect to Mortgaged Properties located in the Province of Quebec covering the Mortgaged Properties owned on the Restatement Effective Date, (ii) each Mortgage Security Agreement, Assignment of Leases and Rents and Fixture Filings or other similar documents covering the Mortgaged Properties located in the United States owned on the Restatement Effective Date and (iii) each Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing (and such other instrument as required by the applicable province of Canada), substantially in the form of Exhibit L (in the case of real property located in the United States), substantially in the form of the Quebec Security Documents (in the case of real or immovable property located in the Province of Quebec) or in such form as reasonably acceptable to the Administrative Agent (in the case of real property located in Canada (other than in the Province of Quebec)), with respect to each Mortgaged Property acquired after the Restatement Effective Date located in the United States or Canada, respectively, and, in each case, any Successor Agent Document in respect of any of the foregoing.

“Mortgaged Properties”: each property listed on Schedule 1.1(E) and any other properties as to which the Administrative Agent, for the ratable benefit of the Secured Parties, has after the Restatement Effective Date been granted a Lien pursuant to one or more Mortgage and Security Agreements.

“Multicurrency L/C Exposure”: at any time, the total L/C Obligations with respect to Multicurrency Working Capital Facility Letters of Credit. The Multicurrency L/C Exposure of any Multicurrency Working Capital Facility Lender at any time shall be its Multicurrency Working Capital Facility Commitment Percentage of the total Multicurrency L/C Exposure at such time.

“Multicurrency Long Tenor Letter of Credit Sub-Limit”: $25,000,000 at any time outstanding.

“Multicurrency Performance Letter of Credit Sub-Limit”: $5,000,000 at any time outstanding.

“Multicurrency Swing Line Exposure”: at any time, the sum of the aggregate amount of all outstanding Multicurrency Swing Line Loans at such time. The Multicurrency Swing Line Exposure of any Multicurrency Working Capital Facility Lender at any time shall be the sum of (a) its Multicurrency Working Capital Facility Commitment Percentage of the total Multicurrency Swing Line Exposure at such time related to Multicurrency Swing Line Loans other than any Multicurrency Swing Line Loans made by such Lender in its capacity as a Multicurrency Swing Line Lender and (b) if such Lender shall be a Multicurrency Swing Line Lender, the principal amount of all Multicurrency Swing Line Loans made by such Lender outstanding at such time (to the extent that the other Multicurrency Working Capital Facility Lenders shall not have funded their participations in such Swing Line Loans).

“Multicurrency Swing Line Lenders”: MUFG Bank, Ltd., Canada Branch, Wells Fargo Bank, N.A. and each other Multicurrency Working Capital Facility Lender from time to time designated by the U.S. Borrower (and agreed to by such Lender) as a Multicurrency Swing Line Lender with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) (and upon such designation and agreement, each such Lender shall set forth its Swing Line Cap on Schedule 1.1(H) pursuant to the terms of this Agreement), in each case in its capacity as lender of Multicurrency Swing Line Loans hereunder.

“Multicurrency Swing Line Loan Sub-Limit”: $20,000,000 at any time outstanding.

“Multicurrency Swing Line Loans”: as defined in Section 2.3(b).

“Multicurrency Swing Line Participation Amount”: as defined in Section 2.6(b)(ii).

“Multicurrency Working Capital Facility”: the Multicurrency Working Capital Facility Commitments and the extensions of credit thereunder.

“Multicurrency Working Capital Facility Commitment”: at any date, as to any Multicurrency Working Capital Facility Lender, the obligation of such Multicurrency Working Capital Facility Lender to make Multicurrency Working Capital Facility Loans to the Borrowers pursuant to Section 2.1(b) and to participate in Multicurrency Swing Line Loans and Multicurrency Working Capital Facility Letters of Credit in an aggregate principal and/or face amount at any one time outstanding not to exceed the amount set forth opposite such Multicurrency Working Capital Facility Lender’s name on Schedule 1.0 under the caption “Multicurrency Working Capital Facility Commitment” or, as the case may be, in the Assignment and Acceptance pursuant to which such Multicurrency Working Capital Facility Lender becomes a party hereto, as such amount may be changed from time to time in accordance with the terms of this Agreement. As of the Restatement Effective Date, the original aggregate amount of the Multicurrency Working Capital Facility Commitments is $85,000,000.

“Multicurrency Working Capital Facility Commitment Percentage”: as to any Multicurrency Working Capital Facility Lender at any time, the percentage which such Multicurrency Working Capital Facility Lender’s Multicurrency Working Capital Facility Commitment then constitutes of the aggregate Multicurrency Working Capital Facility Commitments of all Multicurrency Working Capital Facility Lenders at such time (or, at any time after the Multicurrency Working Capital Facility Commitments shall have expired or terminated, such Multicurrency Working Capital Facility Lenders’ Multicurrency Working Capital Facility Credit Exposure Percentage).

“Multicurrency Working Capital Facility Commitment Period”: the period from and including the Restatement Effective Date to but not including the Multicurrency Working Capital Facility Commitment Termination Date or such earlier date on which all of the Multicurrency Working Capital Facility Commitments shall terminate as provided herein.

“Multicurrency Working Capital Facility Commitment Termination Date”: May 19, 2022, or, if such date is not a Business Day, the next preceding Business Day.

“Multicurrency Working Capital Facility Credit Exposure”: as to any Multicurrency Working Capital Facility Lender at any time, the Available Multicurrency Working Capital Facility Commitment of such Multicurrency Working Capital Facility Lender plus the Dollar Equivalent of the amount of the Multicurrency Working Capital Facility Extensions of Credit of such Multicurrency Working Capital Facility Lender.

“Multicurrency Working Capital Facility Credit Exposure Percentage”: as to any Multicurrency Working Capital Facility Lender at any time, the fraction (expressed as a percentage), the numerator of which is the Multicurrency Working Capital Facility Credit Exposure of such Multicurrency Working Capital Facility Lender at such time and the denominator of which is the aggregate Multicurrency Working Capital Facility Credit Exposures of all of the Multicurrency Working Capital Facility Lenders at such time.

“Multicurrency Working Capital Facility Extensions of Credit”: at any date, as to any Multicurrency Working Capital Facility Lender at any time, the aggregate outstanding principal amount of Multicurrency Working Capital Facility Loans made by such Multicurrency Working Capital Facility Lender, plus the amount of the undivided interest of such Multicurrency Working Capital Facility Lender in any then-outstanding Multicurrency Working Capital Facility L/C Obligations, plus such Multicurrency Working Capital Facility Lender’s Multicurrency Swing Line Exposure.

“Multicurrency Working Capital Facility Increase”: as defined in Section 4.1(b).

“Multicurrency Working Capital Facility Issuing Lenders”: MUFG, BNP Paribas, acting through its Canada branch, Wells Fargo Bank, N.A., Coöperatieve Rabobank U.A., New York Branch and each other Multicurrency Working Capital Facility Lender from time to time designated by the U.S. Borrower (and agreed to by such Lender) as a Multicurrency Working Capital Facility Issuing Lender with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) (and upon such designation and agreement, each such Lender shall set forth its Issuance Cap on Schedule 1.1(G) pursuant to the terms of this Agreement), each in its capacity as issuer of any Multicurrency Working Capital Facility Letter of Credit.

“Multicurrency Working Capital Facility L/C Obligations”: at any time, an amount equal to the sum of (a) the Dollar Equivalent of the aggregate then undrawn and unexpired amount of the then outstanding Multicurrency Working Capital Facility Letters of Credit and (b) the Dollar Equivalent of the aggregate amount of drawings under Multicurrency Working Capital Facility Letters of Credit which have not then been reimbursed or converted to a Multicurrency Working Capital Facility Loan pursuant to Section 3.7.

“Multicurrency Working Capital Facility L/C Participants”: with respect to any Multicurrency Working Capital Facility Letter of Credit, all of the Multicurrency Working Capital Facility Lenders other than the Multicurrency Working Capital Facility Issuing Lender thereof.

“Multicurrency Working Capital Facility L/C Participation Obligations”: the obligations of the Multicurrency Working Capital Facility L/C Participants to purchase participations in the obligations of the Multicurrency Working Capital Facility Issuing Lenders under outstanding Multicurrency Working Capital Facility Letters of Credit pursuant to Section 3.6.

“Multicurrency Working Capital Facility Lender”: each Lender having a Multicurrency Working Capital Facility Commitment (or, after the termination of the Multicurrency Working Capital Facility Commitments, each Lender holding Multicurrency Working Capital Facility Extensions of Credit), and, as the context requires, includes the Multicurrency Working Capital Facility Issuing Lenders. As of the Restatement Effective Date, each Multicurrency Working Capital Facility Lender is specified on Schedule 1.0.

“Multicurrency Working Capital Facility Letter of Credit”: as defined in Section 3.1.

“Multicurrency Working Capital Facility Letter of Credit Sub-Limit”: $50,000,000 at any time outstanding.

“Multicurrency Working Capital Facility Loans”: as defined in Section 2.1(b).

“Multicurrency Working Capital Facility Long Tenor Letters of Credit”: Multicurrency Working Capital Facility Letters of Credit that are Long Tenor Letters of Credit.

“Multicurrency Working Capital Facility Maturity Date”: with respect to any Multicurrency Working Capital Facility Loan, the earliest to occur of (i) the date on which the Multicurrency Working Capital Facility Loans become due and payable pursuant to Section 9, (ii) the date on which the Multicurrency Working Capital Facility Commitments terminate pursuant to Section 4.1 and (iii) the Multicurrency Working Capital Facility Commitment Termination Date.

“Multicurrency Working Capital Facility Performance Letters of Credit”: Multicurrency Working Capital Facility Letters of Credit that are Performance Letters of Credit.

“Multiemployer Plan”: a Plan which is a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA and which is subject to Title IV of ERISA.

“Natural Gas Products”: natural gas and natural gas liquids and any other product or by-product of any of the foregoing, and all rights to transmit, transport or store any of the foregoing.

“Natural Gas Transactions”: those certain transactions entered into by a Loan Party in the ordinary course of business with one or more natural gas utilities (each, a “Subject Utility” and, collectively, the “Subject Utilities”) pursuant to which the applicable Loan Party will sell to a Subject Utility, and the applicable Subject Utility will purchase from such Loan Party, certain accounts receivable owing to such Loan Party from its natural gas customers (such receivables are hereinafter referred to as the “Subject Natural Gas Receivables”) and, in connection therewith, the applicable Subject Utility will be responsible for all billing and collection duties and credit and other risks associated with such Subject Natural Gas Receivables.

“net after-Tax basis”: with respect to any payment to be received by a Person from the Borrowers pursuant to Section 4.10 (a “Section 4.10 Payment”) or pursuant to Section 11.6 in respect of an Indemnified Liability (a “Section 11.6 Payment”), the amount of such Section 4.10 Payment or Section 11.6 Payment plus a further payment or payments so that the net amount received by such Person, after all Taxes imposed on such Person with respect to such amounts (net of any actual current reduction in Taxes payable by such Person as a result of the costs or expenses for which such Person receives a Section 4.10 Payment or Section 11.6 Payment) is equal to the original payment required to be received pursuant to Section 4.10 or Section 11.6, respectively. For avoidance of doubt, if a Lender incurs a cost of $100 for which the Borrowers pay the Lender $100 pursuant to Section 11.6, and the cost gives rise to a tax deduction that reduces such Person’s Taxes by $35, and the payment increases such Person’s Taxes by $35, then the net after-Tax basis payment shall be $100 because the increase in Tax of $35 with respect to the Indemnified Liability is offset by the reduction in Taxes of $35 that arises from the cost. However, if the cost was not deductible and the payment increased such Person’s Taxes by $35, then the net-after Tax basis payment would be at least $135.

“Net Cash Proceeds”: with respect to any Disposition of any Property or assets by any Person or any Recovery Event with respect to any asset of any Person, the aggregate amount of cash received from time to time by or on behalf of such Person for its own account in connection with any such transaction, after deducting therefrom (a) brokerage commissions, underwriting fees and discounts, legal fees, finder’s fees and other similar fees, costs and commissions and reasonable related expenses that, in each case, are incurred in connection with such event and are actually paid to or earned by a Person that is not a Subsidiary or Affiliate of any of the Loan Parties or any of their Subsidiaries or Affiliates, (b) reasonable reserves for liabilities, indemnities, escrows and purchase price adjustments in connection with any such Disposition or Recovery Event and (c) the amount of taxes payable by such Person (or, in the case of a Person that is a disregarded entity for U.S. federal income tax purposes, by the owner of such Person, in the case of a Person that is a partnership for U.S. federal income tax purposes, by the owners of such Person, or in the case of a Person that is a member of a consolidated or unitary tax group, by such group, in each case, only to the extent the payor of such taxes is the U.S. Borrower or a direct or indirect Subsidiary of the U.S. Borrower) in connection with or as a result of such transaction that, in each case, are actually paid at the time of receipt of such cash to the applicable taxation authority or other Governmental Authority or, so long as such Person is not otherwise indemnified therefor, are reserved for in accordance with GAAP, as in effect at the time of receipt of such cash, based upon such Person’s reasonable estimate of such taxes, and paid to the applicable taxation authority or other Governmental Authority within 16 months after the date of receipt of such cash; provided that if, at the time any of the liabilities, indemnities, escrows or purchase price adjustments referred to in clause (b) and/or taxes referred to in clause (c) are actually paid or otherwise satisfied, the reserve therefor exceeds the amount paid or otherwise satisfied, then the amount of such excess reserve shall constitute “Net Cash Proceeds” on and as of the date of such payment or other satisfaction for all purposes of this Agreement.

“Net Liquidation Value”: 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, and (iii) the cash balance, in each case credited to such Commodity Account.

“New Lenders”: as defined in Section 4.1(b)(iii).

“Non-Defaulting Lender”: at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Excluded Taxes”: as defined in Section 4.11(a).

“Non-Specified Period”: the period of time beginning upon the conclusion of the Specified Period and ending once the Commitments and the Dollar Working Capital Facility Uncommitted Tranche Portions have been terminated, the Loans and all other Obligations payable under this Agreement or any other Loan Document have been paid in full (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge and Hedging and Bank Product Obligations) and all Letters of Credit have been terminated, expired, Cash Collateralized or otherwise dealt with to the satisfaction of the applicable Issuing Lender.

“Non-Renewal Notice Date”: as defined in Section 3.4(c).

“Non-U.S. Subsidiary”: any Subsidiary that is not a U.S. Subsidiary.

“Note” and “Notes”: as defined in Section 4.5(e).

“Notice of Prepayment”: as defined in Section 4.6.

“NYFRB”: the Federal Reserve Base Rate of New York.

“NYFRB Rate”: for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Obligations”: the unpaid principal amount of, and interest (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, arrangement or like proceeding, relating to any of the Loan Parties, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) on the Loans and Reimbursement Obligations, and all other obligations and liabilities of any of the Loan Parties to the Secured Parties and the Lenders, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, or out of or in connection with this Agreement, the Notes, the Security Documents, any other Loan Documents, any Letter of Credit, any Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank, or any other document made, delivered or given in connection therewith or herewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by a Loan Party pursuant to the terms of the Loan Documents or other agreement or instrument evidencing such obligations or liabilities) or otherwise; provided further, that for purposes of determining any Guarantee Obligations of any Loan Party with respect to the Obligations, the definition of “Obligations” shall not create any guarantee by any Loan Party of any Excluded Swap Obligations of such Loan Party; provided further that, (i) obligations of any Loan Party under any Commodity OTC Agreement to a Qualified Counterparty, Financial Hedging Agreement to a Qualified Counterparty or any Cash Management Bank Agreement to a Qualified Cash Management Bank (such obligations, the “Hedging and Bank Product Obligations”), shall be secured pursuant to the Security Documents and guaranteed pursuant to the Guarantee only to the extent that, and for so long as, those obligations and liabilities of the Loan Parties listed above not consisting of Hedging and Bank Product Obligations (the “Other Obligations”) are so secured and guaranteed, unless the Other Obligations cease to be so secured and guaranteed either (A) as a result of the Administrative Agent undertaking an Enforcement Action (as defined in the U.S. Security Agreement or the Canadian Security Agreement, as applicable) or (B) following an Insolvency Proceeding (as defined in the U.S. Security Agreement or the Canadian Security Agreement, as applicable) with respect to any Loan Party, in which cases the Hedging and Bank Product Obligations shall continue to be secured pursuant to the Security Documents and guaranteed pursuant to the Guarantee and (ii) any release of Collateral or the MLP or Subsidiary Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of any Hedging and Bank Product Obligations. The Hedging and Bank Product Obligations shall be subordinated to the Other Obligations pursuant to the terms of the U.S. Security Agreement or Canadian Security Documents, as applicable. For the avoidance of doubt, for the purpose of any Mortgage, the “Obligations” shall be deemed to be not fully paid or fully performed if, among other things and in addition to any other Obligations then outstanding, any Letter of Credit remains outstanding hereunder that has not been Cash Collateralized.

“Operating Forecast”: the monthly operating forecast of the income statement and balance sheet of the MLP and its consolidated Subsidiaries in form and substance satisfactory to the Administrative Agent, as updated from time to time pursuant to Section 7.1(e).

“Original Closing Date”: the date on which the conditions precedent set forth in Section 6.1 of the Original Credit Agreement were satisfied, which date was October 30, 2013.

“Original Credit Agreement”: that certain Credit Agreement, dated as of October 30, 2013, among the U.S. Borrower, the lenders and agents party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

“Other Connection Taxes”: with respect to any Lender or the Administrative Agent, Taxes imposed as a result of a present or former connection between such Lender or the Administrative Agent and the jurisdiction imposing such Tax (other than connections arising solely from such Lender or the Administrative Agent, as applicable, 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”: as defined in Section 4.11(b).

“Out of the Money Forward Contract Amount”: as of any date and with respect to any Loan Party, to the extent that the Counterparty Forward Contract Amount with respect to any Forward Contract Counterparty is negative, the absolute value of such Counterparty Forward Contract Amount.

“Out of the Money Swap Amount”: as of any date, to the extent that the Qualified Counterparty Swap Amount with respect to any Qualified Counterparty is negative, the absolute value of such Qualified Counterparty Swap Amount.

“Overcollateralization Amount”: with respect to any counterparty under a Commodity Contract of any Loan Party, the amount by which the cash collateral deposited with or prepayments made to such Loan Party by such counterparty exceeds the amount of the obligations such cash collateral was pledged to secure or with respect to which such prepayment was made.

“Overnight Bank Funding Rate”: for any day, the rate comprised of both overnight federal funds and overnight eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“Paid but Unexpired Letters of Credit”: as of any date, with respect to any Loan Party, the sum of (a) the amount of any payment made by any Loan Party within 45 calendar days prior to such date to satisfy the obligation for which a Letter of Credit was issued solely to the extent that such Letter of Credit has not been reduced, cancelled or drawn upon and (b) for any Trade Letter of Credit with respect to which no amount can be drawn with respect to mark-to-market liability, an amount equal to 20%, times, the lesser of (i) the then applicable undrawn portion of such Trade Letter of Credit and (ii) the operational tolerance with respect to the underlying purchase contract with respect to which such Trade Letter of Credit was issued.

“Participant” and “Participants”: as defined in Section 11.7(b).

“Participant Register”: as defined in Section 11.7(b).

“Participation”: as defined in Section 11.7(b).

“Payment Intangible”: as defined in Section 9-102 of the UCC.

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

“Perfected First Lien”: any perfected, first priority Lien or security interest (or its substantial equivalent under applicable Laws) granted by a Loan Party pursuant to a Security Document in favor of the Administrative Agent, for the ratable benefit of the Secured Parties; provided that, in the case of inventory that is not located in the United States or contracts, Forward Contracts, Accounts Receivable or Payment Intangibles not governed by Laws of the United States of America or any state or political subdivision thereof, the validity and, if customarily available, priority of such Lien shall be confirmed by an opinion of special local counsel, the form and substance of which shall be customary and reasonably satisfactory to the Administrative Agent; provided further that no Lien or security interest (or its substantial equivalent under applicable Laws) granted by a Loan Party pursuant to a Security Document shall constitute a Perfected First Lien unless it secures all Obligations, including U.S. Obligations.

“Perfection Certificate”: the Perfection Certificate to be executed and delivered by the Loan Parties, substantially in the form of Exhibit Q.

“Performance Letter of Credit”: a standby Working Capital Facility Letter of Credit or a standby Acquisition Facility Letter of Credit, in each case, issued to support bonding, swap transaction, performance, transportation and tariff requirements relating to Eligible Commodities (other than the obligation to pay for the purchase of Eligible Commodities) that is (a) initially issued with a maximum tenor of less than one (1) year or (b) an Auto-Renewal Letter of Credit.

“Permitted Borrowing Base Liens”: (a) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlords’, or other similar Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings or which have been bonded over or otherwise adequately secured against, (b) Permitted Cash Management Liens, (c) Liens created pursuant to the Security Documents and the other Loan Documents (provided, that such permitted Liens shall not include any Liens purported to be granted to any commodity intermediary on assets other than assets credited to a Controlled Account maintained with such commodity intermediary or such Controlled Account as a result of the incorporation by reference of a separate security agreement), (d) First Purchaser Liens, (e) inchoate tax Liens, (f) Liens arising from unauthorized UCC or PPSA financing statements or applications for registration of a hypothec under the Register of Personal and Movable Real Rights (Quebec) under the Civil Code of Quebec, (g) Prior Claims that are unregistered and that secure amounts that are not yet due and payable and (h) netting and other offset rights granted by any Loan Party to counterparties under Commodity Contracts and Financial Hedging Agreements on or with respect to payment and other obligations owed by such Loan Party to such counterparties.

“Permitted Cash Management Liens”: (a) Liens with respect to (i) all amounts due to the Cash Management Bank, in respect of customary fees and expenses for the routine maintenance and operation of any Cash Management Account, (ii) the face amount of any checks which have been credited to any Cash Management Account, but are subsequently returned unpaid because of uncollected or insufficient funds, or (iii) other returned items or mistakes made in crediting such Cash Management Account, (b) any other Liens permitted under the Account Control Agreement for a Cash Management Account, (c) Liens created by the Security Documents and the other Loan Documents, (d) inchoate tax Liens, (e) Liens arising from unauthorized UCC or PPSA financing statements or applications for registration of a hypothec under the Register of Personal and Movable Real Rights (Quebec) under the Civil Code of Quebec, (f) any Overcollateralization Amounts and (g) Liens on currency, Cash Equivalents, commodities or Commodities Contracts of the Loan Parties deposited in, or credited to, any Controlled Account that are subject to an Account Control Agreement; provided that, such Liens are specifically permitted by such Account Control Agreement or arise by operation of law.

“Permitted Investors”: Antonia A. Johnson, together with her spouse, children, grandchildren and heirs (and any trust of which any of the foregoing (or any combination thereof) constitute at least 80% of the then current beneficiaries).

“Permitted Refinancing Indebtedness”: as defined in Section 8.2(d).

“Person”: an individual, partnership, corporation, unlimited liability company, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Petition Date”: as defined in the definition of “Eligible Account Receivable” in this Section 1.1.

“Petroleum Products”: crude oil and refined petroleum products (including heating oil, heavy oil, fuel oil, light oil, diesel, gasoline, kerosene, jet fuel, marine gas oil and propane) and any other product or by-product of either of the foregoing, residual fuels, biodiesel, biofuels and ethanol and all rights to transmit, transport or store any of the foregoing.

“Physical Commodity Contract”: a contract for the purchase, sale, transfer or exchange of any physical Eligible Commodity.

“Plan”: at a particular time, any employee benefit plan which is covered by ERISA and in respect of which any of the Loan Parties or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA or to which any Loan Party or Commonly Controlled Entity has any actual or contingent liability.

“Platform”: as defined in Section 11.2.

“Pledge Agreements”: collectively, the Canadian Pledge Agreement and the U.S. Pledge Agreement.

“Pledged Accounts”: all Commodity Accounts, Deposit Accounts (other than Excluded Accounts) and Securities Accounts of any Grantor.

“Pledged Collateral”: the “Pledged Collateral” as defined in the U.S. Pledge Agreement or the Canadian Pledge Agreement, as applicable.

“Position Report”: a position report in form and substance substantially similar to Exhibit M of either the U.S. Borrower or the Canadian Borrower, as applicable, which shows in detail the calculations supporting, as applicable (i) the U.S. Borrower’s certification of the compliance by the Loan Parties (other than the Canadian Borrower and its Subsidiaries) with the position limits in the Risk Management Policy that are applicable to such Loan Parties and (ii) the Canadian Borrower’s certification of the compliance by the Canadian Borrower and its Subsidiaries with the position limits in the Risk Management Policy that are applicable to the Canadian Borrower and its Subsidiaries.

“Post-Termination LOC”: as defined in Section 3.6(c).

“PPSA”: the Personal Property Security Act (Ontario), including the regulations thereto, provided that, if perfection or the effect of perfection or non-perfection or the priority of any Lien created hereunder on the Collateral is governed by the personal property security legislation or other applicable legislation with respect to personal property security in effect in a jurisdiction other than Ontario, “PPSA” means the Personal Property Security Act, including the regulations thereto, or such other applicable legislation in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“Previous Credit Agreement”: that certain Credit Agreement, dated as of May 28, 2010, as amended pursuant to (i) the First Amendment to Credit Agreement, dated as of March 22, 2011, (ii) the Second Amendment, dated as of September 27, 2012 and (iii) the Third Amendment, dated as of May 15, 2013, and as otherwise amended, supplemented, waived or modified prior to the Original Closing Date.

“Prime Rate”: for any day, the rate per annum equal to the greater of (a) the rate equal to the PRIMCAN Index rate (rounded upward, if necessary, to the next 1/16 of 1.00%) that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such date (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information service that publishes such index from time to time, as selected by the Administrative Agent in its reasonable discretion) and (b) the one-month Eurocurrency Rate in effect on such day for Loans denominated in Canadian Dollars plus 1.00%; provided, that if any of the above rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Any change in the Prime Rate due to a change in the PRIMCAN Index or the Eurocurrency Rate shall be effective as of the opening of business on the day such change in the PRIMCAN Index or Eurocurrency Rate becomes effective, respectively.

“Prime Rate Loan”: Loans the rate of interest of which is based upon the Prime Rate.

“Prior Claims”: all Liens created by applicable law (in contrast with Liens voluntarily granted) or interests similar thereto under applicable law which rank or are capable of ranking prior or pari passu with the Liens created by the Security Documents including for amounts owing for, or in respect of, employee source deductions, non-resident withholding taxes, vacation pay, goods and services taxes, sales taxes, harmonized sales taxes, municipal taxes, workers’ compensation, Quebec corporate taxes, pension fund obligations and overdue rents.

“Product”: as defined in Section 5.21(a).

“Product Taxes”: any amounts which are due and owing to any Governmental Authority, including excise or sales taxes, applicable to services provided under any Materials Handling Contract or the sale of Eligible Commodities, to the extent such amounts are collected or collectable by any Loan Party from such Loan Party’s customer to be remitted to such Governmental Authority.

“Pro Forma Basis”: with respect to the covenants set forth in Section 8.1 on any date of determination, the calculation of such covenants as at such date of determination; provided that the amount of Consolidated EBITDA and Consolidated Fixed Charges in any such calculation shall be the amount of Consolidated EBITDA and Consolidated Fixed Charges for the most recently ended four (4) fiscal quarter period.

“Projections”: as defined in Section 6.1(r).

“Properties”: as defined in Section 5.22(a).

“PTE”: a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender”: as defined in Section 11.2.

“Qualified Cash Management Bank”: any Cash Management Bank that, at the time a Cash Management Bank Agreement was entered into between a Loan Party and such Cash Management Bank, was (i) a Lender (or an Affiliate thereof) or (ii) if such Cash Management Bank Agreement was entered into prior to the Restatement Effective Date, was a lender under the Previous Credit Agreement, the Original Credit Agreement or the Existing Credit Agreement at the time.

“Qualified Counterparty”: any counterparty to any Financial Hedging Agreement or Commodity OTC Agreement entered into between a Loan Party and a Person that, (i) at the time such Financial Hedging Agreement or Commodity OTC Agreement was entered into, was a Lender or (ii) if such Financial Hedging Agreement or Commodity OTC Agreement was entered into prior to the Restatement Effective Date, was a lender under the Previous Credit Agreement, the Original Agreement or the Existing Credit Agreement at the time such Financial Hedging Agreement or Commodity OTC Agreement was entered into; provided, that, with respect to either clause (i) or clause (ii), such counterparty (other than any counterparty that is the Administrative Agent) shall be a “Qualified Counterparty” with respect to any Financial Hedging Agreement or Commodity OTC Agreement solely to the extent such counterparty has delivered a Hedging Agreement Qualification Notification to the Administrative Agent.

“Qualified Counterparty Swap Amount”: with respect to any Qualified Counterparty, an amount equal to (a) the aggregate unrealized gains to each relevant Loan Party, based upon such Loan Party’s reasonable calculation of such amount in accordance with industry standard valuation models, under all Commodity OTC Agreements and Financial Hedging Agreements between such Qualified Counterparty and such Loan Party minus (b) the aggregate unrealized losses to such Loan Party, based upon such Loan Party’s reasonable calculation of such amount in accordance with industry standard valuation models, under all Commodity OTC Agreements and Financial Hedging Agreements between such Qualified Counterparty and such Loan Party.

“Qualified ECP Guarantor”: in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Quebec Security Documents”: one or more deeds of hypothec to secure payment of debentures (which hypothec shall include, without limitation, a charge on the universality of immovable property) or the Obligations and any other related documents, bonds, debentures or pledge agreements required to perfect a Lien in favor of the Administrative Agent in the Province of Quebec previously executed pursuant to the Existing Credit Agreement and assigned to the Administrative Agent or to be executed from time to time by any Loan Party organized under the laws of the Province of Quebec or having its chief executive office (or domicile) located in the Province of Quebec or having tangible assets located in the Province of Quebec.

“Quebec STA”: An Act respecting the transfer of securities and the establishment of security entitlements, R.S.Q. c. T-11.002, as amended from time to time.

“Quotation Day”: with respect to any Eurocurrency Loan for any Interest Period, (i) if the currency is United States Dollars, two Business Days prior to the commencement of such Interest Period and (ii) if the currency is Canadian Dollars, at approximately 10:15 a.m., Toronto time, on the first day of such Interest Period; provided that if such day is not a Business Day, then on the immediately preceding Business Day.

“Reconciliation Summary”: with respect to the annual and monthly consolidated financial statements (other than the statements of cash flow and owners’ equity) delivered pursuant to Section 7.1, (i) a schedule showing the elimination of transactions between any Loan Party and any Subsidiary of a Loan Party that is not itself a Loan Party and transactions between any Loan Party and any Affiliate of a Loan Party (other than any Subsidiary of a Loan Party), (ii) a statement showing the adjustments made to report such financial statements on an Economic Basis plus or minus any Allowed Reserve, as applicable, and (iii) a statement showing the adjustments made to such financial statements with respect to any Allowed Reserve.

“Recovery Event”: any settlement of or payment in respect of any Property or casualty insurance claim or any condemnation proceeding relating to any asset of any Loan Party resulting in Net Cash Proceeds to the applicable Loan Party in excess of $5,000,000.

“Refunded Dollar Committed Tranche Swing Line Loan”: any Refunded Swing Line Loan made in respect of a Dollar Committed Tranche Swing Line Loan.

“Refunded Dollar Uncommitted Tranche Swing Line Loan”: any Refunded Swing Line Loan made in respect of a Dollar Uncommitted Tranche Swing Line Loan.

“Refunded Multicurrency Swing Line Loan”: any Refunded Swing Line Loan made in respect of a Multicurrency Swing Line Loan.

“Refunded Swing Line Loan”: as defined in Section 2.6(a).

“Register”: as defined in Section 11.7(d).

“Regulation U”: Regulation U of the Board.

“Reimbursement Date”: as defined in Section 3.7(b).

“Reimbursement Obligations”: the obligation of the Borrowers to reimburse any Issuing Lender, pursuant to Section 3.7(a) for Unreimbursed Amounts.

“Reinvestment Deferred Amount”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Loan Party in connection therewith which are not applied to prepay outstanding Loans pursuant to Section 4.7(c) as a result of the delivery of a Reinvestment Notice.

“Reinvestment Event”: any Asset Sale or Recovery Event in respect of which the U.S. Borrower has delivered a Reinvestment Notice.

“Reinvestment Notice”: a written notice executed by a Responsible Person of the U.S. Borrower stating that no Event of Default has occurred and is continuing and that the relevant Loan Party either (i) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire assets (directly or through the purchase of the Capital Stock of a Person pursuant to an Acquisition or otherwise) to replace, repair or upgrade the assets subject to such Asset Sale or Recovery Event, or (ii) in the case of a Recovery Event, has replaced, repaired or upgraded the asset subject to such Recovery Event prior to such Person’s receipt of the Net Cash Proceeds thereof and the amount expended therefor.

“Reinvestment Prepayment Amount”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire assets (directly or through the purchase of the Capital Stock of a Person pursuant to an Acquisition or otherwise) to replace, repair or upgrade the assets subject to such Reinvestment Event (including, in the case of a Recovery Event, amounts expended to replace, repair or upgrade the asset subject to such Recovery Event prior to the receipt by the relevant Loan Party of the Net Cash Proceeds thereof).

“Reinvestment Prepayment Date”: with respect to any Reinvestment Event, the earlier of (a) the date occurring 12 months after such Reinvestment Event and (b) the date on which the applicable Loan Party shall have determined not to, or shall have otherwise ceased to, acquire assets (directly or through the purchase of the Capital Stock of a Person pursuant to an Acquisition or otherwise) to replace, repair or upgrade the assets subject to such Reinvestment Event with all or any portion of the relevant Reinvestment Deferred Amount.

“Related Person”: with respect to any Person, each officer, employee, director, trustee, agent, advisor, affiliate, partner and controlling person of such Person.

“Release”: any release, threatened release, addition, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Material of Environmental Concern into or through the environment.

“Relevant Facility Lender”: with respect to any Acquisition Facility Loan, an Acquisition Facility Lender, with respect to any Dollar Working Capital Facility Committed Tranche Loan, a Dollar Working Capital Facility Committed Tranche Lender, with respect to any Dollar Working Capital Facility Uncommitted Tranche Loan, a Dollar Working Capital Facility Uncommitted Tranche Lender and with respect to any Multicurrency Working Capital Facility Loan, a Multicurrency Working Capital Facility Lender.

“Relevant Facility Loan”: with respect to any L/C Reimbursement Loan related to an Acquisition Facility Letter of Credit, an Acquisition Facility Loan, with respect to any L/C Reimbursement Loan related to a Dollar Working Capital Facility Committed Tranche Letter of Credit, a Dollar Working Capital Facility Committed Tranche Loan, with respect to any L/C Reimbursement Loan related to a Dollar Working Capital Facility Uncommitted Tranche Letter of Credit, a Dollar Working Capital Facility Uncommitted Tranche Loan and with respect to any L/C Reimbursement Loan related to a Multicurrency Working Capital Facility Letter of Credit, a Multicurrency Working Capital Facility Loan.

“Relevant Governmental Body”: with respect to any Benchmark, (a) the central bank for the currency applicable to such Benchmark or any central bank or other supervisor that is responsible for supervising either (i) such Benchmark or (ii) the administrator of such Benchmark or (b) any working group or committee officially endorsed or convened by (i) the central bank for the currency applicable to such Benchmark, (ii) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark or (B) the administrator of such Benchmark, (iii) a group of those central banks or other supervisors or (iv) the Financial Stability Board or any part thereof.

“Relevant L/C Participant”: with respect to an Acquisition Facility Letter of Credit, an Acquisition Facility L/C Participant, with respect to a Dollar Working Capital Facility Committed Tranche Letter of Credit, a Dollar Working Capital Facility Committed Tranche L/C Participant, with respect to a Dollar Working Capital Facility Uncommitted Tranche Letter of Credit, a Dollar Working Capital Facility Uncommitted Tranche L/C Participant and with respect to a Multicurrency Working Capital Facility Letter of Credit, a Multicurrency Working Capital Facility L/C Participant.

“Relevant Letter of Credit”: with respect to an Acquisition Facility Issuing Lender, an Acquisition Facility Letter of Credit, with respect to a Dollar Working Capital Facility Committed Tranche Issuing Lender, a Dollar Working Capital Facility Committed Tranche Letter of Credit, with respect to a Dollar Working Capital Facility Uncommitted Tranche Issuing Lender, a Dollar Working Capital Facility Uncommitted Tranche Letter of Credit and with respect to a Multicurrency Working Capital Facility Issuing Lender, a Multicurrency Working Capital Facility Letter of Credit.

“Relevant Swing Line Lenders”: with respect to the Dollar Working Capital Facility Committed Tranche, the Dollar Committed Tranche Swing Line Lenders, with respect to the Dollar Working Capital Facility Uncommitted Tranche, the Dollar Uncommitted Tranche Swing Line Lenders and with respect to the Multicurrency Working Capital Facility, the Multicurrency Working Capital Facility Swing Line Lenders.

“Relevant Working Capital Facility Issuing Lenders”: with respect to the Dollar Working Capital Facility Committed Tranche, the Dollar Working Capital Facility Committed Tranche Issuing Lenders, with respect to the Dollar Working Capital Facility Uncommitted Tranche, the Dollar Working Capital Facility Uncommitted Tranche Issuing Lenders and with respect to the Multicurrency Working Capital Facility, the Multicurrency Working Capital Facility Issuing Lenders.

“Renewal Notice Date”: as defined in Section 3.4(c).

“Replacement Facility”: as defined in Section 4.21(a).

“Replacement Facility Amendment”: as defined in Section 4.21(c).

“Replacement Facility Closing Date”: as defined in Section 4.21(c).

“Replacement Facility Lender”: as defined in Section 4.21(c).

“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty (30) day notice period is waived under PBGC Reg. § 4043.

“Representatives”: as defined in Section 11.16.

“Requested Increase Amount”: as defined in Section 4.1(b)(i).

“Requested Increase Effective Date”: as defined in Section 4.1(b)(i).

“Required Committed Lenders”: at any time, Lenders, the Committed Facilities Credit Exposure Percentages of which aggregate more than 50%; provided, that the Committed Facilities Credit Exposure of any Defaulting Lender shall be excluded from the calculation of Committed Facilities Credit Exposure Percentages in determining the Required Committed Lenders.

“Required Dollar Working Capital Facility Uncommitted Tranche Lenders”: at any time, Lenders under the Dollar Working Capital Facility Uncommitted Tranche, the Dollar Working Capital Facility Uncommitted Tranche Credit Exposure Percentages of which aggregate more than 50%; provided, that the Dollar Working Capital Facility Uncommitted Tranche Credit Exposure of any Defaulting Lender shall be excluded from the calculation of Dollar Working Capital Facility Uncommitted Tranche Credit Exposure Percentages in determining the Required Dollar Working Capital Facility Uncommitted Tranche Lenders.

“Required Lenders”: at any time, Lenders, the Credit Exposure Percentages of which aggregate more than 50%; provided, that the Credit Exposure of any Defaulting Lender shall be excluded from the calculation of Credit Exposure Percentages in determining the Required Lenders.

“Requirement of Law”: as to any Person, any Law or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reserves”: individually and collectively, and without duplication, reserves in respect of inventory that is subject to the rights of suppliers under Section 81.1 of the Bankruptcy and Insolvency Act (Canada), reserves in respect of Prior Claims, any Wage Earner Protection Act Reserve and any other reserves that the Administrative Agent deems necessary in its reasonable discretion to maintain with respect to the Collateral or any Loan Party.

“Reset Date”: as defined in Section 2.7(a).

“Resolution Authority”: an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Person”: (i) with respect to the U.S. Borrower or any Subsidiary, the chief executive officer, president, chairman, chief operating officer, chief accounting officer, chief financial officer, chief risk officer, chief compliance officer, senior vice-president, executive vice-president, vice-president of finance, controller, treasurer or assistant treasurer of the U.S. Borrower or such Subsidiary, as applicable, or any additional natural person notified to the Administrative Agent in an officer’s certificate signed by one or more then existing Responsible Persons of the MLP and that contains a specimen signature of such additional natural person; provided that, with respect to any Borrowing Base Report, “Responsible Person” shall include any vice president responsible for the oversight of the trading and financial operations of the U.S. Borrower or such Subsidiary, as applicable, or any additional natural person notified to the Administrative Agent in an officer’s certificate signed by one or more then existing Responsible Persons of the MLP and that contains a specimen signature of such additional natural person; and (ii) with respect to the MLP, the chief executive officer, president, chairman, chief operating officer, chief accounting officer, chief financial officer, chief risk officer, chief compliance officer, senior vice-president, executive vice-president, vice-president of finance, controller, treasurer or assistant treasurer or any additional natural person notified to the Administrative Agent in an officer’s certificate signed by one or more then existing Responsible Persons of the MLP and that contains a specimen signature of such additional natural person.

“Restatement Effective Date”: the date on which the conditions precedent set forth in Sections 6.1 and 6.2 shall be satisfied or waived, which date is May 19, 2020.

“Restricted Payments”: as defined in Section 8.5.

“RIN”: any renewable identification number associated with the United States government-mandated renewable fuel standards.

“Risk Management Policy”: the risk management policy of the Loan Parties applicable to the funding activities of the Loan Parties as approved by the board of directors of the General Partner (or, after the effectiveness of the Approved Organizational Changes, the board of directors of the MLP) and as in effect as of the Restatement Effective Date, and as the same may be modified in accordance with Section 7.10.

“Sanctioned Country”: at any time, a country or territory which is itself the subject or target of any Sanctions.

“Sanctioned Person”: at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or by the United Nations Security Council, the European Union, any EU member state, Canada or the United Kingdom, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons.

“Sanctions”: economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) the Canadian government or (c) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

“Screen Rate”: the LIBOR Screen Rate and/or the CDOR Screen Rate, as the context may require.

“SEC”: the United States Securities and Exchange Commission.

“SEC Filings”: as defined in Section 7.1.

“Section 4.11 Certificate”: as defined in Section 4.11(e).

“Secured Parties”: collectively, the Administrative Agent, the Lenders (including any Issuing Lender in its capacity as Issuing Lender and any Swing Line Lender in its capacity as Swing Line Lender), any Qualified Cash Management Bank, any Qualified Counterparty and, in each instance, their respective successors and permitted assigns.

“Securities Account”: any “Securities Account” as defined in Section 8-501 of the UCC, any “securities account” as defined under the PPSA and any “securities account” as defined in the Quebec STA.

“Security Agreements”: the collective reference to the U.S. Security Agreement, the Canadian Security Agreement and the Quebec Security Documents.

“Security Documents”: the collective reference to each Account Control Agreement, the Security Agreements, the Pledge Agreements, each Mortgage and Security Agreement, the Canadian Omnibus Amendment Agreement, the U.S. Omnibus Amendment Agreement and each other security document hereafter delivered to the Administrative Agent guaranteeing payment of, or granting a Lien on any asset or assets of any Person to secure any of the Obligations or to secure any guarantee of any such Obligations, and, in each case, any Successor Agent Document in respect of any of the foregoing.

“Semi-Monthly Reporting Date”: the fifteenth (15th) day and the last day of each month.

“Single Employer Plan”: any Plan which is subject to Title IV of ERISA, but which is not a Multiemployer Plan.

“S&P”: Standard and Poor’s Financial Services LLC, or any successor to its rating agency business.

“SOFR”: with respect to any day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.

“Specified Laws”: (i) Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto, (ii) the USA PATRIOT Act and (iii) CAML.

“Specified Period”: the period beginning on the Restatement Effective Date through and including the date that is six months following the Restatement Effective Date.

“Specified Time”: (i) in relation to a Loan in United States Dollars, as of 11:00 a.m., London time and (ii) in relation to a Loan in Canadian Dollars, as of 10:15 a.m. Toronto, Ontario time.

“Specified Transaction”: as defined on Schedule 8.10.

“Sprague Resources Canada”: Sprague Resources Canada ULC, an unlimited liability company formed under the laws of British Columbia.

“Subject Natural Gas Receivables”: as defined in the definition of “Natural Gas Transactions” in this Section 1.1.

“Subject Utility” or “Subject Utilities”: as defined in the definition of “Natural Gas Transactions” in this Section 1.1.

“Subsidiary”: as to any Person, a corporation, partnership or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the MLP. As of the Restatement Effective Date, the Subsidiaries of the MLP are listed on Schedule 5.15.

“Subsidiary Guarantors”: Subject to Section 11.5, Sprague Energy Solutions Inc., Sprague Connecticut Properties LLC, Sprague Terminal Services LLC, Sprague Resources Finance Corp, Wintergreen, Sprague Resources Canada, Sprague Co-op Member LLC, Sprague Natural Gas LLC, Sprague Energy LLC, the U.S. Borrower, the Canadian Borrower and Sprague Transport LLC and, after the Restatement Effective Date, each other Person executing and delivering the Guarantee, or becoming a party to the Guarantee as a guarantor (by supplement or otherwise), pursuant to this Agreement.

“Successor Agent Agreement”: that certain Successor Agents Agreement and Master Assignment, dated as of the date hereof, by and among JPMorgan Chase Bank, N.A., as existing administrative agent, JPMorgan Chase Bank, N.A., Toronto Branch, as existing Canadian agent, JPMorgan Chase Bank, N.A. and BNP Paribas, as existing co-collateral agents, each existing lender or issuing lender party thereto and the Administrative Agent, as successor Administrative Agent, successor Canadian agent and successor collateral agent.

“Successor Agent Documents”: (i) the Successor Agent Agreement, (ii) each mortgage assignment and amendment agreement with respect to each Existing Mortgaged Property, in form and substance reasonably satisfactory to the Administrative Agent, (iii) each Account Control Agreement Amendment and Assignment, in form and substance reasonably satisfactory to the Administrative Agent, (iv) an assignment agreement with respect to each Quebec Security Document that is currently in effect immediately prior to giving effect to the Restatement Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, and (v) each document or agreement entered into with a Loan Party that, in accordance with its terms, is a Successor Agent Document.

“Supermajority Lenders”: at any time, Lenders the Credit Exposure Percentages of which aggregate more than 66 2/3%; provided that the Credit Exposure of any Defaulting Lender shall be excluded from the calculation of Credit Exposure Percentage in determining Supermajority Lenders.

“Swap”: any agreement, contract, or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Amounts due to Qualified Counterparties”: as of any date, the aggregate of all Out of the Money Swap Amounts.

“Swap Obligation”: with respect to any Person, any obligation to pay or perform under any Swap.

“Swing Line Cap”: with respect to the obligation of a Swing Line Lender to make or consider making any Swing Line Loan pursuant to Section 2.3, the aggregate amount of the then outstanding Swing Line Loans made by such Swing Line Lender (in its capacity as a Swing Line Lender) as set forth on Schedule 1.1(H); provided, that Schedule 1.1(H) may be modified from time to time to add any new Swing Line Lender and its Swing Line Cap thereto, to remove any Swing Line Lender and its Swing Line Cap therefrom, or to increase or decrease the Swing Line Cap of any Swing Line Lender, in each case with the prior consent of the Borrowers, the Administrative Agent and any such Swing Line Lender being so added or removed or the Swing Line Cap of which is being so changed; provided, further, that the aggregate amount of outstanding Swing Line Loans shall be subject to Sections 2.5 and 6.2(e).

“Swing Line Lenders”: the Dollar Committed Tranche Swing Line Lenders, the Dollar Uncommitted Tranche Swing Line Lenders and/or the Multicurrency Swing Line Lenders, as the context requires.

“Swing Line Loans”: the Dollar Committed Tranche Swing Line Loans, the Dollar Uncommitted Tranche Swing Line Loans and/or the Multicurrency Swing Line Loans, as the context requires.

“Synthetic Lease”: any lease of property, real or personal, the obligations of the lessee in respect of which are treated as an operating lease for financial accounting purposes and a financing lease for U.S. income tax purposes, in accordance with GAAP.

“Taxes”: as defined in Section 4.11(a).

“Term SOFR”: the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Tier 1 Counterparty”: in relation to an Eligible Account Receivable or Eligible Unbilled Account Receivable, the counterparty thereto to the extent that (a) such counterparty is Investment Grade or (b) such counterparty’s obligations with respect thereto are supported by Acceptable Investment Grade Credit Enhancement.

“Tier 2 Counterparty”: in relation to an Eligible Account Receivable or Eligible Unbilled Account Receivable, the counterparty thereto to the extent that it is not a Tier 1 Counterparty.

“Title Insurance Company”: as defined in Section 6.1(o).

“Total Acquisition Facility Acquisition Extensions of Credit”: an amount equal to the sum of (a) the aggregate unpaid principal amount of Acquisition Facility Loans outstanding at such time, plus (b) the aggregate amount of Acquisition Facility L/C Obligations outstanding at such time, that are, in each case, Acquisition Facility Acquisition Extensions of Credit.

“Total Acquisition Facility Extensions of Credit”: an amount equal to the sum of (a) the aggregate unpaid principal amount of Acquisition Facility Loans outstanding at such time, plus (b) the aggregate amount of Acquisition Facility L/C Obligations outstanding at such time.

“Total Acquisition Facility Working Capital Extensions of Credit”: an amount equal to the sum of (a) the aggregate unpaid principal amount of Acquisition Facility Loans outstanding at such time, plus (b) the aggregate amount of Acquisition Facility L/C Obligations outstanding at such time, that are, in each case, Acquisition Facility Working Capital Extensions of Credit.

“Total Dollar Working Capital Facility Committed Tranche Extensions of Credit”: an amount equal to the sum of (a) the aggregate unpaid principal amount of Dollar Working Capital Facility Committed Tranche Loans and Dollar Committed Tranche Swing Line Loans outstanding at such time, plus (b) the aggregate amount of Dollar Working Capital Facility Committed Tranche L/C Obligations outstanding at such time.

“Total Dollar Working Capital Facility Uncommitted Tranche Extensions of Credit”: an amount equal to the sum of (a) the aggregate unpaid principal amount of Dollar Working Capital Facility Uncommitted Tranche Loans and Dollar Uncommitted Tranche Swing Line Loans outstanding at such time, plus (b) the aggregate amount of Dollar Working Capital Facility Uncommitted Tranche L/C Obligations outstanding at such time.

“Total Dollar Working Capital Facility Uncommitted Tranche Portions”: (i) initially, the aggregate amount of each Dollar Working Capital Facility Uncommitted Tranche Lender’s Dollar Working Capital Facility Uncommitted Tranche Portion (as such Dollar Working Capital Facility Uncommitted Tranche Portion may be increased from time to time pursuant to Section 4.1(b)) and (ii) from and after the first Conversion to Approving Lenders Date, the aggregate amount of each Approving Lender’s Dollar Working Capital Facility Uncommitted Tranche Portion as of the applicable date of determination. As of the Restatement Effective Date, the Total Dollar Working Capital Facility Uncommitted Tranche Portions is $200,000,000.

“Total Extensions of Credit”: at any time, the Total Dollar Working Capital Facility Committed Tranche Extensions of Credit, the Total Dollar Working Capital Facility Uncommitted Tranche Extensions of Credit, the Total Multicurrency Working Capital Facility Extensions of Credit or the Total Acquisition Facility Extensions of Credit at such time, as the context requires.

“Total Multicurrency Working Capital Facility Extensions of Credit”: an amount equal to the Dollar Equivalent of the sum of (a) the aggregate unpaid principal amount of Multicurrency Working Capital Facility Loans and Multicurrency Swing Line Loans outstanding at such time, plus (b) the aggregate amount of Multicurrency Working Capital Facility L/C Obligations outstanding at such time.

“Total Working Capital Facility Extensions of Credit”: an amount equal to the sum of (a) the Total Dollar Working Capital Facility Committed Tranche Extensions of Credit at such time plus (b) the Total Dollar Working Capital Facility Uncommitted Tranche Extensions of Credit at such time plus (c) the Total Multicurrency Working Capital Facility Extensions of Credit at such time.

“Trade Letter of Credit”: a commercial or standby Letter of Credit supporting the purchase of Eligible Commodities giving rise to Eligible Inventory and/or an Eligible Account Receivable no later than sixty (60) days following the date of issuance of such Letter of Credit.

“Trading Business”: with respect to each Lender, the day-to-day activities of such Lender or a division, Subsidiary or Affiliate of such Lender relating to the proprietary purchase, sale, hedging and/or trading of commodities, including Eligible Commodities, and any related derivative transactions.

“Tranche”: Eurocurrency Loans of the same currency, the then-current Interest Periods of which all begin on the same date and end on the same later date (whether or not such Eurocurrency Loans shall originally have been made on the same day).

“Transferee”: as defined in Section 11.7(f).

“Type”: as to any Loan, its nature as a Base Rate Loan, Prime Rate Loan or a Eurocurrency Loan.

“UCC”: the Uniform Commercial Code as from time to time in effect in the State of New York or, as the context requires, any other applicable jurisdiction.

“UCP 600”: as defined in Section 3.4(g).

“UK Financial Institution”: any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority”: the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement”: with respect to a given Benchmark Replacement, such Benchmark Replacement excluding the applicable Benchmark Replacement Adjustment for such Benchmark Replacement.

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

“Unreimbursed Amount”: as defined in Section 3.7(a).

“U.S. Borrower”: as defined in the introductory paragraph of this Agreement.

“U.S. Borrowing Base”: on any date, solely with respect to the assets of the U.S. Loan Parties, an amount equal to:

(i)             100% of Eligible Cash and Cash Equivalents; plus

(ii)            90% of Eligible Tier 1 Accounts Receivable; plus

(iii)           85% of Eligible Unbilled Tier 1 Accounts Receivable; plus

(iv)           85% of Eligible Tier 2 Accounts Receivable; plus

(v)            80% of Eligible Unbilled Tier 2 Accounts Receivable; plus

(vi)           90% of Eligible Hedged Petroleum Inventory; plus

(vii)          85% of Eligible Petroleum Inventory; plus

(viii)         90% of Eligible Hedged Natural Gas Inventory; plus

(ix)           85% of Eligible Natural Gas Inventory; plus

(x)            70% of Eligible Coal Inventory; plus

(xi)           70% of Eligible Asphalt Inventory; plus

(xii)          80% of U.S. Prepaid Purchases; plus

(xiii)         90% of Eligible Net Liquidity in Futures Accounts; plus

(xiv)         85% of Eligible Exchange Receivables; plus

(xv)          80% of Eligible Short Term Unrealized Forward Gains; plus

(xvi)         70% of Eligible Medium Term Unrealized Forward Gains; plus

(xvii)        60% of Eligible Long Term Unrealized Forward Gains; plus

(xviii)       85% of Eligible Letters of Credit Issued for Commodities Not Yet Received; plus

(xix)         100% of Paid But Unexpired Letters of Credit; plus

(xx)          70% of Eligible RINs; plus

(xxi)         95% of Eligible L/C Backed Accounts Receivable; less

(1)              100% of the First Purchaser Lien Amount; less

(2)              100% of Product Taxes; less

(3)              110% of any Swap Amounts due to Qualified Counterparties solely to the extent, and if, such Swap Amounts due to Qualified Counterparties are in excess of $20,000,000; less

(4)              100% of the Overcollateralization Amount.

Any amounts described in categories (i) through (xxi) and (1) through (4) above which may fall into more than one of such categories shall be counted only once under the category with the highest applicable advance rate percentage, when making the calculation under this definition. In addition, any deductions made from the value of any asset included in the U.S. Borrowing Base in respect of counterparty contra, offsets, counterclaims, unrealized forward losses and any other similar charges or claims shall be without duplication. In calculating the U.S. Borrowing Base, the following adjustments shall be made:

(A)             the value of Accounts Receivable to be included in clauses (ii) through (v) and (xxi) shall not exceed $15,000,000 for Accounts Receivables the Account Debtors of which are Eligible Foreign Counterparties;

(B)              (i) the value of that portion of the U.S. Borrowing Base described in clauses (xv) through (xvii), together with the value of that portion of the Kildair Borrowing Base described in clause (xv) thereof, shall not exceed (1) in the aggregate (and after giving effect to the sublimits set forth in clause (i)(2), (i)(3) and (ii) below), the lesser of (a) 30% of the Aggregate Borrowing Base Amount then in effect and (b) $325,000,000, (2) $175,000,000 from Forward Contracts relating to Petroleum Products, or (3) $165,000,000 from Forward Contracts relating to Natural Gas Products and (ii) the value of that portion of the U.S. Borrowing Base described in clause (xvii) shall not exceed $20,000,000;

(C)              any category of the U.S. Borrowing Base shall be calculated taking into account any elimination and reduction related to any potential offset to such asset category;

(D)              the Administrative Agent may, in its reasonable discretion, determine that one or more assets described in clauses (ii), (iii), (iv), (v), (xiv), (xv), (xvi), (xvii), (xx) or (xxi) does not meet the eligibility requirements for inclusion in the U.S. Borrowing Base, and any such assets shall not be included in the U.S. Borrowing Base;

(E)               notwithstanding anything herein to the contrary, no asset shall be eligible in whole or in part for inclusion in the U.S. Borrowing Base to the extent such asset is in violation of the Risk Management Policy;

(F)               the calculation of the value of the assets included in clauses (ii), (iii), (iv), (v), (xiii) and (xxi) with respect to a counterparty shall be net of any Out of the Money Forward Contract Amount attributable to such counterparty (for purposes of this clause (F), any reference to a counterparty shall include all Subsidiaries and Affiliates of such counterparty which affiliation is known or should be known by the Loan Parties, except for a counterparty that holds itself out as an independent credit and separate legal entity with respect to its Subsidiaries and Affiliates, together with such counterparty’s independent Subsidiaries and Affiliates, and is listed on the Independent Entity Schedule);

(G)              the calculation of the value of the assets included in clauses (ii), (iii), (iv), (v), (xii), (xiv), (xv), (xvi) and (xvii) and (xxi) (to the extent that any of the following constitutes a defense to drawing on the letter of credit supporting the applicable Eligible L/C Backed Account Receivable) that are attributable to a single counterparty shall be netted against any contra, offset, counterclaim, unrealized forward losses or obligations of the U.S. Loan Parties with such counterparty including amounts payable to such counterparty (for purposes of this clause (G), any reference to a counterparty shall include all Subsidiaries and Affiliates of such counterparty which affiliation is known or should be known by the Loan Parties, except for a counterparty that holds itself out as an independent credit and separate legal entity with respect to its Subsidiaries and Affiliates, together with such counterparty’s independent Subsidiaries and Affiliates, and is listed on the Independent Entity Schedule); and

(H)              the value of that portion of the U.S. Borrowing Base described in clause (xx) shall not exceed $10,000,000.

The value of the U.S. Borrowing Base at any time shall be the value of the U.S. Borrowing Base as of such date.

“U.S. Loan Party”: any Loan Party organized under the laws of any jurisdiction within the United States (and excluding any Subsidiary of Kildair).

“U.S. Obligations”: any Obligations treated as Obligations of a U.S. Person for U.S. federal income tax purposes.

“U.S. Omnibus Amendment Agreement”: the Omnibus Amendment Agreement, dated as of the Restatement Effective Date, by and among each Loan Party party thereto and the Administrative Agent, which shall amend the U.S. Security Agreement, the U.S. Pledge Agreement, the Guarantee and that certain Collateral Assignment of License, dated as of September 22, 2017 (as amended, restated, supplemented or otherwise modified from time to time), made by the U.S. Borrower in favor of the Administrative Agent.

“U.S. Person”: a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Pledge Agreement”: the Amended and Restated U.S. Pledge Agreement, dated as of December 9, 2014, by (a) any Loan Party organized under the laws of any jurisdiction within the United States and (b) any Loan Party pledging Capital Stock of any Person organized under the laws of any jurisdiction within the United States, in favor of the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.

“U.S. Prepaid Purchases”: as of any date, Eligible Commodities (consisting of Natural Gas Products and Petroleum Products) valued at the then current Value purchased and prepaid by the U.S. Loan Parties from suppliers reasonably acceptable to the Administrative Agent in its sole discretion, with respect to which (w) title shall not have passed to any Loan Party, (x) such Eligible Commodities shall not have been delivered to any Loan Party; provided that such products must be supported by an invoice from said supplier (i) specifying the purpose of the applicable prepayment, and (ii) including a copy of the underlying purchase contract; (y) with respect to prepayment by any Loan Party under any other agreement or arrangement, not more than five (5) Business Days shall have elapsed since such prepayment was made and (z) the Administrative Agent shall have a Perfected First Lien in the right of such Loan Party to receive such Eligible Commodities (including that no provision of any agreement between such supplier and such Loan Party shall prohibit the assignment of a security interest by such Loan Party to the Administrative Agent in such Loan Party’s right to receive such Eligible Commodities).

“U.S. Security Agreement”: the Amended and Restated U.S. Security Agreement, dated as of December 9, 2014, by the Loan Parties organized under the laws of any jurisdiction within the United States, in favor of the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.

“U.S. Subsidiary”: any Subsidiary of the MLP organized under the laws of any jurisdiction within the United States.

“USA PATRIOT Act”: Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

“Valuation Agent”: Muse, Stancil & Co. or such other business valuation firm acceptable to the U.S. Borrower and the Administrative Agent.

“Value”: with respect to any Eligible Commodity or Eligible RIN, the Market Value thereof.

“Wage Earner Protection Act Reserve” on any date of determination, a reserve established from time to time by Administrative Agent in such amount as Administrative Agent determines reflects the amounts that may become due under the Wage Earner Protection Program Act (Canada) with respect to the employees of any Loan Party employed in Canada which would give rise to a Lien with priority under applicable law over the Lien securing the Obligations.

“Weighted Average Life to Maturity”: when applied to any Indebtedness at any date, the number of years obtained by dividing (i) the sum of the products obtained by multiplying (x) the amount of each then remaining installment or other required scheduled payments of principal, including payment at final maturity, in respect thereof, by (y) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (ii) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Subsidiary”: as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

“Wintergreen”: Wintergreen Transport Corporation ULC, an unlimited liability company formed under the laws of British Columbia (being the successor by way of amalgamation to Transit P.M. ULC and Wintergreen Transport Corporation ULC).

“Working Capital Facility”: the Dollar Working Capital Facility Committed Tranche, the Dollar Working Capital Facility Uncommitted Tranche and/or the Multicurrency Working Capital Facility, as the context requires.

“Working Capital Facility Commitments”: the Dollar Working Capital Facility Commitments and/or the Multicurrency Working Capital Facility Commitments, as the context requires.

“Working Capital Facility Letter of Credit”: a Dollar Working Capital Facility Committed Tranche Letter of Credit, a Dollar Working Capital Facility Uncommitted Tranche Letter of Credit and/or a Multicurrency Working Capital Facility Letter of Credit, as the context requires.

“Working Capital Facility Lender”: any Dollar Working Capital Facility Committed Tranche Lender, any Dollar Working Capital Facility Uncommitted Tranche Lender and/or any Multicurrency Working Capital Facility Lender, as the context requires.

“Working Capital Facility Loan”: a Dollar Working Capital Facility Committed Tranche Loan, a Dollar Working Capital Facility Uncommitted Tranche Loan and/or a Multicurrency Working Capital Facility Loan, as the context requires.

“Working Capital Facility Utilization”: with respect to the sum of the aggregate Dollar Working Capital Facility Commitments plus the aggregate Dollar Working Capital Facility Uncommitted Tranche Portions plus the aggregate Multicurrency Working Capital Facility Commitments, for any fiscal quarter, an amount (expressed as a percentage) equal to the quotient of (a) the quotient of (i) the sum of the applicable Total Working Capital Facility Extensions of Credit outstanding as of the close of business on each day during such fiscal quarter divided by (ii) the number of days in such fiscal quarter divided by (b) the sum of the aggregate Dollar Working Capital Facility Commitments plus the aggregate Dollar Working Capital Facility Uncommitted Tranche Portions plus the aggregate Multicurrency Working Capital Facility Commitments, in each case, in effect on the last Business Day of such fiscal quarter.

“Write-Down and Conversion Powers”: (a) 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, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.2              Other Definitional Provisions; Terms Generally. (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any Notes or any other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b)               Except as provided for herein (including, for the avoidance of doubt, the proviso in the definition of “Financing Lease”), as used herein and in any Notes, any other Loan Documents and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the MLP and its Subsidiaries not defined in Section 1.1 and (subject to Section 1.2(c)) accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP (provided that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the U.S. Borrower or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof).

(c)               The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule, Exhibit and Annex references are to this Agreement unless otherwise specified.

(d)               The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e)               Unless otherwise expressly provided herein, (i) references to Governing Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, waivers, supplements and other modifications thereto (including, without limitation, pursuant to the Canadian Omnibus Amendment Agreement and the U.S. Omnibus Amendment Agreement) and (ii) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

(f)                As used herein and in any Notes, any other Loan Documents and any certificate or other document made or delivered pursuant hereto or thereto, (i) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation” and (ii) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights.

1.3              Rounding. Any financial ratios required to be maintained by the U.S. Borrower and/or the Loan Parties pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.4              Quebec Matters. For purposes of any assets, liabilities or entities located in the Province of Québec and for all other purposes pursuant to which the interpretation or construction of this Agreement may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec, (a) “personal property” shall include “movable property”, (b) “real property” or “real estate” shall include “immovable property”, (c) “tangible property” shall include “corporeal property”, (d) “intangible property” shall include “incorporeal property”, (e) “security interest”, “mortgage” and “lien” shall include a “hypothec”, “right of retention”, “prior claim” and a resolutory clause, (f) all references to filing, perfection, priority, remedies, registering or recording under the UCC or a Personal Property Security Act shall include publication under the Civil Code of Québec, (g) all references to “perfection” of or “perfected” liens or security interest shall include a reference to an “opposable” or “set up” lien or security interest as against third parties, (h) any “right of offset”, “right of setoff” or similar expression shall include a “right of compensation”, (i) “goods” shall include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, (j) an “agent” shall include a “mandatary”, (k) “construction liens” shall include “legal hypothecs”; (l) “joint and several” shall include “solidary”; (m) “gross negligence or willful misconduct” shall be deemed to be “intentional or gross fault”; (n) “registered ownership held for a beneficial owner” shall include “ownership on behalf of another as mandatary”; (o) “easement” shall include “servitude”; (p) “priority” shall include “prior claim”; (q) “survey” shall include “certificate of location and plan”; (r) “state” shall include “province”; (s) “fee simple title” shall include “absolute ownership”; (t) “accounts” shall include “claims”.

1.5              Divisions. Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a Person (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company, or segregated series of a Person, shall constitute a separate Person hereunder (and each division of any limited liability company or segregated series of a Person that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

1.6              Interest Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to (a) the administration of, submission of, calculation of or any other matter related to the rates in the definition of “Eurocurrency Base Rate”, any component definition thereof or rates referenced in the definition thereof or any alternative, comparable or successor rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, comparable or successor rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, any rate in the definition of “Eurocurrency Base Rate”, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.

SECTION 2         AMOUNT AND TERMS OF THE LOANS, COMMITMENTS and DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE PORTIONS

2.1              Working Capital Facility Loans. (a)  Subject to the terms and conditions hereof, each Dollar Working Capital Facility Committed Tranche Lender severally shall make revolving credit loans under the Dollar Working Capital Facility Commitments (the “Dollar Working Capital Facility Committed Tranche Loans”) to the Borrowers in an amount requested by the applicable Borrower from time to time during the Dollar Working Capital Facility Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Dollar Working Capital Facility Committed Tranche Lender’s then outstanding Dollar Working Capital Facility Committed Tranche Extensions of Credit (after giving effect to any application of proceeds of such Dollar Working Capital Facility Committed Tranche Loans pursuant to Section 2.6), does not exceed such Lender’s Dollar Working Capital Facility Commitment at such time; provided that, after giving effect to any Dollar Working Capital Facility Committed Tranche Loan requested by any Borrower, each of the conditions set forth in Section 6.2 shall be satisfied or waived. Dollar Working Capital Facility Committed Tranche Loans may be denominated only in United States Dollars and may from time to time be (i) Eurocurrency Loans, (ii) Base Rate Loans or (iii) a combination thereof, in each case, as the applicable Borrower shall notify the Administrative Agent in accordance with Sections 2.5 and 4.3. No Dollar Working Capital Facility Committed Tranche Loan shall be made as a Eurocurrency Loan after the day that is one (1) month prior to the Dollar Working Capital Facility Commitment Termination Date.

(b)              Subject to the terms and conditions hereof, each Dollar Working Capital Facility Uncommitted Tranche Lender severally shall, on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis, consider making revolving credit loans under the Dollar Working Capital Facility Uncommitted Tranche Portions (the “Dollar Working Capital Facility Uncommitted Tranche Loans”) to the Borrowers in an amount requested by the applicable Borrower from time to time during the Dollar Working Capital Facility Uncommitted Tranche Period in an aggregate principal amount at any one time outstanding which, when added to such Dollar Working Capital Facility Uncommitted Tranche Lender’s then outstanding Dollar Working Capital Facility Uncommitted Tranche Extensions of Credit (after giving effect to any application of proceeds of such Dollar Working Capital Facility Uncommitted Tranche Loans pursuant to Section 2.6), does not exceed such Lender’s Dollar Working Capital Facility Uncommitted Tranche Portion at such time; provided that, after giving effect to any Dollar Working Capital Facility Uncommitted Tranche Loan requested by any Borrower, each of the conditions set forth in Section 6.2 shall be satisfied or waived. Dollar Working Capital Facility Uncommitted Tranche Loans may be denominated only in United States Dollars and may from time to time be (i) Eurocurrency Loans, (ii) Base Rate Loans or (iii) a combination thereof, in each case, as the applicable Borrower shall notify the Administrative Agent in accordance with Sections 2.5 and 4.3. No Dollar Working Capital Facility Uncommitted Tranche Loan shall be made as a Eurocurrency Loan after the day that is one (1) month prior to the Dollar Working Capital Facility Uncommitted Tranche Termination Date. NO DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE LENDER SHALL HAVE ANY COMMITMENT OR OBLIGATION TO MAKE ANY DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE LOAN HEREUNDER UNLESS AND UNTIL SUCH DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE LENDER AFFIRMATIVELY COMMITS OR IS DEEMED TO HAVE COMMITTED UNDER SECTION 2.5(d) TO SUCH REQUESTED FUNDING TRANSACTION. NOTHING CONTAINED HEREIN SHALL OTHERWISE COMMIT OR OBLIGATE ANY DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE LENDER, OR BE INTERPRETED AS A PROMISE OR COMMITMENT BY ANY DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE LENDER, TO MAKE OR ELECT TO MAKE ANY SUCH DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE LOAN UNLESS AND UNTIL SUCH DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE LENDER AFFIRMATIVELY COMMITS OR IS DEEMED TO HAVE COMMITTED UNDER SECTION 2.5(d) TO SUCH REQUESTED FUNDING TRANSACTION.

(c)              Subject to the terms and conditions hereof, each Multicurrency Working Capital Facility Lender severally shall make revolving credit loans under the Multicurrency Working Capital Facility Commitments (the “Multicurrency Working Capital Facility Loans”) to the Borrowers in an amount requested by the applicable Borrower from time to time during the Multicurrency Working Capital Facility Commitment Period in an aggregate principal amount at any one time outstanding such that the Dollar Equivalent of such Multicurrency Working Capital Facility Loan, when added to the Dollar Equivalent of such Multicurrency Working Capital Facility Lender’s then outstanding Multicurrency Working Capital Facility Extensions of Credit (after giving effect to any application of proceeds of such Multicurrency Working Capital Facility Loans pursuant to Section 2.6), does not exceed such Lender’s Multicurrency Working Capital Facility Commitment at such time; provided that, after giving effect to any Multicurrency Working Capital Facility Loan requested by any Borrower, each of the conditions set forth in Section 6.2 shall be satisfied or waived. Multicurrency Working Capital Facility Loans may be denominated in United States Dollars or Canadian Dollars (as the applicable Borrower shall notify the Administrative Agent in accordance with Section 2.5) and may from time to time be (x) with respect to Multicurrency Working Capital Facility Loans denominated in United States Dollars, (i) Eurocurrency Loans, (ii) Base Rate Loans or (iii) a combination thereof and (y) with respect to Multicurrency Working Capital Facility Loans denominated in Canadian Dollars, (i) Eurocurrency Loans, (ii) Prime Rate Loans or (iii) a combination thereof, in each case, as the applicable Borrower shall notify the Administrative Agent in accordance with Sections 2.5 and 4.3. No Multicurrency Working Capital Facility Loan shall be made as a Eurocurrency Loan after the day that is one (1) month prior to the Multicurrency Working Capital Facility Commitment Termination Date.

(d)              During the Dollar Working Capital Facility Commitment Period, the Borrowers may borrow, prepay the Dollar Working Capital Facility Committed Tranche Loans in whole or in part, and reborrow Dollar Working Capital Facility Committed Tranche Loans, all in accordance with the terms and conditions hereof. During the Dollar Working Capital Facility Uncommitted Tranche Period, the Borrowers may borrow, prepay the Dollar Working Capital Facility Uncommitted Tranche Loans in whole or in part, and reborrow Dollar Working Capital Facility Uncommitted Tranche Loans, all in accordance with the terms and conditions hereof. During the Multicurrency Working Capital Facility Commitment Period, the Borrowers may borrow, prepay the Multicurrency Working Capital Facility Loans in whole or in part, and reborrow Multicurrency Working Capital Facility Loans, all in accordance with the terms and conditions hereof.

(e)               Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or (ii) result in adverse consequences to the Borrowers.

2.2              [Reserved].

2.3              Swing Line Loans. (a)  Subject to the terms and conditions hereof, the Dollar Committed Tranche Swing Line Lenders shall make a portion of the credit under the Dollar Working Capital Facility Commitments available to the Borrowers by making swing line loans (individually, a “Dollar Committed Tranche Swing Line Loan” and, collectively, the “Dollar Committed Tranche Swing Line Loans”) to the applicable Borrower from time to time in United States Dollars during the Dollar Working Capital Facility Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the Dollar Swing Line Loan Sub-Limit then in effect; provided that (i) the sum of (x) the Dollar Committed Tranche Swing Line Exposure of such Swing Line Lender, (y) the aggregate principal amount of outstanding Dollar Working Capital Facility Committed Tranche Loans made by such Swing Line Lender (in its capacity as a Dollar Working Capital Facility Committed Tranche Lender) and (z) the Dollar Committed Tranche L/C Exposure of such Swing Line Lender (in its capacity as a Dollar Working Capital Facility Committed Tranche Lender) may not exceed such Swing Line Lender’s Dollar Working Capital Facility Commitment then in effect and (ii) the Borrowers shall not request, and no Dollar Committed Tranche Swing Line Lender shall make, any Dollar Committed Tranche Swing Line Loan if, after giving effect to the making of such Dollar Committed Tranche Swing Line Loan, the aggregate amount of the Available Dollar Working Capital Facility Commitments would be less than zero; provided further that, after giving effect to any Dollar Committed Tranche Swing Line Loan requested by any Borrower, each of the conditions set forth in Section 6.2 shall be satisfied or waived. During the Dollar Working Capital Facility Commitment Period, the Borrowers may use the Dollar Swing Line Loan Sub-Limit by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Any Borrower may request a Dollar Committed Tranche Swing Line Loan and such Dollar Committed Tranche Swing Line Loan shall not be required to be requested ratably among the Dollar Committed Tranche Swing Line Lenders.

Notwithstanding anything herein to the contrary, no Dollar Committed Tranche Swing Line Lender shall be obligated to make any Dollar Committed Tranche Swing Line Loan if, after giving effect to the making of such Dollar Committed Tranche Swing Line Loan, the aggregate amount of the then outstanding Swing Line Loans made by such Swing Line Lender (in its capacity as a Swing Line Lender) would exceed such Swing Line Lender’s Swing Line Cap; provided, that subject to the terms and conditions hereof, each Dollar Committed Tranche Swing Line Lender may make any Dollar Committed Tranche Swing Line Loan on a discretionary basis during such time as the aggregate amount of the then outstanding Swing Line Loans made by such Swing Line Lender (in its capacity as a Swing Line Lender) exceed such Swing Line Lender’s Swing Line Cap, but the Swing Line Lender shall have no obligation to do so.

(b)              Subject to the terms and conditions hereof, the Dollar Uncommitted Tranche Swing Line Lenders shall, on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY BASIS, consider making a portion of the credit under the Dollar Working Capital Facility Uncommitted Tranche Portions available to the Borrowers by making swing line loans (individually, a “Dollar Uncommitted Tranche Swing Line Loan” and, collectively, the “Dollar Uncommitted Tranche Swing Line Loans”) to the applicable Borrower from time to time in United States Dollars during the Dollar Working Capital Facility Uncommitted Tranche Period in an aggregate principal amount at any one time outstanding not to exceed the Dollar Swing Line Loan Sub-Limit then in effect; provided that (i) the sum of (x) the Dollar Uncommitted Tranche Swing Line Exposure of such Swing Line Lender, (y) the aggregate principal amount of outstanding Dollar Working Capital Facility Uncommitted Tranche Loans made by such Swing Line Lender (in its capacity as a Dollar Working Capital Facility Uncommitted Tranche Lender) and (z) the Dollar Uncommitted Tranche L/C Exposure of such Swing Line Lender (in its capacity as a Dollar Working Capital Facility Uncommitted Tranche Lender) may not exceed such Swing Line Lender’s Dollar Working Capital Facility Uncommitted Tranche Portion then in effect and (ii) the Borrowers shall not request, and no Dollar Uncommitted Tranche Swing Line Lender shall consider making, any Dollar Uncommitted Tranche Swing Line Loan if, after giving effect to the making of such Dollar Uncommitted Tranche Swing Line Loan, the aggregate amount of the Available Dollar Working Capital Facility Uncommitted Tranche Portions would be less than zero; provided further that, after giving effect to any Dollar Uncommitted Tranche Swing Line Loan requested by any Borrower, each of the conditions set forth in Section 6.2 shall be satisfied or waived. During the Dollar Working Capital Facility Uncommitted Tranche Period, the Borrowers may use the Dollar Swing Line Loan Sub-Limit by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Any Borrower may request a Dollar Uncommitted Tranche Swing Line Loan and such Dollar Uncommitted Tranche Swing Line Loan shall not be required to be requested ratably among the Dollar Uncommitted Tranche Swing Line Lenders. NO DOLLAR UNCOMMITTED TRANCHE SWING LINE LENDER SHALL HAVE ANY COMMITMENT OR OBLIGATION TO MAKE ANY DOLLAR UNCOMMITTED TRANCHE SWING LINE LOAN HEREUNDER. NOTHING CONTAINED HEREIN SHALL OTHERWISE COMMIT OR OBLIGATE ANY DOLLAR UNCOMMITTED TRANCHE SWING LINE LENDER, OR BE INTERPRETED AS A PROMISE OR COMMITMENT BY ANY DOLLAR UNCOMMITTED TRANCHE SWING LINE LENDER TO MAKE OR ELECT TO MAKE ANY SUCH DOLLAR UNCOMMITTED TRANCHE SWING LINE LOAN.

Notwithstanding anything herein to the contrary, but without limiting the uncommitted nature of the Dollar Working Capital Facility Uncommitted Tranche, no Dollar Uncommitted Tranche Swing Line Lender shall be obligated to consider making any Dollar Uncommitted Tranche Swing Line Loan if, after giving effect to the making of such Dollar Uncommitted Tranche Swing Line Loan, the aggregate amount of the then outstanding Swing Line Loans made by such Swing Line Lender (in its capacity as a Swing Line Lender) would exceed such Swing Line Lender’s Swing Line Cap; provided, that subject to the terms and conditions hereof, each Dollar Uncommitted Tranche Swing Line Lender may consider making any Dollar Uncommitted Tranche Swing Line Loan on a discretionary basis during such time as the aggregate amount of the then outstanding Swing Line Loans made by such Swing Line Lender (in its capacity as a Swing Line Lender) exceed such Swing Line Lender’s Swing Line Cap, but such Swing Line Lender shall have no obligation to do so.

(c)               Subject to the terms and conditions hereof, the Multicurrency Swing Line Lenders shall make a portion of the credit under the Multicurrency Working Capital Facility Commitments available to the Borrowers by making swing line loans (individually, a “Multicurrency Swing Line Loan” and, collectively, the “Multicurrency Swing Line Loans”) to the applicable Borrower from time to time in United States Dollars or Canadian Dollars (as the applicable Borrower shall notify the Administrative Agent in accordance with Section 2.5) during the Multicurrency Working Capital Facility Commitment Period in an aggregate principal amount at any one time outstanding such that the Dollar Equivalent thereof does not exceed the Multicurrency Swing Line Loan Sub-Limit then in effect; provided that (i) the sum of (x) the Dollar Equivalent of the Multicurrency Swing Line Exposure of such Swing Line Lender, (y) the Dollar Equivalent of the aggregate principal amount of outstanding Multicurrency Working Capital Facility Loans made by such Swing Line Lender (in its capacity as a Multicurrency Working Capital Facility Lender) and (z) the Dollar Equivalent of the Multicurrency L/C Exposure of such Swing Line Lender (in its capacity as a Multicurrency Working Capital Facility Lender) may not exceed such Swing Line Lender’s Multicurrency Working Capital Facility Commitment then in effect and (ii) the Borrowers shall not request, and no Multicurrency Swing Line Lender shall make, any Multicurrency Swing Line Loan if, after giving effect to the making of such Multicurrency Swing Line Loan, the aggregate amount of the Available Multicurrency Working Capital Facility Commitments would be less than zero; provided further that, after giving effect to any Multicurrency Swing Line Loan requested by any Borrower, each of the conditions set forth in Section 6.2 shall be satisfied or waived. During the Multicurrency Working Capital Facility Commitment Period, the Borrowers may use the Multicurrency Swing Line Loan Sub-Limit by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Any Borrower may request a Multicurrency Swing Line Loan and such Multicurrency Swing Line Loan shall not be required to be requested ratably among the Multicurrency Swing Line Lenders.

Notwithstanding anything herein to the contrary, no Multicurrency Swing Line Lender shall be obligated to make any Multicurrency Swing Line Loan if, after giving effect to the making of such Multicurrency Swing Line Loan, the aggregate amount of the then outstanding Swing Line Loans made by such Swing Line Lender (in its capacity as a Swing Line Lender) would exceed such Swing Line Lender’s Swing Line Cap; provided, that subject to the terms and conditions hereof, each Multicurrency Swing Line Lender may make any Multicurrency Swing Line Loan on a discretionary basis during such time as the aggregate amount of the then outstanding Swing Line Loans made by such Swing Line Lender (in its capacity as a Swing Line Lender) exceed such Swing Line Lender’s Swing Line Cap, but the Swing Line Lender shall have no obligation to do so.

(d)               Swing Line Loans (i) denominated in United States Dollars shall be Base Rate Loans and (ii) denominated in Canadian Dollars shall be Prime Rate Loans.

2.4              Acquisition Facility Loans. (a)  Subject to the terms and conditions hereof, each Acquisition Facility Lender severally shall make loans under the Acquisition Facility Commitments (the “Acquisition Facility Loans”) to the Borrowers in an amount requested by the applicable Borrower from time to time during the Acquisition Facility Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Acquisition Facility Lender’s then outstanding Acquisition Facility Extensions of Credit, does not exceed such Acquisition Facility Lender’s Acquisition Facility Commitment at such time; provided that, after giving effect to any Acquisition Facility Loan requested by any Borrower, each of the conditions set forth in Section 6.2 shall be satisfied or waived. During the Acquisition Facility Commitment Period, the Borrowers may borrow, prepay the Acquisition Facility Loans in whole or in part, and reborrow Acquisition Facility Loans, all in accordance with the terms and conditions hereof.

(b)               Acquisition Facility Loans may be denominated only in United States Dollars and may from time to time be (i) Eurocurrency Loans, (ii) Base Rate Loans or (iii) a combination thereof, in each case, as the applicable Borrower shall notify the Administrative Agent in accordance with Sections 2.5 and 4.3. No Acquisition Facility Loan shall be made as a Eurocurrency Loan after the day that is one (1) month prior to the Acquisition Facility Commitment Termination Date.

2.5              Procedure for Borrowing Loans. (a)  The Borrowers may borrow Acquisition Facility Loans, Dollar Working Capital Facility Committed Tranche Loans, Multicurrency Working Capital Facility Loans, Dollar Committed Tranche Swing Line Loans or Multicurrency Swing Line Loans during the applicable Commitment Period or Dollar Working Capital Facility Uncommitted Tranche Loans or Dollar Uncommitted Tranche Swing Line Loans during the Dollar Working Capital Facility Uncommitted Tranche Period, in each case, on any Business Day; provided that the applicable Borrower shall give the Administrative Agent and (solely in the case of Swing Line Loans) the applicable Swing Line Lender, irrevocable notice (which notice must be received by the Administrative Agent (x) in the case of a Working Capital Facility Loan or Acquisition Facility Loan, prior to 1:00 p.m. (New York City time), (A) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Working Capital Facility Loans or Acquisition Facility Loans are to be initially Eurocurrency Loans, or (B) on the same Business Day of the requested Borrowing Date, otherwise, and (y) in the case of a Swing Line Loan (A) under the Dollar Working Capital Facility, prior to 3:00 p.m. (New York City time) on the requested Borrowing Date and (B) under the Multicurrency Working Capital Facility, prior to 2:00 p.m. (New York City time) on the requested Borrowing Date, in each case, in the form attached hereto as Annex I (the “Borrowing Notice”), specifying:

(i)          whether the borrowing is to be an Acquisition Facility Loan, Dollar Working Capital Facility Committed Tranche Loan, Dollar Working Capital Facility Uncommitted Tranche Loan, Multicurrency Working Capital Facility Loan, Dollar Committed Tranche Swing Line Loan, Dollar Uncommitted Tranche Swing Line Loan or a Multicurrency Swing Line Loan;

(ii)         the amount to be borrowed;

(iii)        the requested Borrowing Date;

(iv)       in the case of a Multicurrency Working Capital Facility Loan or a Multicurrency Swing Line Loan, whether such Loan is to be denominated in United States Dollars or Canadian Dollars;

(v)         in the case of a Swing Line Loan, the applicable Swing Line Lender such borrowing is being requested from;

(vi)        in the case of an Acquisition Facility Loan, whether the borrowing is to be an Acquisition Facility Acquisition Extension of Credit, an Acquisition Facility Working Capital Extension of Credit or an Acquisition Facility Maintenance Cap-Ex Extension of Credit;

(vii)       in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, the purpose of such Loan;

(viii)      in the case of a Dollar Working Capital Facility Loan, a Multicurrency Working Capital Facility Loan denominated in United States Dollars or an Acquisition Facility Loan, whether the borrowing is to be a Base Rate Loan, a Eurocurrency Loan or a combination thereof;

(ix)        in the case of a Multicurrency Working Capital Facility Loan denominated in Canadian Dollars, whether the borrowing is to be a Prime Rate Loan, a Eurocurrency Loan or a combination thereof;

(x)         in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, if the borrowing is to be entirely or partly of Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor.

(b)              Each borrowing of Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans shall be in an amount equal to (x) in the case of Base Rate Loans or Prime Rate Loans, $100,000 or C$100,000, as applicable, or a whole multiple of $100,000 or C$100,000, as applicable, in excess thereof (or, if the then aggregate Available Commitments or Available Dollar Working Capital Facility Uncommitted Tranche Portions applicable to such Loans of all Lenders of such Loans are less than $100,000 or the Dollar Equivalent of C$100,000, as applicable, such lesser amount) and (y) in the case of Eurocurrency Loans, $1,000,000 or C$1,000,000, as applicable, or a whole multiple of $100,000 or C$100,000, as applicable in excess thereof.

(c)               Upon receipt of any notice from any Borrower pursuant to Section 2.5(a) with respect to a requested borrowing of Acquisition Facility Loans, the Administrative Agent shall promptly notify each Acquisition Facility Lender thereof, upon receipt of any notice from any Borrower pursuant to Section 2.5(a) with respect to a requested borrowing of Dollar Working Capital Facility Committed Tranche Loans (other than a notice in respect of a Dollar Committed Tranche Swing Line Loan), the Administrative Agent shall promptly notify each Dollar Working Capital Facility Committed Tranche Lender thereof, upon receipt of any notice from any Borrower pursuant to Section 2.5(a) with respect to a requested borrowing of a Dollar Committed Tranche Swing Line Loan, the Administrative Agent shall promptly notify the applicable Dollar Committed Tranche Swing Line Lender thereof, upon receipt of any notice from any Borrower pursuant to Section 2.5(a) with respect to a requested borrowing of Multicurrency Working Capital Facility Loans (other than a notice in respect of a Multicurrency Swing Line Loan), the Administrative Agent shall promptly notify each Multicurrency Working Capital Facility Lender thereof and upon receipt of any notice from any Borrower pursuant to Section 2.5(a) with respect to a requested borrowing of a Multicurrency Swing Line Loan, the Administrative Agent shall promptly notify the applicable Multicurrency Swing Line Lender thereof. Subject to the satisfaction or waiver of the conditions contained in Section 6.2, each Dollar Working Capital Facility Committed Tranche Lender shall make the amount of its Dollar Working Capital Facility Commitment Percentage of each such borrowing of Dollar Working Capital Facility Committed Tranche Loans (other than Dollar Committed Tranche Swing Line Loans), each Multicurrency Working Capital Facility Lender shall make the amount of its Multicurrency Working Capital Facility Commitment Percentage of each such borrowing of Multicurrency Working Capital Facility Loans (other than Multicurrency Swing Line Loans) and each Acquisition Facility Lender shall make the amount of its Acquisition Facility Commitment Percentage of each such borrowing of Acquisition Facility Loans, available to the Administrative Agent for the account of the applicable Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 3:00 p.m. (New York City time) on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent. Each Loan (other than a Dollar Committed Tranche Swing Line Loan and a Multicurrency Swing Line Loan) so requested will then promptly, and not later than 3:30 p.m. (New York City time), be made available on the Borrowing Date to such Borrower by the Administrative Agent by wire transfer to the account of such Borrower set forth on Schedule 2.2 or to such other account as may be specified by such Borrower in like funds as received by the Administrative Agent.

Notwithstanding the foregoing, on the Restatement Effective Date, (i) Existing Lender shall not be required to advance any Dollar Working Capital Facility Committed Tranche Loans to the extent of its Existing Dollar Working Capital Facility Loans (it being understood that on the Restatement Effective Date, such Existing Dollar Working Capital Facility Loans shall be deemed to be Dollar Working Capital Facility Committed Tranche Loans and such portion of the Existing Dollar Working Capital Facility Loans that were Base Rate Loans shall be Dollar Working Capital Facility Committed Tranche Loans that are Base Rate Loans and such portion of the Existing Dollar Working Capital Facility Loans that were Eurocurrency Loans shall be Dollar Working Capital Facility Committed Tranche Loans that are Eurocurrency Loans (it being understood that for each tranche of Existing Dollar Working Capital Facility Loans that were Eurocurrency Loans, the initial Interest Period for such tranche shall be the Interest Period applicable to such tranche of Existing Dollar Working Capital Facility Loans immediately prior to the Restatement Effective Date)) and the Dollar Working Capital Facility Committed Tranche Lenders (other than the Existing Lender) shall advance funds to the Administrative Agent no later than 3:00 p.m. (New York City time) on the Restatement Effective Date as shall be required (and the Dollar Working Capital Facility Committed Tranche Loans of the Existing Lender shall be repaid as required) such that each Lender’s share of outstanding Dollar Working Capital Facility Committed Tranche Loans on the Restatement Effective Date is equal to its Dollar Working Capital Facility Commitment Percentage on the Restatement Effective Date, (ii) the Existing Lender shall not be required to advance any Multicurrency Working Capital Facility Loans to the extent of its Existing Multicurrency Working Capital Facility Loans (it being understood that on the Restatement Effective Date, such Existing Multicurrency Working Capital Facility Loans denominated in United States Dollars shall be deemed to be Multicurrency Working Capital Facility Loans denominated in United States Dollars, such Existing Multicurrency Working Capital Facility Loans denominated in Canadian Dollars shall be deemed to be Multicurrency Working Capital Facility Loans denominated in Canadian Dollars, and such portion of the Existing Multicurrency Working Capital Facility Loans that were Base Rate Loans shall be Multicurrency Working Capital Facility Loans that are Base Rate Loans, such portion of the Existing Multicurrency Working Capital Facility Loans that were Eurocurrency Loans shall be Multicurrency Working Capital Facility Loans that are Eurocurrency Loans (it being understood that for each tranche of Existing Multicurrency Working Capital Facility Loans that were Eurocurrency Loans, the initial Interest Period for such tranche shall be the Interest Period applicable to such tranche of Existing Multicurrency Working Capital Facility Loans immediately prior to the Restatement Effective Date) and such portion of the Existing Multicurrency Working Capital Facility Loans that were Prime Rate Loans shall be Multicurrency Working Capital Facility Loans that are Prime Rate Loans) and the Multicurrency Working Capital Facility Lenders (other than the Existing Lender) on the Restatement Effective Date as shall be required (and the Multicurrency Working Capital Facility Loans of the Existing Lender shall be repaid as required) such that each Lender’s share of outstanding Multicurrency Working Capital Facility Loans on the Restatement Effective Date is equal to its Multicurrency Working Capital Facility Commitment Percentage on the Restatement Effective Date and (iii) the Existing Lender shall not be required to advance any Acquisition Facility Loans to the extent of its Existing Acquisition Facility Loans (it being understood that on the Restatement Effective Date, such Existing Acquisition Facility Loans shall be deemed to be Acquisition Facility Loans and such portion of the Existing Acquisition Facility Loans that were Base Rate Loans shall be Acquisition Facility Loans that are Base Rate Loans and such portion of the Existing Acquisition Facility Loans that were Eurocurrency Loans shall be Acquisition Facility Loans that are Eurocurrency Loans (it being understood that for each tranche of Existing Acquisition Facility Loans that were Eurocurrency Loans, the initial Interest Period for such tranche shall be the Interest Period applicable to such tranche of Existing Acquisition Facility Loans immediately prior to the Restatement Effective Date)) and the Acquisition Facility Lenders (other than the Existing Lender) shall advance funds to the Administrative Agent no later than 3:00 p.m. (New York City time) on the Restatement Effective Date as shall be required (and the Acquisition Facility Loans of the Existing Lender shall be repaid as required) such that each Acquisition Facility Lender’s share of outstanding Acquisition Facility Loans on the Restatement Effective Date is equal to its Acquisition Facility Commitment Percentage on the Restatement Effective Date; provided, that, in each case, for the ease of the parties, all such payments may be net of the amount that the Existing Lender owes to any such Lender pursuant to the terms of the Successor Agent Agreement.

(d)               Upon receipt of any notice from any Borrower pursuant to Section 2.5(a) with respect to a requested borrowing of Dollar Working Capital Facility Uncommitted Tranche Loans (other than a notice in respect of a Dollar Uncommitted Tranche Swing Line Loan), the Administrative Agent shall promptly notify each Dollar Working Capital Facility Uncommitted Tranche Lender thereof and upon receipt of any notice from any Borrower pursuant to Section 2.5(a) with respect to a requested borrowing of a Dollar Uncommitted Tranche Swing Line Loan, the Administrative Agent shall promptly notify the applicable Dollar Uncommitted Tranche Swing Line Lender thereof. Subject to the satisfaction or waiver of the conditions contained in Section 6.2 and unless a Dollar Working Capital Facility Uncommitted Tranche Lender has provided the Administrative Agent with a Declining Lender Notice prior to 10:00 a.m. (New York City time) on the applicable Borrowing Date, each Dollar Working Capital Facility Uncommitted Tranche Lender that has not so provided a Declining Lender Notice will be deemed to have approved such requested borrowing of Dollar Working Capital Facility Uncommitted Tranche Loans (other than Dollar Uncommitted Tranche Swing Line Loans) and shall make the amount of its Dollar Working Capital Facility Uncommitted Tranche Percentage of each such borrowing of Dollar Working Capital Facility Uncommitted Tranche Loans (other than Dollar Uncommitted Tranche Swing Line Loans) available to the Administrative Agent for the account of the applicable Borrower at the Administrative Agent’s office specified in Section 11.2 prior to 3:00 p.m. (New York City time) on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent. Each Loan (other than a Dollar Uncommitted Tranche Swing Line Loan) so requested and approved will then promptly, and not later than 3:30 p.m. (New York City time), be made available on the Borrowing Date to such Borrower by the Administrative Agent by wire transfer to the account of such Borrower set forth on Schedule 2.2 or to such other account as may be specified by such Borrower in like funds as received by the Administrative Agent. If the Administrative Agent receives a Declining Lender Notice, pursuant to which a Dollar Working Capital Facility Uncommitted Tranche Lender will be a Declining Lender with respect to a Dollar Working Capital Facility Uncommitted Tranche Loan (other than a Dollar Uncommitted Tranche Swing Line Loan) to be made pursuant to a Borrowing Notice, which Borrowing Notice has already been received by the Administrative Agent and in respect of which the Administrative Agent has already advised the Dollar Working Capital Facility Uncommitted Tranche Lenders of the amount of each Dollar Working Capital Facility Uncommitted Tranche Lender’s Dollar Working Capital Facility Uncommitted Tranche Percentage of such requested Dollar Working Capital Facility Uncommitted Tranche Loan (other than a Dollar Uncommitted Tranche Swing Line Loan), then the relevant Borrower, shall, at its option, by written notice to the Administrative Agent, either (i) agree to receive only the aggregate amount of the Approving Lenders’ Dollar Working Capital Facility Uncommitted Tranche Percentages (prior to giving effect to such Declining Lender Notice) of such requested Dollar Working Capital Facility Uncommitted Tranche Loan (other than a Dollar Uncommitted Tranche Swing Line Loan) (as so notified to such Dollar Working Capital Facility Uncommitted Tranche Lenders by the Administrative Agent) and, at the option of the relevant Borrower, submit to the Administrative Agent a new Borrowing Notice for a subsequent additional funding by the Approving Lenders of the amounts not so funded by the Declining Lender or (ii) rescind such Borrowing Notice and, at the option of the relevant Borrower, submit to the Administrative Agent a new Borrowing Notice in respect of such requested borrowing.

(e)              (i) Upon receipt of any notice from any Borrower pursuant to Section 2.5(a) with respect to a requested borrowing of a Dollar Committed Tranche Swing Line Loan, subject to the satisfaction or waiver of the conditions contained in Section 6.2, the applicable Dollar Committed Tranche Swing Line Lender will make the requested Dollar Committed Tranche Swing Line Loan available to such Borrower within two (2) hours of receipt of the Borrowing Notice therefor on the Borrowing Date by wire transfer to the account of such Borrower set forth on Schedule 2.2 or such other account as may be specified by such Borrower. (ii) If on any Business Day any Dollar Uncommitted Tranche Swing Line Lender elects in its sole discretion to advance a Dollar Uncommitted Tranche Swing Line Loan requested pursuant to a Borrowing Notice delivered pursuant to Section 2.5(a) on such Business Day, each Dollar Working Capital Facility Uncommitted Tranche Lender, other than a Dollar Working Capital Facility Uncommitted Tranche Lender that was a Declining Lender prior to the date of such Borrowing Notice or which delivered a Declining Lender Notice to the Administrative Agent on or before 10:00 a.m. (New York City time) on such Business Day, will be deemed to have approved such requested Dollar Uncommitted Tranche Swing Line Loan and each such Approving Lender shall be obligated, regardless of whether it has affirmatively agreed to fund its Dollar Working Capital Facility Uncommitted Tranche Percentage of any related Dollar Working Capital Facility Uncommitted Tranche Loan to be applied to repay the Refunded Dollar Uncommitted Tranche Swing Line Loans, to make the amount of its Dollar Working Capital Facility Uncommitted Tranche Percentage of such Dollar Working Capital Facility Uncommitted Tranche Loans pursuant to Section 2.6(a) and to fund the amount of its Dollar Working Capital Facility Uncommitted Tranche Percentage of the Dollar Uncommitted Tranche Swing Line Participation Amount with respect to such Dollar Uncommitted Tranche Swing Line Loan pursuant to Section 2.6(b)(ii). Upon receipt of any notice from any Borrower pursuant to Section 2.5(a) with respect to a requested borrowing of a Dollar Uncommitted Tranche Swing Line Loan, subject to the satisfaction or waiver of the conditions contained in Section 6.2, the applicable Dollar Uncommitted Tranche Swing Line Lender, to the extent it has agreed to make such Dollar Uncommitted Tranche Swing Line Loan, will make the requested Dollar Uncommitted Tranche Swing Line Loan available to such Borrower within two (2) hours of receipt of the Borrowing Notice therefor on the Borrowing Date by wire transfer to the account of such Borrower set forth on Schedule 2.2 or such other account as may be specified by such Borrower.

(f)                Upon receipt of any notice from any Borrower pursuant to Section 2.5(a) with respect to a requested borrowing of a Multicurrency Swing Line Loan, subject to the satisfaction or waiver of the conditions contained in Section 6.2, the applicable Multicurrency Swing Line Lender will make the requested Multicurrency Swing Line Loan available to such Borrower within two (2) hours of receipt of the Borrowing Notice therefor on the Borrowing Date by wire transfer to the account of such Borrower set forth on Schedule 2.2 or such other account as may be specified by such Borrower.

2.6               Refunding of Swing Line Loans. (a)  Each Borrower unconditionally promises to pay each Swing Line Loan made to it on or before 1:00 p.m. (New York City time) on the fifth Business Day following the making of such Swing Line Loan (or, if earlier, the Dollar Working Capital Facility Committed Tranche Maturity Date, the Dollar Working Capital Facility Uncommitted Tranche Maturity Date or the Multicurrency Working Capital Facility Maturity Date, as applicable), including by arranging to refinance such Swing Line Loan with a Dollar Working Capital Facility Committed Tranche Loan (in the case of a Dollar Committed Tranche Swing Line Loan), a Dollar Working Capital Facility Uncommitted Tranche Loan (in the case of a Dollar Uncommitted Tranche Swing Line Loan) or a Multicurrency Working Capital Facility Loan (in the case of a Multicurrency Swing Line Loan) in accordance with procedures specified herein; provided that (i) on each date that a Dollar Working Capital Facility Committed Tranche Loan is borrowed, the Borrowers shall repay all Dollar Committed Tranche Swing Line Loans then outstanding and the proceeds of any such Dollar Working Capital Facility Committed Tranche Loans shall be applied by the Administrative Agent to repay any Dollar Committed Tranche Swing Line Loans outstanding, (ii) on each date that a Dollar Working Capital Facility Uncommitted Tranche Loan is borrowed, the Borrowers shall repay all Dollar Uncommitted Tranche Swing Line Loans then outstanding and the proceeds of any such Dollar Working Capital Facility Uncommitted Tranche Loans shall be applied by the Administrative Agent to repay any Dollar Uncommitted Tranche Swing Line Loans outstanding and (iii) on each date that a Multicurrency Working Capital Facility Loan is borrowed, the Borrowers shall repay all Multicurrency Swing Line Loans then outstanding and the proceeds of any such Multicurrency Working Capital Facility Loans shall be applied by the Administrative Agent to repay any Multicurrency Swing Line Loans outstanding. If the Administrative Agent shall not have received full repayment in cash of any Swing Line Loan on or before 1:00 p.m. (New York City time) on the day that is five (5) Business Days after the making of such Swing Line Loan, any Swing Line Lender may, not later than 3:00 p.m. (New York City time), on such day, request on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swing Line Lenders to act on its behalf solely in this regard), that each Dollar Working Capital Facility Committed Tranche Lender, Dollar Working Capital Facility Uncommitted Tranche Lender or Multicurrency Working Capital Facility Lender, as applicable, including the applicable Swing Line Lender, make a Dollar Working Capital Facility Committed Tranche Loan (which initially shall be a Base Rate Loan), a Dollar Working Capital Facility Uncommitted Tranche Loan (which initially shall be a Base Rate Loan) or a Multicurrency Working Capital Facility Loan (which initially shall be a Base Rate Loan (in the case of a Loan denominated in United States Dollars) or a Prime Rate Loan (in the case of a Loan denominated in Canadian Dollars)), as applicable, in an amount equal to such Dollar Working Capital Facility Committed Tranche Lender’s Dollar Working Capital Facility Commitment Percentage, such Dollar Working Capital Facility Uncommitted Tranche Lender’s Dollar Working Capital Facility Uncommitted Tranche Percentage or such Multicurrency Working Capital Facility Lender’s Multicurrency Working Capital Facility Commitment Percentage, as applicable, of the outstanding amount of the applicable Swing Line Loan (a “Refunded Swing Line Loan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures of clause (b) of this Section 2.6 shall apply), each Dollar Working Capital Facility Committed Tranche Lender, Dollar Working Capital Facility Uncommitted Tranche Lender (other than a Declining Lender) or Multicurrency Working Capital Facility Lender, as applicable, shall make, with respect to each applicable Relevant Swing Line Lender, the ratable portion of the proceeds of its Dollar Working Capital Facility Committed Tranche Loan, Dollar Working Capital Facility Uncommitted Tranche Loan or Multicurrency Working Capital Facility Loan, as applicable, owing to such Swing Line Lender available to such Swing Line Lender for the account of such Swing Line Lender at such Swing Line Lender’s Applicable Lending Office for Base Rate Loans or Prime Rate Loans, as applicable, prior to 4:00 p.m. (New York City time) in funds immediately available on the Business Day such request is made. The proceeds of such Dollar Working Capital Facility Committed Tranche Loans, Dollar Working Capital Facility Uncommitted Tranche Loans or Multicurrency Working Capital Facility Loans, as applicable, shall be immediately applied to repay the Refunded Swing Line Loans.

(b)              (i)  If for any reason any Dollar Committed Tranche Swing Line Loan cannot be refinanced by a Dollar Working Capital Facility Committed Tranche Loan in accordance with paragraph (a) of this Section 2.6, each Dollar Committed Tranche Swing Line Lender irrevocably agrees to grant to each Dollar Working Capital Facility Committed Tranche Lender, and, to induce each Dollar Committed Tranche Swing Line Lender to make Dollar Committed Tranche Swing Line Loans hereunder, each Dollar Working Capital Facility Committed Tranche Lender irrevocably agrees to accept and purchase from each Dollar Committed Tranche Swing Line Lender, on the terms and conditions hereinafter stated, for such Dollar Working Capital Facility Committed Tranche Lender’s own account and risk on the date such Dollar Working Capital Facility Committed Tranche Loan was to have been made, an undivided participation interest in the then-outstanding Dollar Committed Tranche Swing Line Loans in an amount equal to its Dollar Working Capital Facility Commitment Percentage of such Dollar Committed Tranche Swing Line Loans that were to have been repaid with such Dollar Working Capital Facility Committed Tranche Loans (the “Dollar Committed Tranche Swing Line Participation Amount”). Each Dollar Working Capital Facility Committed Tranche Lender shall pay to the Administrative Agent for the account of the applicable Dollar Committed Tranche Swing Line Lender in immediately available funds such Dollar Working Capital Facility Committed Tranche Lender’s Dollar Committed Tranche Swing Line Participation Amount, and upon receipt thereof, the Administrative Agent shall promptly distribute such funds to the applicable Dollar Committed Tranche Swing Line Lender in like funds received.

(ii)         If for any reason any Dollar Uncommitted Tranche Swing Line Loan cannot be refinanced by a Dollar Working Capital Facility Uncommitted Tranche Loan in accordance with paragraph (a) of this Section 2.6, each Dollar Uncommitted Tranche Swing Line Lender irrevocably agrees to grant to each Dollar Working Capital Facility Uncommitted Tranche Lender, and, to induce each Dollar Uncommitted Tranche Swing Line Lender to consider making Dollar Uncommitted Tranche Swing Line Loans hereunder, each Dollar Working Capital Facility Uncommitted Tranche Lender irrevocably agrees to accept and purchase from each Dollar Uncommitted Tranche Swing Line Lender, on the terms and conditions hereinafter stated, for such Dollar Working Capital Facility Uncommitted Tranche Lender’s own account and risk on the date such Dollar Working Capital Facility Uncommitted Tranche Loan was to have been made, an undivided participation interest in the then-outstanding Dollar Uncommitted Tranche Swing Line Loans in an amount equal to its Dollar Working Capital Facility Uncommitted Tranche Percentage of such Dollar Uncommitted Tranche Swing Line Loans that were to have been repaid with such Dollar Working Capital Facility Uncommitted Tranche Loans (the “Dollar Uncommitted Tranche Swing Line Participation Amount”). Each Dollar Working Capital Facility Uncommitted Tranche Lender shall pay to the Administrative Agent for the account of the applicable Dollar Uncommitted Tranche Swing Line Lender in immediately available funds such Dollar Working Capital Facility Uncommitted Tranche Lender’s Dollar Uncommitted Tranche Swing Line Participation Amount, and upon receipt thereof, the Administrative Agent shall promptly distribute such funds to the applicable Dollar Uncommitted Tranche Swing Line Lender in like funds received.

(iii)        If for any reason any Multicurrency Swing Line Loan cannot be refinanced by a Multicurrency Working Capital Facility Loan in accordance with paragraph (a) of this Section 2.6, each Multicurrency Swing Line Lender irrevocably agrees to grant to each Multicurrency Working Capital Facility Lender, and, to induce each Multicurrency Swing Line Lender to make Multicurrency Swing Line Loans hereunder, each Multicurrency Working Capital Facility Lender irrevocably agrees to accept and purchase from each Multicurrency Swing Line Lender, on the terms and conditions hereinafter stated, for such Multicurrency Working Capital Facility Lender’s own account and risk on the date such Multicurrency Working Capital Facility Loan was to have been made, an undivided participation interest in the then-outstanding Multicurrency Swing Line Loans in an amount equal to its Multicurrency Working Capital Facility Commitment Percentage of such Multicurrency Swing Line Loans that were to have been repaid with such Multicurrency Working Capital Facility Loans (the “Multicurrency Swing Line Participation Amount”). Each Multicurrency Working Capital Facility Lender shall pay to the Administrative Agent for the account of the applicable Multicurrency Swing Line Lender in immediately available funds such Multicurrency Working Capital Facility Lender’s Multicurrency Swing Line Participation Amount, and upon receipt thereof, the Administrative Agent shall promptly distribute such funds to the applicable Multicurrency Swing Line Lender in like funds received.

(c)              (i)  If any Dollar Working Capital Facility Committed Tranche Lender failed to timely pay to the Administrative Agent all or a portion of its Dollar Committed Tranche Swing Line Participation Amount required to be paid pursuant to Section 2.6(b)(i), such overdue amounts shall bear interest payable by such Dollar Working Capital Facility Committed Tranche Lender at the rate per annum applicable to Base Rate Loans under the Dollar Working Capital Facility Committed Tranche until such overdue amounts are paid in full.

(ii)         If any Dollar Working Capital Facility Uncommitted Tranche Lender failed to timely pay to the Administrative Agent all or a portion of its Dollar Uncommitted Tranche Swing Line Participation Amount required to be paid pursuant to Section 2.6(b)(ii), such overdue amounts shall bear interest payable by such Dollar Working Capital Facility Uncommitted Tranche Lender at the rate per annum applicable to Base Rate Loans under the Dollar Working Capital Facility Uncommitted Tranche until such overdue amounts are paid in full.

(iii)        If any Multicurrency Working Capital Facility Lender failed to timely pay to the Administrative Agent all or a portion of its Multicurrency Swing Line Participation Amount required to be paid pursuant to Section 2.6(b)(iii), such overdue amounts shall bear interest payable by such Multicurrency Working Capital Facility Lender at the rate per annum applicable to Base Rate Loans (in the case of Multicurrency Swing Line Loans denominated in United States Dollars) or Prime Rate Loans (in the case of Multicurrency Swing Line Loans denominated in Canadian Dollars) under the Multicurrency Working Capital Facility until such overdue amounts are paid in full.

(d)              Each Working Capital Facility Lender’s obligation to make Dollar Working Capital Facility Loans or Multicurrency Working Capital Facility Loans, as applicable, referred to in Section 2.6(a) and to purchase participation interests pursuant to Section 2.6(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Working Capital Facility Lender may have against any Swing Line Lender, any Borrower, or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any failure to satisfy any condition precedent to the applicable extension of credit set forth in Section 6, (iv) any adverse change in the condition (financial or otherwise) of any Loan Party, (v) any breach of this Agreement or any Loan Document by any Loan Party or any other Lender or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(e)               Whenever, at any time after any Swing Line Lender has received from any Dollar Working Capital Facility Committed Tranche Lender its Dollar Committed Tranche Swing Line Participation Amount, any Dollar Working Capital Facility Uncommitted Tranche Lender its Dollar Uncommitted Tranche Swing Line Participation Amount or Multicurrency Working Capital Facility Lender its Multicurrency Swing Line Participation Amount, as applicable, such Swing Line Lender receives any payment on account thereof (whether directly from any Borrower or otherwise, including proceeds of collateral applied thereto by such Swing Line Lender) or any payment of interest on account thereof, such Swing Line Lender shall distribute to such Dollar Working Capital Facility Committed Tranche Lender its Dollar Working Capital Facility Commitment Percentage, such Dollar Working Capital Facility Uncommitted Tranche Lender its Dollar Working Capital Facility Uncommitted Tranche Percentage or such Multicurrency Working Capital Facility Lender its Multicurrency Working Capital Facility Commitment Percentage, as applicable, of such payments; provided, however, that in the event that any such payment received by such Swing Line Lender shall be required to be returned by such Swing Line Lender, such Working Capital Facility Lender shall return to such Swing Line Lender the portion thereof previously distributed by such Swing Line Lender to it in like funds received.

2.7               Foreign Exchange Rate. (a)  No later than 1:00 P.M. (New York City time) on each Calculation Date, the Administrative Agent shall determine the Exchange Rate as of such Calculation Date with respect to Canadian Dollars, provided that, upon receipt of a Borrowing Notice with respect to a Working Capital Facility Loan or Swing Line Loan pursuant to Section 2.5, the Administrative Agent shall determine the Exchange Rate with respect to Canadian Dollars on the related Calculation Date (it being acknowledged and agreed that the Administrative Agent shall use such Exchange Rate for the purposes of determining compliance with Section 2.1(c) or Section 2.3, as applicable, with respect to such Borrowing Notice). The Exchange Rates so determined shall become effective on the relevant Calculation Date (a “Reset Date”), shall remain effective until the next succeeding Reset Date and shall for all purposes of this Agreement (other than Section 11.25 and any other provision expressly requiring the use of a current Exchange Rate) be the Exchange Rates employed in converting any amounts between United States Dollars and Canadian Dollars.

(b)               No later than 5:00 P.M. (New York City time) on each Reset Date, the Administrative Agent shall determine the aggregate amount of the Dollar Equivalents of (i) the principal amounts of Loans denominated in Canadian Dollars then outstanding (after giving effect to any Loans to be made or repaid on such date), (ii) the aggregate then undrawn and unexpired amount of the then outstanding Multicurrency Working Capital Facility Letters of Credit denominated in Canadian Dollars and (iii) the aggregate amount of drawings under Multicurrency Working Capital Facility Letters of Credit denominated in Canadian Dollars that have not then been reimbursed or converted to a Multicurrency Working Capital Facility Loan.

(c)               The Administrative Agent shall promptly notify the Borrowers and the Working Capital Facility Lenders of each determination of an Exchange Rate hereunder.

2.8              Commitment Fee. Subject to Section 4.18(b)(i), the Borrowers, jointly and severally, agree to pay to the Administrative Agent for the account of each Lender under each Facility (other than the Dollar Working Capital Facility Uncommitted Tranche) a commitment fee for the period from and including the first day of the Commitment Period for such Facility to but not including the Commitment Termination Date for such Facility, computed at the Applicable Commitment Fee Rate for such Facility on the average daily amount of the Available Commitment of such Lender under such Facility during the period for which payment is made, payable quarterly in arrears on the fifth day after the first Business Day of each January, April, July and October (or, if such day is not on a Business Day, the next succeeding Business Day) and on the Commitment Termination Date for such Facility or such earlier date as all of the Commitments under such Facility shall terminate as provided herein, commencing on the first of such dates to occur after the Restatement Effective Date.

SECTION 3        LETTERS OF CREDIT

3.1              Working Capital Facility Letters of Credit. On the Restatement Effective Date, upon the satisfaction of the conditions specified in Section 6.1, (a) each of the Existing Dollar Working Capital Facility Letters of Credit shall automatically be deemed to be Dollar Working Capital Facility Committed Tranche Letters of Credit outstanding under this Agreement and (b) each of the Existing Multicurrency Working Capital Facility Letters of Credit shall automatically be deemed to be Multicurrency Working Capital Facility Letters of Credit outstanding under this Agreement. Subject to the terms and conditions hereof, (A) (x) each Dollar Working Capital Facility Committed Tranche Issuing Lender severally agrees to issue letters of credit (“Dollar Working Capital Facility Committed Tranche Letters of Credit”), for the account of the applicable Borrower requesting the applicable Dollar Working Capital Facility Committed Tranche Letter of Credit, for use by the U.S. Borrower, the Canadian Borrower or any other Loan Party from time to time during the Dollar Working Capital Facility Commitment Period and (y) each Multicurrency Working Capital Facility Issuing Lender severally agrees to issue letters of credit (“Multicurrency Working Capital Facility Letters of Credit”), for the account of the applicable Borrower requesting the applicable Multicurrency Working Capital Facility Letter of Credit, for use by the U.S. Borrower, the Canadian Borrower or any other Loan Party from time to time during the Multicurrency Working Capital Facility Commitment Period and (B) each Dollar Working Capital Facility Uncommitted Tranche Issuing Lender severally agrees, on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis, to consider requests for the issuance letters of credit (“Dollar Working Capital Facility Uncommitted Tranche Letters of Credit”), for the account of the applicable Borrower requesting the applicable Dollar Working Capital Facility Uncommitted Tranche Letter of Credit, for use by the U.S. Borrower, the Canadian Borrower or any other Loan Party from time to time during the Dollar Working Capital Facility Uncommitted Tranche Period; provided that, after giving effect to any Working Capital Facility Letter of Credit requested by any Borrower:

(i)                each of the conditions set forth in Section 6.2 shall be satisfied or waived; and

(ii)               Section 3.4 shall not be contravened by any Loan Party at any time.

Each Borrower acknowledges and agrees that, for the avoidance of doubt, (i) (A) each Letter of Credit designated as a Dollar Working Capital Facility Committed Tranche Letter of Credit shall be entirely a Dollar Working Capital Facility Committed Tranche Letter of Credit and no portion thereof will be a Dollar Working Capital Facility Uncommitted Tranche Letter of Credit, an Acquisition Facility Letter of Credit or a Multicurrency Working Capital Facility Letter of Credit and (B) each Letter of Credit designated as a Dollar Working Capital Facility Uncommitted Tranche Letter of Credit shall be entirely a Dollar Working Capital Facility Uncommitted Tranche Letter of Credit and no portion thereof will be a Dollar Working Capital Facility Committed Tranche Letter of Credit, an Acquisition Facility Letter of Credit or a Multicurrency Working Capital Facility Letter of Credit and (ii) each Letter of Credit designated as a Multicurrency Working Capital Facility Letter of Credit shall be entirely a Multicurrency Working Capital Facility Letter of Credit and no portion thereof will be an Acquisition Facility Letter of Credit, a Dollar Working Capital Facility Committed Tranche Letter of Credit or a Dollar Working Capital Facility Uncommitted Tranche Letter of Credit.

NO DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE ISSUING LENDER OR OTHER DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE LENDER SHALL HAVE ANY COMMITMENT OR OBLIGATION TO ISSUE OR PARTICIPATE, AS APPLICABLE, IN ANY DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE LETTER OF CREDIT OR ANY INCREASES OR EXTENSIONS OF MATURITY OF ANY SUCH LETTER OF CREDIT UNLESS AND UNTIL SUCH DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE ISSUING LENDER OR DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE LENDER AFFIRMATIVELY COMMITS OR IS DEEMED TO HAVE COMMITTED UNDER SECTION 3.3(e), SECTION 3.6(a) OR SECTION 4.22(a) TO SUCH REQUESTED DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE LETTER OF CREDIT OR SUCH REQUESTED INCREASE OR EXTENSION. NOTHING CONTAINED HEREIN SHALL OTHERWISE COMMIT OR OBLIGATE ANY DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE ISSUING LENDER OR DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE LENDER, OR BE INTERPRETED AS A PROMISE OR COMMITMENT BY ANY DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE ISSUING LENDER OR DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE LENDER TO ISSUE, ELECT TO ISSUE, EXTEND OR INCREASE ANY SUCH DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE LETTER OF CREDIT OR TO PARTICIPATE OR ELECT TO PARTICIPATE IN ANY SUCH DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE LETTER OF CREDIT OR SUCH INCREASE OR EXTENSION UNLESS AND UNTIL SUCH DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE ISSUING LENDER OR DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE LENDER AFFIRMATIVELY COMMITS OR IS DEEMED TO HAVE COMMITTED UNDER SECTION 3.3(e), SECTION 3.6(a) OR SECTION 4.22(a) TO SUCH REQUESTED DOLLAR WORKING CAPITAL FACILITY UNCOMMITTED TRANCHE LETTER OF CREDIT OR SUCH INCREASE OR EXTENSION.

3.2           Acquisition Facility Letters of Credit. On the Restatement Effective Date, upon the satisfaction of the conditions specified in Section 6.1, each of the Existing Acquisition Facility Letters of Credit shall automatically be deemed to be Acquisition Facility Letters of Credit outstanding under this Agreement. Subject to the terms and conditions hereof, each Acquisition Facility Issuing Lender severally agrees to issue letters of credit (“Acquisition Facility Letters of Credit”), for the account of the applicable Borrower requesting the applicable Acquisition Facility Letter of Credit, from time to time during the Acquisition Facility Commitment Period; provided that, after giving effect to any Acquisition Facility Letter of Credit requested by any Borrower:

(i)            each of the conditions set forth in Section 6.2 shall be satisfied or waived; and

(ii)           Section 3.4 shall not be contravened by any Loan Party at any time.

Each Borrower acknowledges and agrees that, for the avoidance of doubt, each Letter of Credit designated as Acquisition Facility Letter of Credit shall be entirely an Acquisition Facility Letter of Credit and no portion thereof will be a Working Capital Facility Letter of Credit.

3.3           Procedure for the Issuance and Amendments of Letters of Credit.

(a)           Procedure for the Issuance of Letters of Credit. Each Borrower may from time to time request the issuance of an Acquisition Facility Letter of Credit from an Acquisition Facility Issuing Lender, a Dollar Working Capital Facility Committed Tranche Letter of Credit from a Dollar Working Capital Facility Committed Tranche Issuing Lender, a Dollar Working Capital Facility Uncommitted Tranche Letter of Credit from a Dollar Working Capital Facility Uncommitted Tranche Issuing Lender or a Multicurrency Working Capital Facility Letter of Credit from a Multicurrency Working Capital Facility Issuing Lender by delivering to the Issuing Lender of such Letter of Credit and the Administrative Agent a Letter of Credit Request, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request (consistent with requests made by such Issuing Lender from other similarly situated account parties). Such Letter of Credit Request shall specify:

(i)            whether the Letter of Credit requested is to be an Acquisition Facility Letter of Credit, a Dollar Working Capital Facility Committed Tranche Letter of Credit, Dollar Working Capital Facility Uncommitted Tranche Letter of Credit or a Multicurrency Working Capital Facility Letter of Credit;

(ii)           the maximum amount of such Letter of Credit and the account party therefor;

(iii)          in the case of a Multicurrency Working Capital Facility Letter of Credit, whether such Letter of Credit is to be denominated in United States Dollars or Canadian Dollars;

(iv)          in the case of a Working Capital Facility Letter of Credit, if such Working Capital Facility Letter of Credit is a Performance Letter of Credit, a Long Tenor Letter of Credit and/or a Trade Letter of Credit;

(v)           in the case of an Acquisition Facility Letter of Credit, (A) if such Letter of Credit is to be an Acquisition Facility Acquisition Extension of Credit, an Acquisition Facility Working Capital Extension of Credit or an Acquisition Facility Maintenance Cap-Ex Extension of Credit, (B) if such Letter of Credit is a Performance Letter of Credit, a Long Tenor Letter of Credit and/or a Trade Letter of Credit and (C) if such Letter of Credit is an Acquisition Facility Transportation Letter of Credit;

(vi)          the requested date on which such Letter of Credit is to be issued;

(vii)         the purpose and nature of the proposed Letter of Credit;

(viii)        the name and address of the beneficiary of such Letter of Credit;

(ix)          the expiration or termination date of the Letter of Credit;

(x)           the documents to be presented by such beneficiary in the case of a drawing or demand for payment thereunder; and

(xi)          the delivery instructions for such Letter of Credit.

If requested by the Issuing Lender, the applicable Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. To the extent that any material provision of any such application is inconsistent with the provisions of this Section 3 or adds events of default, grants of security, or remedies not already contained in the Loan Documents, the provisions of this Section 3 and this Agreement shall apply and such provision shall not be given effect.

Notwithstanding anything herein to the contrary, no Issuing Lender shall be obligated to issue or consider issuing any Letter of Credit if, after giving effect to the issuance of such Letter of Credit, the aggregate amount of outstanding L/C Obligations attributable to Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Issuance Cap; provided, that subject to the terms and conditions hereof, each Issuing Lender may issue or consider issuing Letters of Credit on a discretionary basis during such time as the aggregate amount of outstanding L/C Obligations attributable to Letters of Credit issued by such Issuing Lender exceed such Issuing Lender’s Issuance Cap, but the Issuing Lender shall have no obligation to do so.

(b)               Procedure for Amendments of Letters of Credit. The applicable Borrower may from time to time request an amendment (including any extension) to any outstanding Letter of Credit by delivering to the Issuing Lender of such Letter of Credit and the Administrative Agent a Letter of Credit Request which shall specify:

(i)            the Letter of Credit to be amended;

(ii)           the requested date of the proposed amendment;

(iii)          the nature of the proposed amendment; and

(iv)          the delivery instructions for such amendment.

Notwithstanding anything herein to the contrary, no Issuing Lender shall be obligated to amend (or consider amending) any Letter of Credit if, after giving effect to the amendment of such Letter of Credit, the aggregate amount of outstanding L/C Obligations attributable to Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Issuance Cap, provided that subject to the terms and conditions hereof, each Issuing Lender may issue or consider issuing Letters of Credit on a discretionary basis during such time as the aggregate amount of outstanding L/C Obligations attributable to Letters of Credit made by such Issuing Lender exceed such Issuing Lender’s Issuance Cap, but the Issuing Lender shall have no obligation to do so.

(c)          Timing of Letter of Credit Requests. A Letter of Credit Request must be received by the applicable Issuing Lender and the Administrative Agent by no later than 3:00 p.m. (New York City time), on the date such Letter of Credit is to be issued or amended, or such other time as previously agreed between the Issuing Lender thereof and the U.S. Borrower. Upon the issuance of any Letter of Credit or any amendment to an outstanding Letter of Credit, the Administrative Agent and the Acquisition Facility Lenders, the Dollar Working Capital Facility Committed Tranche Lenders, the Dollar Working Capital Facility Uncommitted Tranche Lenders or the Multicurrency Working Capital Facility Lenders, as applicable, shall be entitled to assume that the Letter of Credit Request and certificates, documents and other papers and information reasonably requested by the applicable Issuing Lender in connection therewith were completed and delivered to the satisfaction of such Issuing Lender.

(d)          Validation Procedure. Upon receipt of a Letter of Credit Request by an Issuing Lender, such Issuing Lender will confirm with the Administrative Agent (by telephone and in writing), that the Administrative Agent has received a copy of such Letter of Credit Request and, if not, such Issuing Lender will provide the Administrative Agent, with a copy thereof. Upon receipt by such Issuing Lender of confirmation from the Administrative Agent that the requested Letter of Credit or amendment is permitted in accordance with the terms hereof, such Issuing Lender shall, on the requested date, issue (with respect to a Dollar Working Capital Facility Committed Tranche Letter of Credit, a Multicurrency Working Capital Facility Letter of Credit or an Acquisition Facility Letter of Credit) or consider issuing (with respect to a Dollar Working Capital Facility Uncommitted Tranche Letter of Credit) a Letter of Credit for the account of the applicable Borrower or enter into (with respect to a Dollar Working Capital Facility Committed Tranche Letter of Credit, a Multicurrency Working Capital Facility Letter of Credit or an Acquisition Facility Letter of Credit) or consider entering into (with respect to a Dollar Working Capital Facility Uncommitted Tranche Letter of Credit) the applicable amendment, as the case may be, in each case in accordance with such Issuing Lender’s usual and customary business practices.

(e)           Dollar Working Capital Facility Uncommitted Tranche Letter of Credit Requests. Upon receipt of notice by the Administrative Agent of a Letter of Credit Request from a Borrower under the Dollar Working Capital Facility Uncommitted Tranche, the Administrative Agent will promptly notify each Dollar Working Capital Facility Uncommitted Tranche Lender of its receipt of such Letter of Credit Request and the amount of such applicable Dollar Working Capital Facility Uncommitted Tranche Lender’s Dollar Working Capital Facility Uncommitted Tranche Percentage of the requested Dollar Working Capital Facility Uncommitted Tranche Letter of Credit, and shall deliver such other information received by it relating thereto as any applicable Dollar Working Capital Facility Uncommitted Tranche Lender may request. Unless a Dollar Working Capital Facility Uncommitted Tranche Lender has provided the Administrative Agent with a Declining Lender Notice prior to 10:00 a.m. (New York City time) on the date of issuance of such Dollar Working Capital Facility Uncommitted Tranche Letter of Credit, if the applicable Dollar Working Capital Facility Uncommitted Tranche Issuing Lender elects in its sole discretion to issue or amend, as applicable, a Dollar Working Capital Facility Uncommitted Tranche Letter of Credit pursuant to a Letter of Credit Request, each Dollar Working Capital Facility Uncommitted Tranche Lender (or after a Conversion to Approving Lenders Date, each then Approving Lender) will be deemed to have approved such requested Dollar Working Capital Facility Uncommitted Tranche Letter of Credit. If any Dollar Working Capital Facility Uncommitted Tranche Lender in a timely manner provides the Administrative Agent with such a Declining Lender Notice, the Administrative Agent shall notify the Borrowers and the other Dollar Working Capital Facility Uncommitted Tranche Lenders (other than Declining Lenders) that one or more of the Dollar Working Capital Facility Uncommitted Tranche Lenders have elected not to fund or participate in further Dollar Working Capital Facility Uncommitted Tranche Letters of Credit.

3.4           General Terms of Letters of Credit. (a)  Each Acquisition Facility Letter of Credit and each Dollar Working Capital Facility Letter of Credit is to be denominated only in United States Dollars. Each Multicurrency Working Capital Facility Letter of Credit is to be denominated only in United States Dollars or Canadian Dollars (as the applicable Borrower shall notify the Administrative Agent and the applicable Issuing Lender in accordance with 3.3(a)). Each Letter of Credit is to be either a Trade Letter of Credit or a Performance Letter of Credit.

(b)           Each Letter of Credit shall, subject to Section 3.4(c), expire no later than ninety (90) days after the date of issuance (or extension), unless such Letter of Credit is, subject to the Dollar Long Tenor Letter of Credit Sub-Limit (with respect to a Dollar Working Capital Facility Letter of Credit) or the Multicurrency Long Tenor Letter of Credit Sub-Limit (with respect to a Multicurrency Working Capital Facility Letter of Credit), a Long Tenor Letter of Credit, or, subject to the Dollar Performance Letter of Credit Sub-Limit (with respect to a Dollar Working Capital Facility Letter of Credit), the Multicurrency Performance Letter of Credit Sub-Limit (with respect to a Multicurrency Working Capital Facility Letter of Credit) or subject to the Acquisition Facility Transportation Letter of Credit Sub-Limit (with respect to an Acquisition Facility Transportation Letter of Credit), or a Performance Letter of Credit, in which case, such Letter of Credit (including any such Auto-Renewal Letter of Credit) shall expire no later than the earlier of one (1) year after the date of issuance and the Applicable Facility Termination Date applicable thereto; provided that (i) at any time, the Dollar Equivalent of the aggregate face amount of all Letters of Credit issued with an expiration date after the Applicable Facility Termination Date applicable thereto shall not exceed $300,000,000; (ii) all Letters of Credit with an expiration date after the Applicable Facility Termination Date applicable thereto shall be returned and cancelled (with the beneficiary’s consent) or Cash Collateralized at least 15 Business Days prior to the Applicable Facility Termination Date applicable thereto and (iii) no such Letter of Credit may be issued with an expiration date after the date that is six months after the Applicable Facility Termination Date applicable thereto.

(c)           Upon request by any Borrower in the applicable Letter of Credit Request, the relevant Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”). Unless otherwise agreed upon by the applicable Issuing Lender at its sole discretion, the applicable Borrower shall make a specific request to such Issuing Lender for any renewal of an Auto-Renewal Letter of Credit, such prior notice to be delivered to the applicable Issuing Lender and the Administrative Agent no later than thirty (30) days prior to the expiration or termination date of such Auto-Renewal Letter of Credit (the date of the delivery of such notice, the “Renewal Notice Date”); provided that, unless otherwise agreed upon by the applicable Issuing Lender at its sole discretion, the applicable Borrower shall provide to the applicable Issuing Lender and the Administrative Agent written notice of its intent to not renew such an Auto-Renewal Letter of Credit no later than thirty (30) days prior to the expiration or termination date of such Auto-Renewal Letter of Credit (the date of the delivery of such notice, the “Non-Renewal Notice Date”). Once an Auto-Renewal Letter of Credit has been issued (or is permitted to be outstanding hereunder in the case of an outstanding Letter of Credit that is an Auto-Renewal Letter of Credit), the Lenders shall be deemed to have authorized (but the Lenders may not require) such Issuing Lender to permit the renewal of such Letter of Credit at any time to a date not later than six (6) months after the Applicable Facility Termination Date; provided, however, that no Issuing Lender shall permit any renewal of an Auto-Renewal Letter of Credit if (A) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 3.4 or 6.2 or otherwise), (B) after giving effect to any such renewal, the earlier of the (x) expiration date of such Auto-Renewal Letter of Credit and (y) the next occurring Non-Renewal Notice Date of such Auto-Renewal Letter of Credit would occur after the date that is six (6) months after the Applicable Facility Termination Date, or (C) it has received notice in writing on or before the date that is two (2) Business Days before the Renewal Notice Date from the Administrative Agent, any Lender or the applicable Borrower that one or more of the applicable conditions specified in Section 3.4 or 6.2 is not then satisfied. Notwithstanding anything to the contrary contained herein, no Issuing Lender shall have any obligation to permit the renewal of any Auto-Renewal Letter of Credit at any time if any of the applicable conditions specified in Section 6.2 is not then satisfied.

(d)           If any Issuing Lender (other than MUFG or an Affiliate thereof) shall issue, extend or amend any Letter of Credit without obtaining prior consent of the Administrative Agent (as provided in Section 3.3(d)), or if any Issuing Lender (other than, in the case of clause (i) below, MUFG or an Affiliate thereof) shall permit the extension or renewal of an Auto-Renewal Letter of Credit (i) without giving timely prior notice to the Administrative Agent or (ii) when such extension or renewal is not permitted hereunder (as provided in sub-section (c) above), such Letter of Credit (A) shall for all purposes be deemed to have been issued by such Issuing Lender solely for its own account and risk and (B) shall not be considered a Letter of Credit outstanding under this Agreement, and no Lender shall be deemed to have any participation therein, effective as of the date of such issuance, amendment, extension or renewal, as the case may be, unless the Required Committed Lenders (if such Letter of Credit is a Dollar Working Capital Facility Committed Tranche Letter of Credit, a Multicurrency Working Capital Facility Letter of Credit or an Acquisition Facility Letter of Credit) or the Required Dollar Working Capital Facility Uncommitted Tranche Lenders (if such Letter of Credit is a Dollar Working Capital Facility Uncommitted Tranche Letter of Credit) expressly consent thereto; provided, however, that to be considered a Letter of Credit outstanding under this Agreement, the consent of all Lenders shall be required to the extent that any such issuance, amendment, extension or renewal is not then permitted hereunder by reason of the provisions of this Section 3.4.

(e)           Notwithstanding anything herein to the contrary, an Issuing Lender is under no obligation to issue or provide any Letter of Credit (including any renewal of an Auto-Renewal Letter of Credit) or renew, extend or amend any Letter of Credit unless consented to by such Issuing Lender and the Administrative Agent if:

(i)            any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing, renewing, extending or amending such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance, renewal, extension or amending of a Letter of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (in the case of an amendment of a Letter of Credit, for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Restatement Effective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Restatement Effective Date and which such Issuing Lender in good faith deems material to it; or

(ii)           such Letter of Credit or the requested amendment is not in form and substance reasonably acceptable to such Issuing Lender thereof or the issuance of such Letter of Credit shall violate any applicable policies of such Issuing Lender.

(f)            Within one (1) Business Day 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 Lender thereof will also deliver to the applicable Borrower and the Administrative Agent, a true and complete copy of such Letter of Credit or amendment.

(g)          Each Letter of Credit shall be subject to the International Standby Practices (“ISP 98”) International Chamber of Commerce Publication No. 590 or Uniform Customs and Practice for Documentary Credits No. 600 (“UCP 600”), as applicable, and to the extent not inconsistent with ISP 98 or UCP 600, the Laws of the State of New York.

3.5           Fees, Commissions and Other Charges.

(a)           Letter of Credit Fee. The Borrowers shall pay to the Administrative Agent, for the account of the relevant Issuing Lender and the Acquisition Facility L/C Participants, Dollar Working Capital Facility L/C Participants or Multicurrency Working Capital Facility L/C Participants, as applicable, a letter of credit commission, with respect to each outstanding Letter of Credit, in an amount equal to the Applicable L/C Fee Rate times the average daily maximum amount of such Letter of Credit (expressed as United States Dollars or Canadian Dollars, as applicable); provided that such letter of credit commission shall not be in an amount less than $500 or C$500, as applicable, for the period during which such Letter of Credit is outstanding, and, in each case, such commission shall be payable to the Acquisition Facility L/C Participants, Dollar Working Capital Facility L/C Participants or Multicurrency Working Capital Facility L/C Participants, as applicable, and the Issuing Lender of such Letter of Credit to be shared ratably among them in accordance with the average daily amount of their respective Acquisition Facility Commitment Percentages, Dollar Working Capital Facility Commitment Percentages, Adjusted Dollar Working Capital Facility Uncommitted Tranche Percentage and Multicurrency Working Capital Facility Commitment Percentages. Such commission shall be payable quarterly in arrears on each L/C Fee Payment Date.

(b)           Fronting Fee. In addition to the fees and commissions in (a) and (c), the Borrowers shall pay each relevant Issuing Lender an amount equal to 0.20% per annum times the face amount of each Letter of Credit (expressed as United States Dollars or Canadian Dollars, as applicable) issued by such Issuing Lender. Such fee shall be nonrefundable and shall be payable quarterly in arrears on each L/C Fee Payment Date.

(c)           Other Charges. In addition to the foregoing fees and commissions, the Borrowers shall, upon demand, pay or reimburse each Issuing Lender of any Letter of Credit for such normal and customary costs, expenses and fees as are incurred or charged by such Issuing Lender in issuing, effecting payment under, amending, processing, negotiating or otherwise administering any Letter of Credit. The Borrowers shall pay each relevant Issuing Lender of any Letter of Credit (i) a fee of no less than $500 for any issuance of a Letter of Credit by such Issuing Lender and (ii) a fee of $100 for any amendment of a Letter of Credit issued by such Issuing Lender (which fees shall be in addition to any fee payable under the preceding sentence for such issuance or amendment).

(d)           Distribution of Fees. The Administrative Agent shall, within two (2) Business Days following its receipt thereof, distribute to the relevant Issuing Lenders and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 3.5.

3.6           L/C Participations. (a)  Each Issuing Lender irrevocably agrees to grant and hereby grants to each Relevant L/C Participant, and, to induce the Issuing Lenders to issue Letters of Credit hereunder, each Relevant L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter stated, for such Relevant L/C Participant’s own account and risk, an undivided interest in such Issuing Lender’s obligations and rights under each Relevant Letter of Credit issued or provided by such Issuing Lender hereunder and the amounts paid by such Issuing Lender thereunder equal to such Relevant L/C Participant’s Commitment Percentage or Dollar Working Capital Facility Uncommitted Tranche Percentage (determined as of the date of issuance of such Letter of Credit), as applicable.

(b)           Each L/C Participant’s obligation to accept and purchase for such L/C Participant’s own account and risk, an undivided participation interest in an Issuing Lender’s obligations and rights under each Letter of Credit issued or provided by such Issuing Lender hereunder and the amounts paid by such Issuing Lender thereunder equal to such L/C Participant’s Commitment Percentage or Dollar Working Capital Facility Uncommitted Tranche Percentage thereof, as applicable, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such L/C Participant may have against any Issuing Lender, any Borrower, or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of any Loan Party, (iv) any breach of this Agreement or any other Loan Document by any Loan Party or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(c)           The obligations of the L/C Participants to purchase participations in the obligations of the Issuing Lenders under outstanding Letters of Credit pursuant to Section 3.6 shall survive the Applicable Facility Termination Date with respect to Letters of Credit which have been Cash Collateralized pursuant to Section 3.4(b) until the earliest of (i) the expiration date for such Letters of Credit and all drawings thereunder having been repaid in full, (ii) the date the entire amount available under such Letters of Credit is drawn and such drawings are repaid and no further drawings are permitted under such Letters of Credit, and (iii) the date that is six (6) months after the Applicable Facility Termination Date applicable to such Letters of Credit; provided that, notwithstanding any other provision of this Section 3.6(c), with respect to any Letter of Credit having an expiration date following the Applicable Facility Termination Date applicable thereto (such a Letter of Credit, a “Post-Termination LOC”), in no event shall the obligations of the L/C Participants to purchase participations in the obligations of an Issuing Lender under a Post-Termination LOC pursuant to Section 3.6(a) expire or terminate prior to the Business Day following the expiration, cancellation or termination of the last remaining outstanding Post-Termination LOC and the payment in full of all drawings, if any, thereunder.

(d)           If for any reason any Unreimbursed Amount cannot be refinanced by an L/C Reimbursement Loan in accordance with Section 3.7(c), each Relevant L/C Participant shall, on or before the deadline for such Relevant Facility Loan to have been made, pay to the Administrative Agent for the account of the applicable Issuing Lender in immediately available funds such Relevant L/C Participant’s Commitment Percentage or Adjusted Dollar Working Capital Facility Uncommitted Tranche Percentage, as applicable, of such Unreimbursed Amount, and upon receipt thereof, the Administrative Agent shall promptly distribute such funds to the applicable Issuing Lender in like funds received.

(e)           If any L/C Participant fails to timely pay to the Administrative Agent all or a portion of its Commitment Percentage or its Adjusted Dollar Working Capital Facility Uncommitted Tranche Percentage, as applicable, of any Unreimbursed Amount required to be paid pursuant to Section 3.6(d), such overdue amounts shall bear interest payable by such L/C Participant at the rate per annum applicable to Base Rate Loans (in the case of Unreimbursed Amounts denominated in United States Dollars) or Prime Rate Loans (in the case of Unreimbursed Amounts denominated in Canadian Dollars) under the applicable Facility until such overdue amounts are paid in full.

(f)            Whenever, at any time after any Issuing Lender has received from any Relevant L/C Participant its Commitment Percentage or its Adjusted Dollar Working Capital Facility Uncommitted Tranche Percentage, as applicable, of any Unreimbursed Amount, such Issuing Lender receives any payment on account thereof (whether directly from any Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender shall distribute to such Relevant L/C Participant its Commitment Percentage or its Adjusted Dollar Working Capital Facility Uncommitted Tranche Percentage, as applicable, of such payments; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such Relevant L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it in like funds received.

3.7           Reimbursement Obligations of the Borrowers. (a)  Upon receipt by the relevant Issuing Lender from the beneficiary of any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Credit, such Issuing Lender shall promptly notify the applicable Borrower that requested such Letter of Credit and the Administrative Agent thereof. If such Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit prior to 1:00 p.m. (New York City time), on any Business Day, such Borrower shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Credit. If such Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit at or after 1:00 p.m. (New York City time), on any Business Day, such Borrower shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by such Borrower. Such reimbursement shall be made directly to such Issuing Lender in the currency in which such Letter of Credit was drawn in an amount equal to (i) the amount so paid and (ii) any Non-Excluded Taxes and any reasonable fees, charges or other costs or expenses incurred by such Issuing Lender at its Applicable Lending Office in immediately available funds (such amount that has not been reimbursed by the applicable Borrower being, the “Unreimbursed Amount”).

(b)          If the applicable Borrower fails to fully reimburse any Issuing Lender pursuant to Section 3.7(a) at the time and on the due date specified in such Section (the “Reimbursement Date”), such Issuing Lender shall so notify the Administrative Agent (with a copy to the applicable Borrower), which notice shall be provided on a Business Day, and specify in such notice the amount (and currency) of the Unreimbursed Amount. Immediately upon receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each Relevant L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the amount (and currency) of such Relevant L/C Participant’s Commitment Percentage or Adjusted Dollar Working Capital Facility Uncommitted Tranche Percentage thereof.

(c)           If there shall be any Unreimbursed Amounts owing to any Issuing Lender on or after such Unreimbursed Amounts were due pursuant to Section 3.7(a), the relevant Issuing Lender may request on behalf of the applicable Borrower (and each Borrower hereby irrevocably authorizes such Issuing Lender to act on its behalf solely in this regard), that each Relevant Facility Lender make a Relevant Facility Loan (which initially shall be a Base Rate Loan (in the case of a Loan denominated in United States Dollars) or a Prime Rate Loan (in the case of a Loan denominated in Canadian Dollars)) in the currency in which such Letter of Credit was drawn and in an amount equal to such Relevant Facility Lender’s Commitment Percentage or Adjusted Dollar Working Capital Facility Uncommitted Tranche Percentage, as applicable, of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.5(c) or 2.5(d), as applicable, unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures set forth in Section 3.6 shall apply), each Relevant Facility Lender shall make the proceeds of its Relevant Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the Business Day next succeeding the date such request is made. The proceeds of such Relevant Facility Loans shall be immediately applied to repay the applicable Issuing Lender.

(d)           With respect to Unreimbursed Amounts that are not paid on the date due, interest shall be payable on any and all Unreimbursed Amounts from the date such amounts become payable (whether at stated maturity, by acceleration, demand or otherwise) until payment in full (either in cash or upon the making of a Relevant Facility Loan) at the applicable rate which would be payable on any outstanding Relevant Facility Loans that were Base Rate Loans or (with respect to Unreimbursed Amounts denominated in Canadian Dollars) Prime Rate Loans, as applicable, which were then overdue.

3.8           Obligations Absolute. (a)  The Borrowers’ obligations under this Section 3 shall be absolute, irrevocable and unconditional and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Lender under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Lenders, nor any of their Related Persons, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable Issuing Lender; provided that the foregoing shall not be construed to excuse any Issuing Lender from liability to the Borrowers to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are caused by such Issuing Lender’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Lender (as finally determined by a court of competent jurisdiction), such Issuing Lender shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, each Issuing Lender may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

3.9           Role of the Issuing Lenders. (a)  The responsibility of any Issuing Lender to the Borrowers in connection with any draft presented for payment under any Letter of Credit issued on behalf of any Borrower shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered by or on behalf of the beneficiary under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit. In addition, each Lender and each Borrower agree that, in paying any drawing or demand for payment under any Letter of Credit, the Issuing Lender of such Letter of Credit shall not have any responsibility to inquire as to the validity or accuracy of any document presented in connection with such drawing or demand for payment or the authority of the Person executing or delivering the same.

(b)           No Agent-Related Person nor any of the respective correspondents, participants or assignees of any Issuing Lender shall be liable to any Lender for: (i) any action taken or omitted in connection herewith in respect of any Letter of Credit at the request or with the approval or deemed approved of the Required Lenders, the Required Committed Lenders or the Required Dollar Working Capital Facility Uncommitted Tranche Lenders; (ii) any action taken or omitted in respect of any Letter of Credit in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any Letter of Credit or any document delivered in connection with the issuance or payment of such Letter of Credit.

(c)           The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude any Borrower from pursuing such rights and remedies as it may have against such beneficiary or transferee. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Lenders shall be liable or responsible for any of the matters described in Section 3.8; provided, however, that anything in such Section or elsewhere herein to the contrary notwithstanding, any Borrower may have a claim against any Issuing Lender and such Issuing Lender may be liable to such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower which such Borrower proved were caused (x) by such Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of documents strictly complying with the terms and conditions of such Letter of Credit or (y) as a result of gross negligence or willful misconduct by such Issuing Lender with respect to the payment by such Issuing Lender of any Letter of Credit against presentation of any document or certificate that does not strictly comply with the terms of such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) any Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) no Issuing Lender shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

3.10         Letter of Credit Request. To the extent that any material provision of any Letter of Credit Request related to any Letter of Credit is inconsistent with the provisions of this Section 3, the provisions of this Section 3 shall apply.

SECTION 4        GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT

4.1           Increase, Termination or Reduction of Commitments or Total Dollar Working Capital Facility Uncommitted Tranche Portions. (a)  The U.S. Borrower shall have the right, from time to time, upon not less than four (4) Business Days’ notice to the Administrative Agent, to terminate the Dollar Working Capital Facility Commitments, the Total Dollar Working Capital Facility Uncommitted Tranche Portions, the Multicurrency Working Capital Facility Commitments and/or the Acquisition Facility Commitments or, from time to time, reduce the Dollar Working Capital Facility Commitments, the Total Dollar Working Capital Facility Uncommitted Tranche Portions, the Multicurrency Working Capital Facility Commitments and/or the Acquisition Facility Commitments; provided, that no such termination or reduction of the relevant Commitments or the Total Dollar Working Capital Facility Uncommitted Tranche Portions shall be permitted to the extent that, after giving effect thereto and to any prepayments of the Loans and Cash Collateralization of the Letters of Credit made on or before the effective date thereof, (i) the Total Dollar Working Capital Facility Committed Tranche Extensions of Credit would exceed the aggregate amount of all Dollar Working Capital Facility Commitments of all Dollar Working Capital Facility Committed Tranche Lenders then in effect, (ii) the Total Dollar Working Capital Facility Uncommitted Tranche Extensions of Credit would exceed the Dollar Working Capital Facility Uncommitted Tranche Portions of all Dollar Working Capital Facility Uncommitted Tranche Lenders then in effect, (iii) the Total Multicurrency Working Capital Facility Extensions of Credit would exceed the aggregate amount of all Multicurrency Working Capital Facility Commitments of all Multicurrency Working Capital Facility Lenders then in effect or (iv) the Total Acquisition Facility Extensions of Credit would exceed the aggregate amount of all Acquisition Facility Commitments of all Acquisition Facility Lenders then in effect. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple thereof and shall reduce permanently and ratably the applicable relevant Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions then in effect.

(b)           At any time during the Increase Period, (x)(i) the aggregate Dollar Working Capital Facility Commitments or the Total Dollar Working Capital Facility Uncommitted Tranche Portions may be increased to an amount not to exceed $1,200,000,000 in the aggregate under the Dollar Working Capital Facility (a “Dollar Working Capital Facility Increase”) and (ii) the aggregate Multicurrency Working Capital Facility Commitments may be increased to an amount not to exceed $320,000,000 (a “Multicurrency Working Capital Facility Increase”); provided that the aggregate increases under clauses (x)(i) and (x)(ii) shall not exceed $470,000,000 and (y) the aggregate Acquisition Facility Commitments may be increased to an amount not to exceed $750,000,000 (an “Acquisition Facility Increase”; a Dollar Working Capital Facility Increase, Multicurrency Working Capital Facility Increase and an Acquisition Facility Increase, each being a “Facility Increase”), in each case, pursuant to the following procedure:

(i)            The U.S. Borrower 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 under such Facility. Each request by the U.S. 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 (subject to clause (iii) below) constitute an invitation to each of the Lenders under such Facility to increase its Commitment or Dollar Working Capital Facility Uncommitted Tranche Portion, as applicable, under such Facility by its Commitment Percentage or Dollar Working Capital Facility Uncommitted Tranche Percentage, as applicable, of such Requested Increase Amount.

(ii)           Each Lender under such Facility, acting in its sole discretion and with no obligations to increase its Commitment or Dollar Working Capital Facility Uncommitted Tranche Portion, as applicable, under such Facility pursuant to this Section 4.1(b), shall by written notice to the U.S. Borrower and the Administrative Agent advise the U.S. Borrower and the Administrative Agent whether or not such Lender agrees to all or any portion of such increase in its Commitment or Dollar Working Capital Facility Uncommitted Tranche Portion, as applicable, under such Facility within ten (10) days after the U.S. Borrower’s request. Any such Lender may accept all of its Commitment Percentage or Dollar Working Capital Facility Uncommitted Tranche Percentage, as applicable, of such increase, a portion of such increase, or decline to accept any of such increase in its Commitment or Dollar Working Capital Facility Uncommitted Tranche Portion, as applicable, under such Facility. If any such Lender shall not have responded affirmatively within such ten (10) day period, such Lender shall be deemed to have rejected the U.S. Borrower’s request for an increase in such Commitment or Dollar Working Capital Facility Uncommitted Tranche Portion, as applicable, in full. Promptly following the conclusion of such ten (10) day period, the Administrative Agent shall notify the U.S. Borrower of the results of the request for the applicable Facility Increase.

(iii)          If the aggregate amount of the increases in the Commitments or Total Dollar Working Capital Facility Uncommitted Tranche Portions under any Facility which the Lenders under such Facility have accepted in accordance with Section 4.1(b)(ii) shall be less than the Requested Increase Amount, the Administrative Agent (subject to the approval of the Administrative Agent and the Issuing Lenders under such Facility, such approvals not to be unreasonably withheld, delayed or conditioned) may offer to such additional Persons (including the Lenders under such Facility), as may be agreed by the U.S. Borrower and the Administrative Agent, the opportunity to make available such amount of new Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions, as applicable, under such Facility as may be required so that the aggregate increases in the Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions, as applicable, under such Facility by the existing Lenders thereunder together with such new Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions, as applicable, by such other Persons (the “New Lenders”) shall equal the Requested Increase Amount (the aggregate Facility Increase provided by such existing Lenders and the New Lenders, the “Increase Amount”). Such Increase Amount shall be in an amount equal to $5,000,000 or a whole multiple thereof. Notwithstanding the foregoing, with respect to up to $100,000,000 in Facility Increases, the Borrowers may receive the Requested Increase Amount by, subject to the approval of the Administrative Agent and the Issuing Lenders under the applicable Facility (such approvals not to be unreasonably withheld, delayed or conditioned), offering to such additional Persons (including the Lenders under the applicable Facility), as may be agreed by the U.S. Borrower and the Administrative Agent, the opportunity to make available such amount of new Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions, as applicable, under the applicable Facility. The effectiveness of all such increases (each such date, the applicable “Increase Effective Date”) in the Commitments or Total Dollar Working Capital Facility Uncommitted Tranche Portions, as applicable, under such Facility are subject to the satisfaction of the following conditions: (A) each Lender that so elects to increase its Commitment or Dollar Working Capital Facility Uncommitted Tranche Portion, as applicable, under such Facility (each an “Increasing Lender”), each New Lender, the Administrative Agent and the U.S. Borrower shall have executed and delivered an agreement, substantially in the form attached hereto as Exhibit P (an “Increase and New Lender Agreement”); (B)(i)(x) with respect to the Dollar Working Capital Facility, the aggregate Dollar Working Capital Facility Commitment plus the Total Dollar Working Capital Facility Uncommitted Tranche Portions after giving effect to such increases shall not exceed $1,200,000,000 in the aggregate and (y) with respect to the Multicurrency Working Capital Facility, the aggregate Multicurrency Working Capital Facility Commitment after giving effect to such increases shall not exceed $320,000,000; provided that the aggregate increases under clauses (i)(x) and (i)(y) shall not exceed $470,000,000 and (ii) with respect to the Acquisition Facility, the aggregate Acquisition Facility Commitments after giving effect to such increase shall not exceed $750,000,000; (C) any fees and other amounts (including pursuant to Section 11.6) payable by the U.S. Borrower in connection with such increase and accession shall have been paid; (D) no Default or Event of Default has occurred and is continuing or would result from such increase in the Commitments or Total Dollar Working Capital Facility Uncommitted Tranche Portions; (E) delivery of an Availability Certification dated as of the date of such increase and (F) with respect to each Mortgaged Property, the Administrative Agent shall have received (1) such amendments to the Mortgage and Security Agreements or new Mortgage and Security Agreements as are in form and substance reasonably satisfactory to the Administrative Agent, in each case, executed and delivered by a duly authorized officer of the relevant Loan Party to the extent necessary to reflect the increase in the applicable Facility (it being understood that, unless requested by the Administrative Agent, no amendment shall increase the amount secured thereby if the same will result in the payment of additional mortgage recording tax) and (2) with respect to each such Mortgage and Security Agreement, a date-down endorsement to the title insurance policy covering such Mortgage and Security Agreement (or if a date-down is not available for a particular jurisdiction, a new title insurance policy in the same insured amount as originally issued or marked up unconditional title commitment, pro forma policy or binder for such insurance) in each case in form and substance not materially less favorable to the Administrative Agent or the Lenders as such title policies or marked up unconditional title commitments, pro forma policies or binders delivered on or prior to the Restatement Effective Date, (3) evidence satisfactory to it that all premiums in respect of a related date-down endorsement or title policy (or policies) have been paid and (4) to the extent required by applicable Law, a standard flood hazard determination for each Mortgaged Property located in the United States, and with respect to any Mortgaged Property in the United States that is located in a special flood hazard area and with respect to any Mortgaged Property located in Canada in a flood plain, evidence of flood insurance in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, Extensions of Credit made under any Facility Increase shall bear interest at the rate otherwise applicable to corresponding Extensions of Credit under the applicable Facility.

(iv)          On any Increase Effective Date with respect to any Facility, (A) each Increasing Lender or New 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 Lenders under such Facility 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 Lender’s portion of the outstanding Loans of all Lenders under such Facility to equal its Commitment Percentage or Adjusted Dollar Working Capital Facility Uncommitted Tranche Percentage, as applicable, of such Loans, (B) the applicable Borrower shall be deemed to have repaid and reborrowed all outstanding Loans of all the Lenders under such Facility to equal its Commitment Percentage or Adjusted Dollar Working Capital Facility Uncommitted Tranche Percentage, as applicable, of such outstanding Loans as of the date of the applicable Facility Increase (with such reborrowing to consist of the Types of Loans, with related Interest Periods, if applicable, specified in a notice delivered by the applicable Borrower in accordance with the requirements of Section 4.3) and (C) the participations in Letters of Credit shall be adjusted to reflect changes in the applicable Commitment Percentages or Adjusted Dollar Working Capital Facility Uncommitted Tranche Percentage, as applicable. The deemed payments made pursuant to clause (B) of the immediately preceding sentence in respect of each Eurocurrency Loan shall be subject to indemnification by the applicable Borrower pursuant to the provisions of Section 4.14 if the deemed payment occurs other than on the last day of the related Interest Periods; provided, that the Administrative Agent and each Lender shall cooperate with the Borrowers to reduce and/or eliminate any such indemnification payments to the extent reasonably possible if such cooperation would not subject the Administrative Agent or such 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 Increase Effective Date with respect to any Facility, Schedule 1.0 of the Increase and New Lender Agreement, which shall reflect the Commitments and the Commitment Percentages, or the Total Dollar Working Capital Facility Uncommitted Tranche Portions and Dollar Working Capital Facility Uncommitted Tranche Percentages, as applicable, of the Lenders under such Facility at such time, shall be deemed to supersede Schedule 1.0 hereto without any further action or consent of any party. The Administrative Agent shall cause a copy of such revised Schedule 1.0 to be available to the Issuing Lenders and the Lenders.

4.2           Interest Rates and Payment Dates. (a)  Each Eurocurrency Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurocurrency Rate for such Eurocurrency Loan determined for such day plus the Applicable Margin.

(b)           Each Base Rate Loan (including Dollar Swing Line Loans and Multicurrency Swing Line Loans denominated in United States Dollars) shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin. Each Prime Rate Loan (including Multicurrency Swing Line Loans denominated in Canadian Dollars) shall bear interest at a rate per annum equal to the Prime Rate plus the Applicable Margin.

(c)            If all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due after giving effect to any applicable grace periods (whether at the stated maturity, by acceleration or otherwise), all outstanding Obligations (whether or not overdue) (to the extent legally permitted) shall bear interest at a rate per annum that is equal to (i) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2.00%, (ii) in the case of Reimbursement Obligations, the rate applicable to Base Rate Loans or (with respect to Reimbursement Obligations in respect of Letters of Credit denominated in Canadian Dollars) Prime Rate Loans in respect of the applicable Facility plus 2.00%, and (iii) in the case of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder, at a rate per annum equal to the rate then applicable to Base Rate Loans or (with respect to interest payable on any Loan denominated in Canadian Dollars or on any Reimbursement Obligations in respect of Letters of Credit denominated in Canadian Dollars) Prime Rate Loans under the applicable Working Capital Facility plus 2.00%, in each case, from the date of such nonpayment after giving effect to any applicable grace periods until such amount not paid when due is paid in full (after as well as before judgment).

(d)           Interest shall be payable in arrears on each Interest Payment Date or on the applicable date with respect to interest payable pursuant to Section 4.2(c) above.

4.3            Conversion and Continuation Options. (a)  The applicable Borrower may elect from time to time to Convert Eurocurrency Loans denominated in United States Dollars to Base Rate Loans or Convert Eurocurrency Loans denominated in Canadian Dollars to Prime Rate Loans by giving the Administrative Agent at least two (2) Business Days’ prior irrevocable notice of such election in the form attached hereto as Annex II (the “Continuation/Conversion Notice”), such Continuation/Conversion Notice specifying the Facility of the Loans to be Converted and the amount and the date such Conversion is to be made; provided that any such Conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The applicable Borrower may elect from time to time to Convert Base Rate Loans or Prime Rate Loans to Eurocurrency Loans by giving the Administrative Agent irrevocable notice of such election (in the form of a Continuation/Conversion Notice) prior to 1:00 p.m. (New York City time) at its New York office, three (3) Business Days before the date of such election. Any such notice of Conversion to Eurocurrency Loans shall specify the Facility of the Loans to be Converted, the amount to be Converted, the date of such Conversion and the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Relevant Facility Lender thereof. All or any part of outstanding Eurocurrency Loans, Base Rate Loans or Prime Rate Loans may be Converted as provided herein; provided that (i) no Base Rate Loan or Prime Rate Loan may be Converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have reasonably determined that such a Conversion is not appropriate and (ii) no Base Rate Loan or Prime Rate Loan may be Converted into a Eurocurrency Loan after the date that is one (1) month prior to the Applicable Facility Termination Date.

(b)           Any Eurocurrency Loans may be Continued as such upon the expiration of the then current Interest Period with respect thereto by the applicable Borrower giving the Administrative Agent irrevocable notice (in the form of a Continuation/Conversion Notice) prior to 1:00 p.m. (New York City time), at its New York office, in each case, three (3) Business Days before the date such Eurocurrency Loans are to be Continued, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans. If the applicable Borrower fails to give timely notice requesting a Continuation, then the applicable Loans shall be converted to Base Rate Loans (in the case of any Loans denominated in United States Dollars) or Prime Rate Loans (in the case of any Loans denominated in Canadian Dollars). Any automatic Conversion to Base Rate Loans or Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans.

(c)           During the existence of an Event of Default, no Loan may be requested as, Converted to or Continued as Eurocurrency Loans if the Required Lenders have reasonably determined that such a request, Conversion or Continuation is not appropriate.

4.4           Minimum Amounts of Tranches; Maximum Number of Tranches. (a)  All borrowings, Conversions and Continuations of Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of the Eurocurrency Loans comprising each Tranche shall be equal to $1,000,000 or C$1,000,000, as applicable, or a whole multiple of $100,000 or C$100,000, as applicable, in excess thereof.

(b)           No more than (i) an aggregate of twenty (20) Tranches of Eurocurrency Loans shall be outstanding at any one time under the Acquisition Facility and the Dollar Working Capital Facility, (ii) five (5) Tranches of Eurocurrency Loans denominated in United States Dollars shall be outstanding at any one time under the Multicurrency Working Capital Facility and (iii) five (5) Tranches of Eurocurrency Loans denominated in Canadian Dollars shall be outstanding at any one time under the Multicurrency Working Capital Facility; provided that for each Facility Increase in an aggregate principal amount of $50,000,000, two (2) additional Tranches of Eurocurrency Loans may be outstanding under the relevant Facility (up to a maximum of thirty-five (35) Tranches of Eurocurrency Loans for all Facilities) at any one time.

4.5           Repayment of Loans; Evidence of Debt. (a)  Each Borrower unconditionally promises to pay to the Administrative Agent for the account of the appropriate Lender or to the relevant Issuing Lender, as applicable, the then unpaid principal amount of each of its Acquisition Facility Loans and each of its Working Capital Facility Loans on the Maturity Date therefor. Each Borrower hereby further agrees to pay interest on the unpaid principal amount of its Loans and Reimbursement Obligations from time to time outstanding from the Restatement Effective Date until payment in full thereof at the rates per annum, and on the dates, set forth in Section 4.2.

(b)           Each Lender shall maintain in accordance with its usual practice a record or records setting forth all of the indebtedness of the Borrowers to such Lender resulting from each Loan or other extension of credit hereunder of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c)           The Administrative Agent, on behalf of the Borrowers, shall maintain the Register required by Section 11.7(d), and shall include a subaccount therein for each Lender, in which it shall record (i) the amount of each Loan and a copy of the Note, if any, evidencing such Loan, the Type thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest or fee due and payable or to become due and payable from any Borrower to each Lender hereunder, (iii) the amount of such Lender’s share of any Unreimbursed Amount and (iv) both the amount of any sum received by the Administrative Agent hereunder from any Borrower and each Lender’s share thereof.

(d)           The entries made in the Register and the records of each Lender maintained pursuant to Section 4.5(b) shall, to the extent permitted by applicable Law, be prima facie evidence of the existence and amounts of the obligations of the Borrowers therein recorded (absent manifest error); provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans and other extensions of credit hereunder made to such Borrower by such Lender in accordance with the terms of this Agreement.

(e)           Each Borrower agrees that, upon the request to the Administrative Agent by any Lender, such Borrower will execute and deliver to such Lender a promissory note evidencing the Dollar Working Capital Facility Committed Tranche Loans, the Dollar Working Capital Facility Uncommitted Tranche Loans, the Multicurrency Working Capital Facility Loans, the Dollar Committed Tranche Swing Line Loans, the Dollar Uncommitted Tranche Swing Line Loans, the Multicurrency Swing Line Loans or the Acquisition Facility Loans, as applicable, of such Lender, substantially in the form of Exhibit A-1, A-2, A-3, A-4, A-5, A-6 or A-7 as applicable, with appropriate insertions as to date and principal amount (individually, a “Note” and, collectively, the “Notes”).

4.6           Optional Prepayments. The Borrowers may at any time and from time to time prepay the Loans made to it, in whole or in part, without premium or penalty, upon notice by the applicable Borrower in the form attached hereto as Annex III (the “Notice of Prepayment”) delivered to the Administrative Agent (x) no later than 1:00 p.m. (New York City time) at least three (3) Business Days prior to the proposed prepayment date in the case of Eurocurrency Loans, (y) no later than 1:00 p.m. (New York City time) on the proposed prepayment date in the case of Base Rate Loans or Prime Rate Loans and (z) not later than 1:00 p.m. (New York City time) on the proposed prepayment date in the case of Swing Line Loans, in each case, which notice shall specify (x) the date and amount of prepayment, (y) which Loans shall be prepaid and (z) whether the prepayment is of Base Rate Loans, Prime Rate Loans, Eurocurrency Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, or the applicable Borrower revokes any notice of prepayment previously delivered pursuant to this Section 4.6 after the date/time specified above, the applicable Borrower shall also

pay any amounts owing pursuant to Section 4.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts payable pursuant to Section 4.14. Partial prepayments pursuant to this Section 4.6 shall be in an aggregate principal amount of $100,000 or C$100,000, as applicable, or a whole multiple thereof. If any Borrower shall make any prepayment of a Dollar Committed Tranche Swing Line Loan after 1:00 p.m. (New York City time) on the fifth Business Day following the making of such Dollar Committed Tranche Swing Line Loan and the Dollar Committed Tranche Swing Line Lender shall have requested from the applicable Lenders Refunded Dollar Committed Tranche Swing Line Loans in accordance with Section 2.6(a) on account of such Dollar Committed Tranche Swing Line Loan, the Administrative Agent shall apply such prepayment in the following order: first, to any other Dollar Committed Tranche Swing Line Loans outstanding at such time and second, to any outstanding Dollar Working Capital Facility Committed Tranche Loans that are Base Rate Loans of such Borrower. If the amount of such prepayment by any Borrower is greater than the outstanding amount of such Borrower’s Dollar Committed Tranche Swing Line Loans and Dollar Working Capital Facility Committed Tranche Loans that are Base Rate Loans at the time such prepayment is made, the Administrative Agent shall promptly remit the excess to such Borrower. If any Borrower shall make any prepayment of a Dollar Uncommitted Tranche Swing Line Loan after 1:00 p.m. (New York City time) on the fifth Business Day following the making of such Dollar Uncommitted Tranche Swing Line Loan and the Dollar Uncommitted Tranche Swing Line Lender shall have requested from the applicable Lenders Refunded Dollar Uncommitted Tranche Swing Line Loans in accordance with Section 2.6(a) on account of such Dollar Uncommitted Tranche Swing Line Loan, the Administrative Agent shall apply such prepayment in the following order: first, to any other Dollar Uncommitted Tranche Swing Line Loans outstanding at such time and second, to any outstanding Dollar Working Capital Facility Uncommitted Tranche Loans that are Base Rate Loans of such Borrower. If the amount of such prepayment by any Borrower is greater than the outstanding amount of such Borrower’s Dollar Uncommitted Tranche Swing Line Loans and Dollar Working Capital Facility Uncommitted Tranche Loans that are Base Rate Loans at the time such prepayment is made, the Administrative Agent shall promptly remit the excess to such Borrower. If any Borrower shall make any prepayment of a Multicurrency Swing Line Loan after 1:00 p.m. (New York City time) on the fifth Business Day following the making of such Multicurrency Swing Line Loan and the Multicurrency Swing Line Lender shall have requested from the applicable Lenders Refunded Multicurrency Swing Line Loans in accordance with Section 2.6(a) on account of such Multicurrency Swing Line Loan, the Administrative Agent shall apply such prepayment in the following order: first, to any other Multicurrency Swing Line Loans outstanding at such time and second, ratably to any outstanding Multicurrency Working Capital Facility Loans that are Base Rate Loans or Prime Rate Loans of such Borrower. If the amount of such prepayment by any Borrower is greater than the outstanding amount of such Borrower’s Multicurrency Swing Line Loans and Multicurrency Working Capital Facility Loans that are Base Rate Loans or Prime Rate Loans at the time such prepayment is made, the Administrative Agent shall promptly remit the excess to such Borrower.

4.7           Mandatory Prepayments. (a)  If on any date, the sum of the Total Working Capital Facility Extensions of Credit and the Acquisition Facility Working Capital Extensions of Credit exceeds the Aggregate Borrowing Base Amount, then (i) the U.S. Borrower shall specify, at its sole discretion, one or more of the Working Capital Facility Loans, the Acquisition Facility Working Capital Loans or the Swing Line Loans of the Borrowers to be prepaid and the Borrowers shall prepay such Loan or Loans, and/or (ii) the Borrowers shall Cash Collateralize, replace or decrease (if the beneficiary of such Letter of Credit agrees to such decrease) the amount of outstanding Working Capital Facility Letters of Credit or Acquisition Facility Working Capital Letters of Credit by an amount sufficient to eliminate such excess, no later than three (3) Business Days immediately following such date.

(b)           If on any date (i) the Total Acquisition Facility Acquisition Extensions of Credit shall exceed the Eligible Acquisition Asset Value, (ii) the Total Acquisition Facility Acquisition Extensions of Credit shall exceed the aggregate Acquisition Facility Commitments, (iii) the Total Dollar Working Capital Facility Committed Tranche Extensions of Credit shall exceed the aggregate Dollar Working Capital Facility Commitments, (iv) the Total Dollar Working Capital Facility Uncommitted Tranche Extensions of Credit shall exceed the Total Dollar Working Capital Facility Uncommitted Tranche Portions, (v) the Total Multicurrency Working Capital Facility Extensions of Credit shall exceed the aggregate Multicurrency Working Capital Facility Commitments and/or (vi) any extension of credit under this Agreement shall result in any Applicable Sub-Limit (with each Applicable Sub-Limit calculated including the Dollar Equivalent of any included Extensions of Credit denominated in Canadian Dollars) being exceeded, then (A) the U.S. Borrower shall specify, at its sole discretion, one or more Loans of the Borrowers to be prepaid and the Borrowers shall prepay such Loans and/or (B) the Borrowers shall Cash Collateralize, replace or decrease (if the beneficiary of such Letter of Credit agrees to such decrease) the amount of outstanding Letters of Credit by an amount sufficient to eliminate such excess, no later than three (3) Business Days immediately following such date.

(c)            Unless the Required Lenders shall otherwise agree, if on any date any Borrower or any other Loan Party shall receive Net Cash Proceeds from any individual Asset Sale or Recovery Event, then, unless a Reinvestment Notice shall be delivered in respect thereof within three (3) Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such third Business Day toward the prepayment of the relevant Loans (provided, however, that the U.S. Borrower shall specify, at its sole discretion, the Loans of the Borrowers to be so prepaid) and Cash Collateralization of the relevant Letters of Credit in accordance with (d), (e) and (f); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the relevant Loans and Cash Collateralization of the relevant Letters of Credit as set forth in (d) and (e).

(d)           Amounts prepaid pursuant to Section 4.7(c) from the proceeds of Asset Sales or Recovery Events with respect to Acquisition Assets shall be applied, first, to the prepayment of the Acquisition Facility Acquisition Loans that are Base Rate Loans, second, to the prepayment of the Acquisition Facility Acquisition Loans that are Eurocurrency Loans, third, to the Cash Collateralization of the Acquisition Facility Acquisition Letters of Credit, fourth, to the prepayment of the Swing Line Loans (ratably among the Working Capital Facilities), fifth, to the prepayment of Acquisition Facility Working Capital Loans that are Base Rate Loans, sixth, to the prepayment of Acquisition Facility Working Capital Loans that are Eurocurrency Loans, seventh, to the Cash Collateralization of the Acquisition Facility Working Capital Letters of Credit, eighth, to the prepayment of Working Capital Facility Loans that are Base Rate Loans or Prime Rate Loans (ratably among the Working Capital Facilities and, within the Multicurrency Working Capital Facility, ratably among the Base Rate Loans and the Prime Rate Loans), ninth, to the prepayment of Working Capital Facility Loans that are Eurocurrency Loans (ratably among the Working Capital Facilities), and tenth, to the Cash Collateralization of the Working Capital Facility Letters of Credit (ratably among the Working Capital Facilities).

(e)            Amounts prepaid pursuant to Section 4.7(c) from the proceeds of Asset Sales or Recovery Events with respect to assets included in the U.S. Borrowing Base or the Kildair Borrowing Base shall be applied, first, to the prepayment of the Swing Line Loans (ratably among the Working Capital Facilities), second, to the prepayment of Acquisition Facility Working Capital Loans that are Base Rate Loans, third, to the prepayment of Acquisition Facility Working Capital Loans that are Eurocurrency Loans, fourth, to the Cash Collateralization of the Acquisition Facility Working Capital Letters of Credit, fifth, to the prepayment of Working Capital Facility Loans that are Base Rate Loans or Prime Rate Loans (ratably among the Working Capital Facilities and, within the Multicurrency Working Capital Facility, ratably among the Base Rate Loans and the Prime Rate Loans), sixth, to the prepayment of Working Capital Facility Loans that are Eurocurrency Loans (ratably among the Working Capital Facilities), seventh, to the Cash Collateralization of the Working Capital Facility Letters of Credit (ratably among the Working Capital Facilities), eighth, to the prepayment of the Acquisition Facility Acquisition Loans that are Base Rate Loans, ninth, to the prepayment of the Acquisition Facility Acquisition Loans that are Eurocurrency Loans, and tenth, to the Cash Collateralization of the Acquisition Facility Acquisition Letters of Credit.

(f)            The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swing Line Loan, the applicable Swing Line Lenders) by written notice of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Loan, not later than 1:00 p.m. (New York City time), three (3) Business Days before the date of the prepayment, (ii) in the case of prepayment of a Base Rate Loan or Prime Rate Loan, not later than 1:00 p.m. (New York City time) on the date of the prepayment and (iii) in the case of prepayment of a Swing Line Loan, not later than 1:00 p.m. (New York City time) on the date of prepayment. Each such notice shall specify the prepayment date, the principal amount of each Loan or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the required amount of such prepayment. Promptly following receipt of any such notice (other than a notice relating solely to Swing Line Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment of an extension of credit shall be applied ratably to the Loans included in the prepaid extension of credit and otherwise in accordance with this Section 4.7(f). Prepayments shall be accompanied by accrued interest to the extent required by Section 4.2.

(g)           Any prepayment of Loans pursuant to this Section 4.7, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 4.9.

(h)           For the avoidance of doubt, no amounts prepaid under this Section 4.7 shall permanently reduce any Commitments or any Dollar Working Capital Facility Uncommitted Tranche Portions.

4.8           Computation of Interest and Fees. (a)  All fees and interest hereunder shall be calculated on the basis of a 360-day year for the actual days elapsed, except that (i) interest on Base Rate Loans calculated using clause (b) of the definition of “Base Rate”, (ii) interest on Prime Rate Loans calculated using clause (a) of the definition of “Prime Rate” and (iii) interest on Eurocurrency Loans denominated in Canadian Dollars shall, in each case, be calculated on the basis of a 365/366-day year, as the case may be, for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the U.S. Borrower and the Lenders of each determination of each Eurocurrency Rate for any Eurocurrency Loans outstanding. Any change in the interest rate on a Loan resulting from a change in the Base Rate or Prime Rate shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the U.S. Borrower and the Lenders of the effective date and the amount of each such change in interest rate.

(b)           Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the U.S. Borrower, deliver to the U.S. Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 4.2(a).

4.9           Pro Rata Treatment and Payments. (a)  Other than as expressly set forth herein, each borrowing by any Borrower from the Lenders hereunder and any reduction of the Commitments or Total Dollar Working Capital Facility Uncommitted Tranche Portions under any Facility shall be made pro rata according to the respective Commitment Percentages or Dollar Working Capital Facility Uncommitted Tranche Percentages, as applicable, of the Lenders under such Facility. Other than as expressly set forth herein, each payment (including each prepayment) by any Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of such Borrower’s Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders.

(b)           All payments (including prepayments) to be made by any Borrower hereunder on account of principal of Loans (other than Base Rate Loans or Prime Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by any Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off or counterclaim and shall be made prior to 1:00 p.m. (New York City time) on the due date thereof to the Administrative Agent for the account of the applicable Lenders at the office of the Administrative Agent specified in Section 11.2 in United States Dollars or Canadian Dollars, as applicable, in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(c)            Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage or Dollar Working Capital Facility Uncommitted Tranche Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand such amount with interest thereon at a rate equal to the daily average NYFRB Rate (in the case of United States Dollar denominated amounts) or the Administrative Agent’s cost of funds (in the case of Canadian Dollar denominated amounts) for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage or Dollar Working Capital Facility Uncommitted Tranche Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans (in the case of amounts denominated in United States Dollars) or Prime Rate Loans (in the case of amounts denominated in Canadian Dollars) on demand from the applicable Borrower (without duplication of the interest otherwise applicable thereto).

(d)           Subject to Sections 4.7(d) and (e) and Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Administrative Agent for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its applicable Commitment Percentage or Adjusted Dollar Working Capital Facility Uncommitted Tranche Percentage, first, to Base Rate Loans and Prime Rate Loans, ratably, and, second, to Eurocurrency Loans, ratably. Each payment of the Eurocurrency Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

4.10          Requirements of Law. (a)  If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender, the Administrative Agent with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Restatement Effective Date: