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THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Among

DELEK LOGISTICS PARTNERS, LP, a Delaware limited partnership, as a Borrower,

EACH OF THE OTHER BORROWERS FROM TIME TO TIME PARTY HERETO,

THE GUARANTORS FROM TIME TO TIME PARTY HERETO,

VARIOUS LENDERS AND L/C ISSUERS

FROM TIME TO TIME PARTY HERETO,

FIFTH THIRD BANK, an Ohio banking corporation,

as Administrative Agent,

BANK OF AMERICA, N.A., BBVA COMPASS, MUFG BANK, LTD., AND ROYAL BANK OF CANADA, as
Co-Syndication Agents,

and

BARCLAYS BANK PLC, CITIZENS BANK, N.A., PNC BANK, NATIONAL ASSOCIATION,
U.S. BANK NATIONAL ASSOCIATION, BANK HAPOALIM B.M., REGIONS BANK,
AND SUNTRUST BANK, as Co-Documentation Agents

DATED AS OF SEPTEMBER 28, 2018

FIFTH THIRD BANK, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BBVA COMPASS, MUFG BANK, LTD. AND ROYAL BANK OF CANADA, as Joint-Lead Arrangers and Joint-Bookrunners

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TABLE OF CONTENTS

        

    

    

    

    

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This Third Amended and Restated Credit Agreement is entered into as of September 28, 2018, by and among DELEK LOGISTICS PARTNERS, LP, a Delaware limited partnership (the “MLP” ), DELEK LOGISTICS OPERATING, LLC, a Delaware limited liability company ( “Delek Operating” ), DELEK MARKETING GP, LLC, a Delaware limited liability company ( “Delek Marketing GP” ), DELEK MARKETING & SUPPLY, LP, a Delaware limited partnership ( “Delek Marketing” ), DELEK CRUDE LOGISTICS, LLC, a Texas limited liability company ( “Delek Crude” ), DELEK MARKETING-BIG SANDY, LLC, a Texas limited liability company ( “Delek Big Sandy” ), MAGNOLIA PIPELINE COMPANY, LLC, a Delaware limited liability company ( “Magnolia” ), EL DORADO PIPELINE COMPANY, LLC, a Delaware limited liability company ( “El Dorado” ), SALA GATHERING SYSTEMS, LLC, a Texas limited liability company ( “SALA Gathering” ), PALINE PIPELINE COMPANY, LLC, a Texas limited liability company ( “Paline” ), DKL TRANSPORTATION, LLC, a Delaware limited liability company ( “DKL Transportation” ), DKL CADDO, LLC, a Delaware limited liability company ( “DKL Caddo” ), DKL RIO, LLC, a Delaware limited liability company ( “DKL Rio” ), DELEK LOGISTICS FINANCE CORP., a Delaware corporation ( “Delek Finance” ), DKL BIG SPRING, LLC, a Delaware limited liability company ( “DKL Big Spring” ), and the direct and indirect Subsidiaries of MLP from time to time party hereto, as Additional Borrowers (the MLP, Delek Operating, Delek Marketing GP, Delek Marketing, Delek Crude, Delek Big Sandy, Magnolia, El Dorado, SALA Gathering, Paline, DKL Transportation, DKL Caddo, DKL Rio, Delek Finance, DKL Big Spring, and such Additional Borrowers are each individually referred to herein as a “Borrower” and are collectively referred to herein as the “Borrowers” ), the various Guarantors from time to time party hereto, the various institutions from time to time party to this Agreement, as Lenders and L/C Issuers, FIFTH THIRD BANK, an Ohio banking corporation, as Administrative Agent, BANK OF AMERICA, N.A., BBVA COMPASS, MUFG BANK LTD. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.), and ROYAL BANK OF CANADA, as Co-Syndication Agents, and BARCLAYS BANK PLC, CITIZENS BANK, N.A., PNC BANK, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, BANK HAPOALIM B.M., REGIONS BANK, and SUNTRUST BANK, as Co‑Documentation Agents.

WHEREAS, the Borrowers, the lenders party thereto (the “Prior Lenders” ) and Fifth Third Bank, as Administrative Agent, previously entered into a Second Amended and Restated Credit Agreement dated as of December 30, 2014 (the “Prior Credit Agreement” ), pursuant to which the Prior Lenders agreed to extend certain credit facilities to the Borrowers, for the account of the Borrowers, on the terms and conditions set forth therein;

WHEREAS, the parties hereto have also agreed to amend and restate the Prior Credit Agreement pursuant to this Agreement;

WHEREAS, this Agreement constitutes for all purposes an amendment to the Prior Credit Agreement and not a new or substitute agreement;

NOW, THEREFORE, in consideration of the foregoing recitals and mutual agreements set forth in this Agreement, the parties to this Agreement agree as follows:

Section 1.1.    Definitions . The following terms when used herein shall have the following meanings:

“Acquired Business” means the entity or assets acquired by any Borrower or any Subsidiary in an Acquisition, whether before or after the Restatement Effective Date.

“Acquired Indebtedness” means Indebtedness of a Person whose assets or Ownership Interests are acquired by any Borrower or any Subsidiary of any Borrower in a Permitted Acquisition; provided, however that such Indebtedness is either Purchase Money Indebtedness or a Capital Lease with respect to equipment or mortgage financing with respect to real property, was in existence prior to the date of such Permitted Acquisition, and was not incurred in connection with, or in contemplation of, such Permitted Acquisition.

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person (other than from a Subsidiary of the MLP), (b) the acquisition of in excess of 50% of the capital stock, partnership interests, membership interests or equity of any Person (other than a Person that is a Subsidiary), or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is a Subsidiary), provided that the MLP or a Subsidiary is the surviving entity.

“Additional Borrower” is defined in Section 2.14(a) hereof.

“Additional Borrower Supplement” is defined in Section 2.14(a) hereof.

“Additional Commitments” is defined in Section 2.1(b) hereof.

“Additional Guarantor Supplement” is defined in Section 11.1 hereof.

“Adjusted LIBOR” means, for any Borrowing of Eurodollar Loans, a rate per annum equal to the quotient of (a) LIBOR, divided by (b) one minus the Reserve Percentage.

“Administrative Agent” means Fifth Third Bank, an Ohio banking corporation, as contractual representative for itself and the other Lenders and any successor pursuant to Section 9.8.

“Administrative Questionnaire” means, with respect to each Lender, an Administrative Questionnaire in a form supplied by the Administrative Agent and duly completed by such Lender.

“Affiliate” means any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, another Person. A Person shall be deemed to control another Person for the purposes of this definition if such Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the other Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise; provided that, in any event for purposes of this definition, any Person that owns, directly or indirectly, 10% or more of the securities having the ordinary voting power for the election of directors or governing body of a corporation or 10% or more of the partnership or other ownership interest of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person; provided further that any owner of publicly traded shares of Holdings (or any successor publicly traded entity thereto permitted by this Agreement) who would otherwise not constitute an Affiliate under this definition shall not be an Affiliate hereunder; provided further that any Person that would otherwise not constitute an Affiliate under this definition shall not be an Affiliate hereunder solely as a result of such Person controlling, being directly or indirectly controlled by, or being under direct or indirect common control with a Permitted Joint Venture; provided further that Non‑Controlled Joint Ventures shall not constitute an Affiliate under this definition except with respect to Section 6.8 of this Agreement.

“Agreement” means this Third Amended and Restated Credit Agreement, as the same may be amended, modified, restated or supplemented from time to time pursuant to the terms hereof.

“Applicable Margin” means, with respect to Loans, Reimbursement Obligations, and the commitment fees and Letter of Credit fees payable under Section 2.12, until the first Pricing Date, the rates per annum shown opposite Level   II below, and thereafter from one Pricing Date to the next the Applicable Margin means the rates per annum determined in accordance with the following schedule:

For purposes hereof, the term “Pricing Date” means, for any fiscal quarter of the Consolidated Group ending on or after September 30, 2018, the date on which the Administrative Agent is in receipt of the MLP’s most recent consolidated financial statements (and, in the case of the year-end financial statements, audit report) for the fiscal quarter then ended, pursuant to Section 6.1. The Applicable Margin shall be established based on the Total Leverage Ratio for the most recently completed fiscal quarter and the Applicable Margin established on a Pricing Date shall remain in effect until the next Pricing Date. If the Borrowers have not delivered the MLP’s consolidated financial statements by the date such financial statements (and, in the case of the year-end financial statements, audit report) are required to be delivered under Section 6.1, until such financial statements and audit report are delivered, the Applicable Margin shall be the highest Applicable Margin ( i.e., the Total Leverage Ratio shall be deemed to be greater than 4.50 to 1.0). If the Borrowers subsequently deliver such financial statements before the next Pricing Date, the Applicable Margin established by such late delivered financial statements shall take effect from the date of delivery until the next Pricing Date. In all other circumstances, the Applicable Margin established by such financial statements shall be in effect from the Pricing Date that occurs immediately after the end of the fiscal quarter covered by such financial statements until the next Pricing Date. Each determination of the Applicable Margin made by the Administrative Agent in accordance with the foregoing shall be conclusive and binding on the Borrowers and the Lenders absent manifest error. Notwithstanding the foregoing, if, as a result of any restatement of or other adjustment to the consolidated financial statements of the MLP or for any reason, the Lenders determine that (a) Total Leverage Ratio as calculated on any Pricing Date was inaccurate and (b) a proper calculation of Total Leverage Ratio would have resulted in a higher Applicable Margin for any period, then the Borrowers shall automatically and retroactively be obligated to pay to the Administrative Agent for the benefit of the Lenders, promptly on demand by the Administrative Agent, an amount equal to

the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.

“Application” is defined in Section 2.2(b).

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

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.9(b)(iii)), and accepted by the Administrative Agent, in substantially the form of Exhibit F or any other form approved by the Administrative Agent.

“Authorized Representative” means those persons shown on the list of officers provided by the Borrowers’ Agent on the date hereof, or on any update of any such list provided by the Borrowers’ Agent to the Administrative Agent, or any further or different officers of the Borrowers’ Agent so named by any Authorized Representative of the Borrowers’ Agent in a written notice to the Administrative Agent.

“Available Cash” has the meaning set forth in the MLP Partnership Agreement.

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

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

“Bank Product Liability” means the liability of any Borrower or any Guarantor owing to any of the Lenders, or any Affiliates of such Lenders, arising out of (a) the execution or processing of electronic transfers of funds by automatic clearing house transfer, wire transfer or otherwise to or from the deposit accounts of any Borrower and/or any Guarantor now or hereafter maintained with any of the Lenders or their Affiliates, (b) the acceptance for deposit or the honoring for payment of any check, draft or other item with respect to any such deposit accounts, (c) any other treasury, deposit, disbursement, and cash management services afforded to any Borrower or any Guarantor

by any of such Lenders or their Affiliates, and (d) stored value card, commercial credit card, commercial purchase card, and merchant card services.

“Base Rate” means for any day, the rate per annum equal to the greatest of: (a) the rate of interest announced by Fifth Third Bank, an Ohio banking corporation, from time to time as its “prime rate” as in effect on such day, with any change in the Base Rate resulting from a change in said prime rate to be effective as of the date of the relevant change in said prime rate (it being acknowledged that such rate may not be the Administrative Agent’s best or lowest rate), (b) the sum of (i) the Federal Funds Rate, plus (ii) .50% and (c) the sum of (i) the Adjusted LIBOR that would be applicable to a Eurodollar Loan with a 1 month Interest Period advanced on such day (or if such day is not a Business Day, the immediately preceding Business Day), plus (ii) 1.00%; provided that, in no event shall Base Rate be less than 0.00%.

“Base Rate Loan” means a Loan in U.S. Dollars bearing interest at a rate specified in Section 2.3(a).

“Beneficial Owner” means, for each Borrower, each of the following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of such Borrower's Ownership Interests; and (b) a single individual with significant responsibility to control, manage, or direct such Borrower.

“Big Spring Texas Property” means (a) certain logistics and related assets located at the refinery in Howard County, Texas, and (b) all fixtures, equipment, other personal property and interests in real property related thereto, in each case as acquired by DKL Big Spring on March 1, 2018.

“Borrower” and “Borrowers” are each defined in the introductory paragraph of this Agreement.

“Borrowers’ Agent” means the MLP.

“Borrowing” means the total of Loans of a single type advanced, continued for an additional Interest Period, or converted from a different type into such type by the Lenders on a single date and, in the case of Eurodollar Loans and Canadian CDOR Loans, for a single Interest Period. Borrowings of Loans are made and maintained ratably from each of the Lenders according to their Percentages. A Borrowing is “advanced” on the day Lenders advance funds comprising such Borrowing to the applicable Borrower, is “continued” on the date a new Interest Period for the same type of Loans commences for such Borrowing, and is “converted” when such Borrowing is changed from one type of Loans to the other, all as requested by the Borrowers’ Agent pursuant to Section 2.4(a). Borrowings of Swing Loans are made by the Administrative Agent in accordance with the procedures set forth in Section 2.10.

“Business” means (1) the ownership, leasing, operation, development, acquisition, disposition, marketing, expansion, repair and maintenance of Crude Oil and Refined Products logistics assets and businesses, (2) the ownership, marketing, acquisition and disposition of Crude Oil and Refined Products, (3) any business which supplies materials used in the operations or facilities of the MLP or any of its Subsidiaries or expands sales to any customers of the MLP or any of its Subsidiaries, and (4) any businesses customarily related, complementary, or ancillary to (1), (2) or (3) of this definition of “Business.”

“Business Day” means any day (other than a Saturday or Sunday) on which commercial banks are not authorized or required to close in Cincinnati, Ohio, and (a) if such day relates to the advance or continuation of, or conversion into, or payment of a Eurodollar Loan, any such day on which dealings in U.S. Dollar deposits are conducted by and between banks in the London interbank eurodollar market, and (b) if such day relates to the advance or continuation of, or conversion into, or payment of (i) a Canadian Prime Rate Loan, a day of the year on which Canadian commercial banks are open for dealings in Toronto, Ontario, Canada or (ii) a Canadian CDOR Loan, a day of the year on which Canadian commercial banks are open for dealings in Toronto, Ontario, Canada and commercial banks are open for business in London, England.

“Canadian Benefit Plans” means all present and future material employee benefit plans of any nature or kind whatsoever that are not Canadian Pension Plans to which the General Partner, any Borrower or any Subsidiary has any liability, contingent or otherwise, for employees or former employees in Canada, other than Canadian Union‑Administered Plans.

“Canadian CDOR Loan” means a Loan in Canadian Dollars bearing interest as set forth in Section 2.3(d).

“Canadian Dollar Equivalent” means in relation to any Obligation or amount denominated in U.S. Dollars, the amount of Canadian Dollars which would be realized by converting U.S. Dollars into Canadian Dollars at the exchange rate generated by the Reuters Market Data System, or by any successor to such system, for such exchange rate on the date on which a computation thereof is required to be made; provided that if such system or successor to such system is not available, the exchange rate shall be that rate quoted to the Administrative Agent at approximately 11:00 a.m. (London time) three Business Days prior to the date on which a computation thereof is required to be made by major banks in the interbank foreign exchange market for the purchase of Canadian Dollars for such currency.

“ Canadian Dollars ” and “Cdn $” each means the lawful currency of Canada.

“Canadian Insolvency Legislation” means legislation in Canada relating to reorganization, arrangement, compromise or re‑adjustment of debt, dissolution or winding‑up, or any similar legislation, and specifically includes for greater certainty the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding‑Up and Restructuring Act (Canada).

“Canadian Joint Venture” means any Permitted Joint Venture organized under the laws of Canada or any province or other political subdivision thereof.

“Canadian L/C Issuers” means (a) Fifth Third Bank, an Ohio banking corporation and (b) any other Lender that shall have become an L/C Issuer as provided in Section 2.2(j)(i), other than any such Person that shall have ceased to be an L/C Issuer as provided in Section 2.2(j)(ii), each in its capacity as an issuer of Canadian Letters of Credit hereunder.

“Canadian L/C Obligations” means, at any time the same is to be determined, (i) the full amount available for drawing under all outstanding Canadian Letters of Credit and (ii) all unpaid Canadian Reimbursement Obligations.

“Canadian L/C Sublimit” means U.S. $40,000,000, as the same may be reduced or increased at any time or from time to time pursuant to the terms hereof.

“ Canadian Lenders ” means and includes the banks, financial institution and other lenders from time to time party to this Agreement with a Canadian Revolving Credit Commitment as set forth on Schedule 1, including each assignee of a Canadian Lender pursuant to Section 10.9 hereof. Unless the context requires otherwise, the term “Canadian Lenders” includes the Administrative Agent as the maker of Canadian Swing Loans.

“Canadian Letter of Credit” is defined in Section 2.2(a).

“Canadian Loan” means any Canadian Revolving Loan or Canadian Swing Loan.

“Canadian Participating Interest” is defined in Section 2.2(d).

“Canadian Participating Lender” is defined in Section 2.2(d).

“Canadian Pension Plan” means each present and future plan which is a registered pension plan for the purposes of the Income Tax Act (Canada) to which the General Partner, any Borrower or any Subsidiary has any liability, contingent or otherwise, for employees or former employees in Canada, other than Canadian Union-Administered Plans.

“Canadian Pension Regulator” is defined in Section 7.1(h) hereof.

“ Canadian Prime Rate ” means for any day the greater of: (a) the floating annual rate of interest announced by the Bank of Canada as its “prime business rate” as in effect on such day; and (b)(i) the 30-day CDOR Rate applicable on such day plus (ii) 0.50%.

“Canadian Prime Rate Loan” means a Loan in Canadian Dollars bearing interest as set forth in Section 2.3(b).

“Canadian Reimbursement Obligations” means Reimbursement Obligations arising from a Canadian Letter of Credit.

“ Canadian Revolver Percentage ” means, for each Canadian Lender, the percentage of the aggregate Canadian Revolving Credit Commitments represented by such Canadian Lender’s Canadian Revolving Credit Commitment or, if the Canadian Revolving Credit Commitments have been terminated, the percentage held by such Canadian Lender (including through participation interests in Canadian Reimbursement Obligations) of the aggregate principal amount of all Canadian Revolving Loans and Canadian L/C Obligations then outstanding.

“ Canadian Revolving Credit ” means the credit facility for making Canadian Revolving Loans and Canadian Swing Loans and issuing Canadian Letters of Credit described in Sections 2.1(d), 2.2, and 2.10.

“ Canadian Revolving Credit Commitment ” means, as to any Lender, the obligation of such Lender to make Canadian Revolving Loans and to participate in Canadian Swing Loans and Canadian Letters of Credit issued for the account of the Borrowers hereunder in an aggregate principal or face amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1, as the same may be reduced, or otherwise modified at any time or from time to time pursuant to the terms hereof. The Borrowers and the Lenders acknowledge and agree that the Canadian Revolving Credit Commitments of the Lenders aggregate U.S. $100,000,000 as of the Restatement Effective Date.

“ Canadian Revolving Loan ” and “Canadian Revolving Loans” are each defined in Section 2.1(d) hereof and, as so defined, includes a Base Rate Loan or Eurodollar Loan (if denominated in U.S. Dollars) or a Canadian Prime Rate Loan or a Canadian CDOR Loan (if denominated in Canadian Dollars), each of which is a “type” of Revolving Loan hereunder.

“ Canadian Revolving Note ” is defined in Section 2.11(d) hereof.

“Canadian Sanctions Programs” means economic, trade, or financial sanctions programs administered or enforced by any Canadian sanctions authority pursuant to all applicable Canadian laws regarding sanctions and export controls, including the United Nations Act, the Special Economic Measures Act, the Export and Import Permits Act, the Freezing Assets of Foreign Corrupt Officials Act, the Defense Production Act, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, the Anti-Terrorism Act and any and all other similar Canadian statutes and regulations.

“Canadian Subsidiary” means any Subsidiary organized under the laws of Canada or any province or other political subdivision thereof.

“Canadian Swing Line” means the credit facility for making one or more Canadian Swing Loans described in Section 2.10.

“Canadian Swing Line Sublimit” means U.S. $10,000,000, as the same may be reduced or increased at any time or from time to time pursuant to the terms hereof.

“Canadian Swing Loan” and “Canadian Swing Loans” are each defined in Section 2.10(a).

“Canadian Swing Note” is defined in Section 2.11(d).

“Canadian Union-Administered Plans” shall mean all present and future Canadian pension plans and Canadian employee benefit plans of any type whatsoever, administered entirely by a union or union representatives or by trustees of which at least half are union representatives, other than a plan in respect of which any director, officer, employee, agent or representative of the General Partner, any Borrower or any Subsidiary has acted or is acting as a trustee or has been or is involved in the administration, to which the General Partner, any Borrower or any Subsidiary has any liability, contingent or otherwise, for the benefit of current or former Canadian employees.

“Capital Expenditures” means, with respect to any Person for any period, the aggregate amount of all expenditures (whether paid in cash or accrued as a liability) by such Person during that period for the acquisition or leasing (pursuant to a Capital Lease) of fixed or capital assets or additions to property, plant, or equipment (including replacements, capitalized repairs, and improvements) which should be capitalized on the balance sheet of such Person in accordance with GAAP.

“Capital Lease ” means any lease of Property which in accordance with GAAP is required to be capitalized on the balance sheet of the lessee.

“Capital Project” means the construction, refurbishment, repurposing, modification or expansion of any capital project and any expenditures associated therewith, including any such construction or expansion made by a Borrower and any such construction, refurbishment, repurposing, modification or expansion made by a Permitted Joint Venture.

“Capitalized Lease Obligation” means, for any Person, the amount of the liability shown on the balance sheet of such Person in respect of a Capital Lease determined in accordance with GAAP.

“ Captive Insurance Subsidiary ” means a Subsidiary of Holdings organized in a state of the United States and established for the sole purpose of insuring the business and properties owned by Holdings and its Subsidiaries, which, for purposes of this definition, shall include the MLP and its Subsidiaries, and that is subject to regulation as an insurance company.

“Cash Collateral” shall have a meaning correlative to the cash or deposit account balances referred to in the definition of Cash Collateralize set forth in this Section 1.1 and shall include the proceeds of such cash collateral and other credit support.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Administrative Agent and the Lenders or the L/C Issuers (as applicable), as collateral for L/C Obligations, obligations in respect of Swing Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer or Administrative Agent benefiting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent or (b) the applicable L/C Issuer.

“Cash Equivalents” means, as to any Person: (a) investments in direct obligations of the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one year of the date of acquisition thereof; (b) investments in commercial paper rated at least P‑1 by Moody’s or at least A‑1 by S&P (or, if at any time neither Moody’s or S&P shall be rating such obligations, an equivalent rating from another nationally recognized rating service) maturing within 90 days from the date of issuance thereof; (c) certificates of deposit or bankers’ acceptances maturing within one year from the date of acquisition thereof and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (i) is at least “adequately capitalized” (as defined in the regulations of its primary federal banking regulator) and (ii) has Tier 1 capital (as defined in such regulations or as described on the FDIC website or other materials

promulgated by the FDIC) of not less than U.S. $100,000,000; (d) investments in repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (c) above, provided all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System; (e) marketable short-term money market or similar securities having a rating of at least P-2 by Moody’s or A-2 by S&P (or, if at any time neither Moody’s or S&P shall be rating such obligations, an equivalent rating from another nationally recognized rating service); (f) investments in any money market mutual funds that (i) invest solely, and which are restricted by their respective charters to invest solely, in investments of the type described in the immediately preceding clauses (a), (b), (c), and (d) above, and (ii) have net assets of not less than $1,000,000,000; and (g) investments approved by the Administrative Agent.

“ CDOR Rate ” means, with respect to a Canadian CDOR Loan, for any Interest Period, the rate per annum determined by the Administrative Agent by reference to the average of the rates displayed on the “Reuters Screen CDOR Page” (as defined in the International Swap Dealer Association, Inc. definitions, as amended from time to time), or such other page as may replace such page on such screen for the purpose of displaying Canadian interbank bid rates for Canadian Dollar bankers’ acceptances) applicable to Canadian Dollar bankers’ acceptances (on a three hundred sixty-five (365) day basis) with a term comparable to such Interest Period as of 10:00 a.m. (Cincinnati, Ohio time) on the first day of such Interest Period (as adjusted by the Administrative Agent after 10:00 a.m. (Cincinnati, Ohio time) to reflect any error in a posted rate or in the posted average annual rate of interest); provided that, in no event shall the CDOR Rate be less than 0.00%. No adjustment shall be made to account for the difference between the number of days in a year on which the rates referred to in this definition are based and the number of days in a year on the basis of which interest is calculated in this Agreement.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the EPA.

“Certificate of Beneficial Ownership” means, for each Borrower, a certificate in form and substance acceptable to the Administrative Agent (as amended or modified by the Administrative Agent from time to time in its sole discretion), certifying, among other things, the Beneficial Owner of such Borrower as required by 31 C.F.R. § 1010.230 .

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

“Change of Control” means any of the following events or conditions: (a) the General Partner shall cease to be the sole general partner of the MLP; (b) Holdings shall cease, directly or indirectly, to own and control legally and beneficially at least 51% of the Ownership Interests in the General Partner; (c) either (x) Holdings shall cease to be able, directly or indirectly, to appoint a majority of the members of the board of directors (or similar governing body) to the General Partner or (y) failure of the majority of the board of directors (or similar governing body) of the General Partner to be comprised of directors directly or indirectly appointed by Holdings, and (d) the MLP shall cease, directly or indirectly, to own and control legally and beneficially at least 100% of the Ownership Interests of any other Borrower and at least 50% of the Ownership Interests of any Subsidiary, unless otherwise permitted in this Agreement.

“Code” means the Internal Revenue Code of 1986, or any successor statute thereto.

“Co-Documentation Agents” means, collectively, Barclays Bank PLC, Citizens Bank, N.A., PNC Bank, National Association, U.S. Bank National Association, Bank Hapoalim B.M., Regions Bank, and SunTrust Bank, in their capacity as co-documentation agents hereunder.

“Collateral” means all properties, rights, interests, and privileges from time to time subject to the Liens granted to the Administrative Agent, or any security trustee therefor, by the Collateral Documents, but excluding any Non-Collateral Assets.

“Collateral Account” is defined in Section 4.5(a).

“Collateral Documents” means the Deeds of Trust, the Security Agreement, and all other, security agreements, pledge agreements, control agreements, assignments, financing statements and other documents pursuant to which Liens are granted to the Administrative Agent by the

Borrowers and the Guarantors or such Liens are perfected, and as shall from time to time secure or relate to the Obligations, the Hedging Liability, and the Bank Product Liability, or any part thereof, but not including any Hedge Agreements or agreements governing Bank Product Liabilities.

“Commercial Operation Date” means the date on which a Material Project is substantially complete and commercially operable.

“Commitments” means, collectively, the Canadian Revolving Credit Commitment and the U.S. Revolving Credit Commitment.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C § 1 et seq. ).

“Common Units” means the common units and subordinated units representing limited partnership interests in the MLP.

“Communications” is defined in Section 10.8(d)(ii).

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

“Consent Agreements” means, collectively, those certain Consent and Agreements from MLP, Lion Oil, Lion Oil Trading & Transportation, LLC, Holdings, Delek Refining, the General Partner, Delek Logistics Services, Alon USA Partners, LP, Alon USA GP II, LLC, Alon USA Delaware, LLC, Alon USA Refining, LLC, Alon USA, LP, and Alon Paramount Holdings, Inc., as applicable.

“Consent Decree” means certain Consent Decree entered by the United States District Court for the Southern District of Texas (the “Court” ) on September 21, 2010, as matter of United States v. Plains All American Pipeline L.P.; Plains Pipeline, L.P.; Plains Marketing GP Inc., and Plains Marketing, L.P. (collectively, the “ Defendants” ), as amended by that certain First Amendment to the Consent Decree entered by the Court on January 19, 2012 as a matter of United States v. the Defendants and Delek Crude .

“Consolidated Group” means the MLP and its Subsidiaries; provided , that, if at any time or during any period in which, in accordance with GAAP, any Permitted Joint Venture is required to be consolidated with the MLP and its Subsidiaries, then “Consolidated Group” shall include each such Consolidating Joint Venture solely with respect to the following defined terms (and the component definitions within such defined terms) and the following Sections: Applicable Margin, EBITDA, Interest Expense, Net Income, Senior Leverage Ratio, Temporary Increase Period, Total Funded Debt, Total Leverage Ratio, Section 1.3, Sections 6.1(a), (b), and (c), and Section 6.20;

provided, however that, notwithstanding anything in the foregoing to the contrary, in no event shall any such consolidation of a Consolidating Joint Venture (i) cause such Total Funded Debt, at the time of determination thereof, to be different than the sum of (a) the amount at such time the Total Funded Debt would otherwise be for the Consolidated Group absent the consolidation of such Consolidating Joint Venture plus (b) the Indebtedness at such time of such Consolidating Joint Venture, if, and only to the extent, such Indebtedness is also a Contingent Obligation of the MLP or any of its Subsidiaries, or (ii) cause the EBITDA for the applicable period to be different from the sum of (a) the amount for such period the EBITDA would otherwise be for the Consolidated Group absent the consolidation of such Consolidating Joint Venture plus (b) the amount equal to the EBITDA of such Consolidating Joint Venture for such period in an amount proportionate to the Borrowers’ pro rata equity ownership of such Consolidating Joint Venture, plus, without duplication of any amounts included under the foregoing clause (ii)(b), (c) any Material Project EBITDA Adjustment for such Consolidating Joint Venture for which there is a Material Project EBITDA Adjustment; provided that, notwithstanding anything herein to the contrary, if the Permian Joint Venture is a Consolidating Joint Venture, the amount of EBITDA added with respect to it shall be determined according to the second paragraph in the definition of EBITDA and any other impact of the Permian Joint Venture on EBITDA shall be disregarded.

“Consolidating Joint Venture” means a Permitted Joint Venture required to be consolidated with the MLP and its Subsidiaries in accordance with GAAP.

“Contingent Obligation” means as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness ( “primary obligations” ) of any other Person (the “primary obligor” ) in any manner, whether directly or indirectly, including, any obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) 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 (d) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business or entered into in the ordinary course of business in connection with any contractual arrangement, including any acquisition, capital expenditure, investment or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated

or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“Contributed Assets” means the assets contributed or otherwise transferred by the applicable Contributing Affiliate to the MLP or any of its Subsidiaries, whether prior to or after the Restatement Effective Date.

“Contributing Affiliates” means Holdings, Lion Oil, Limited Guarantor and any other Affiliate of Holdings that contributes or otherwise transfers assets to the MLP or any of its Subsidiaries, whether prior to or after the Restatement Effective Date.

“Controlled Group” means all members of a controlled group of corporations, limited liability companies, partnerships and all trades or businesses (whether or not incorporated) under common control which, together with any Borrower or any Guarantor, are treated as a single employer under Section 414(b) or (c) of the Code or, solely with respect to Section 412 of the Code or Section 302 of ERISA, under Sections 414 (b), (c), (m) or (o) of the Code.

“Controlled Joint Venture” means each Permitted Joint Venture for which the MLP and its Affiliates own, in the aggregate, fifty percent (50%) or more of the Voting Stock of such Permitted Joint Venture.

“Co-Syndication Agents” means, collectively, Bank of America, N.A., BBVA Compass, MUFG Bank Ltd. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.), and Royal Bank of Canada, in their capacity as co-syndication agents hereunder.

“Credit Event” means the advancing of any Loan, the continuation of or conversion into a Eurodollar Loan (but excluding any advance of a Loan made for the purpose of repaying Swing Loans or repaying unpaid Reimbursement Obligations), or the issuance of, or extension of the expiration date or increase in the amount of, any Letter of Credit.

“Crude Oil” means the unrefined mixture of liquid hydrocarbons, of any grade or specific gravity, commonly known as petroleum or oil, fuel energy related commodities, ethanol, biodiesel, and other feedstocks, intermediate products and additives to any of the foregoing.

“Damages” means all damages, including punitive damages, liabilities, costs, expenses, losses, judgments, diminutions in value, fines, penalties, demands, claims, cost recovery actions, lawsuits, administrative proceedings, orders, response action, removal and remedial costs, compliance costs, investigation expenses, consultant fees, attorneys’ and paralegals’ fees and litigation expenses.

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

“Deeds of Trust” means, collectively, each Deed of Trust, Assignment of Rents, Security Agreement, and Fixture Filing, each Leasehold Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, each Mortgage and Security Agreement with Assignment of Rents and each Leasehold Mortgage and Security Agreement with Assignment of Rents between a Borrower or a Guarantor, as applicable, and the Administrative Agent relating to such Borrower’s or such Guarantor’s real property, fixtures and interests in real property owned as of the Restatement Effective Date in the States of Arkansas, Louisiana, Oklahoma, Tennessee, and Texas any other mortgages or deeds of trust delivered to the Administrative Agent pursuant to Section 4.2.

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

“Defaulting Lender” means, subject to Section 8.7(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such good faith 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 such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Administrative Agent in its capacity as the maker of Swing Loans or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Loans) within two Business Days of the date when due, (b) has notified the Borrowers, the Administrative Agent, the L/C Issuer or the Administrative Agent in its capacity as the maker of Swing Loans in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and 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 such writing or public statement) cannot be satisfied), (c) has failed, within two Business Days after written request by the Administrative Agent or the Borrowers, to confirm in writing to the Administrative Agent and the Borrowers that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrowers), or (d) has, or has a direct or indirect parent company that has, (i) become the

subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action”; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 8.7(b)) upon delivery of written notice of such determination to the Borrowers, the L/C Issuers, the Administrative Agent in its capacity as the maker of Swing Loans and each Lender.

“Delek Big Sandy” is defined in the introductory paragraph of this Agreement.

“Delek Crude” is defined in the introductory paragraph of this Agreement.

“Delek Finance” is defined in the introductory paragraph of this Agreement

“Delek Logistics Services” means Delek Logistics Services Company, a Delaware corporation.

“Delek Marketing” is defined in the introductory paragraph of this Agreement.

“Delek Marketing GP” is defined in the introductory paragraph of this Agreement.

“Delek Operating” is defined in the introductory paragraph of this Agreement.

“Delek Refining” means Delek Refining, Ltd., a Texas limited partnership.

“Designated Agreements” means, collectively, the Wells Fargo Intercreditor Agreement, the J. Aron Acknowledgement Agreement, and the Consent Agreements.

“ Designated Canadian Equity Issuances ” means any issuances otherwise permitted hereunder of new equity securities of the MLP, for which all or any portion of the consideration for such issuance is designated to be used for the purpose of financing investments, loans or advances made by the Borrowers (and any of their Subsidiaries that are not Excluded Subsidiaries) in and to

Excluded Subsidiaries; provided that, such designation is reasonably acceptable to the Administrative Agent.

“Disposition” means the sale, lease, conveyance or other disposition of Property, other than sales or other dispositions expressly permitted under Sections 6.13(a), 6.13(b), 6.13(c), 6.13(d), 6.13(e), 6.13(f), 6.13(g) or 6.13(h).

“Disproportionate Advance” is defined in Section 2.4(e).

“DKL Big Spring” is defined in the introductory paragraph of this Agreement.

“DKL Caddo” is defined in the introductory paragraph of this Agreement.

“DKL Rio” is defined in the introductory paragraph of this Agreement.

“DKL Transportation” is defined in the introductory paragraph of this Agreement.

“Domestic Subsidiary ” means a Subsidiary that is not a Foreign Subsidiary.

“EBITDA” means, with reference to any period, Net Income for such period plus (x) the sum of all amounts deducted in arriving at such Net Income amount in respect of (a) Interest Expense for such period, (b) federal, state, and local income taxes for such period, (c) depreciation of fixed assets and amortization of intangible assets for such period, (d) non-cash equity-based compensation for employees, officers and directors of the MLP and its Affiliates, including equity-based compensation recognized pursuant to SFAS 123, and (e) non-cash extraordinary charges for such period incurred by the MLP or its Subsidiaries to comply with GAAP, and minus (y) the sum of all amounts added in arriving at such Net Income in respect of any non-cash extraordinary credits for such period established by the Borrowers to comply with GAAP; provided that EBITDA shall be calculated on a pro forma basis, without duplication, and in a manner reasonably acceptable to the Administrative Agent, to give effect to any Permitted Acquisition and any Material Disposition consummated at any time after the Restatement Effective Date and on or after the first day of a test period under Section 6.20 as if such Permitted Acquisition or Material Disposition had occurred on the first day of such test period, with such cash and non-cash adjustments that are approved by the Administrative Agent. As used herein, a “ Material Disposition ” means a sale, lease, conveyance or other disposition of Property by the MLP or any of its Subsidiaries for which the EBITDA attributable to such Property (as determined in good faith by the Borrowers’ Agent and consented to by the Administrative Agent) for the immediately prior 12-month period prior to such disposition was equal to or greater than U.S. $1,000,000.

Furthermore, if the Permian Acquisition is consummated as permitted hereby, EBITDA may be increased at the Borrowers’ option by an amount equal to the actual cash dividends or other distributions received by the MLP or its Subsidiaries from the Permian Joint Venture during such period, provided that, at the Borrowers’ option and with written approval of the Administrative Agent, a quarterly amount calculated as an increase to EBITDA attributable to the applicable Borrower’s or Guarantor’s percentage of ownership in the Permian Joint Venture (or such other percentage applicable to cash distributions that such Borrower or Guarantor would be entitled to receive under the Organization Documents of the Permian Joint Venture at such time if the Permian Joint Venture were to make a cash distribution to its equity holders at such time, regardless of whether such distribution would be actually permitted under such Organization Documents) may be added to EBITDA for each of the four consecutive fiscal quarters immediately prior to such consummation date (such amount for each of the immediately prior four fiscal quarters to be determined based upon actual revenues realized as a result of operations of the Permian Joint Venture and actual expenses incurred from such operations, adjusted on a pro forma basis to account for expenses or gains and other reductions or increases to income reasonably expected to be incurred by the Permian Joint Venture during the first 365 day period following the date of the Permian Acquisition) (the total amount by which EBITDA increases during any period either pursuant this proviso or as a result of actual cash received from the Permian Joint Venture shall be referred to herein as the “ First Permian Adjustment Amount”) ; provided further that, in the event that the Permian Joint Venture undertakes the Permian Expansion, in addition to the First Permian Adjustment Amount, at the Borrowers’ option and with written approval of the Administrative Agent, a Permian Expansion Adjustment Amount may be added to EBITDA for the applicable period; provided however that, in no event shall any adjustment to EBITDA pursuant to this paragraph exceed $175,000,000 in the aggregate during any four quarter period.

Furthermore, in the event that any Borrower or any Permitted Joint Venture (excluding the Permian Joint Venture) undertakes a Material Project, a Material Project EBITDA Adjustment may be added to EBITDA at the Borrowers’ option in amount approved by the Administrative Agent. As used herein, a “Material Project EBITDA Adjustment” means, with respect to each Material Project:

(I)    prior to the Commercial Operation Date of a Material Project that is a Capital Project (and excluding the fiscal quarter in which such Commercial Operation Date occurs), an amount calculated as a percentage (based upon the then‑current completion percentage of such Material Project) of the projected EBITDA attributable to such Material Project for the first 365‑day period following the Scheduled Commercial Operation Date of such Material Project (such amount to be determined based on customer contracts or tariff‑based customers relating to such Material Project, the creditworthiness of the other parties to such contracts or such tariff‑based customers, projected revenues from such contracts and tariffs,

capital costs and expenses relating to such Material Project, the Scheduled Commercial Operation Date for such Material Project, and other factors reasonably deemed appropriate by the Administrative Agent), which amount may, at the Borrower’s option subject to the approval of the Administrative Agent, be added to actual EBITDA for the fiscal quarter in which construction of such Material Project commences and for each fiscal quarter thereafter until the Commercial Operation Date of such Material Project (excluding the fiscal quarter in which such Commercial Operation Date occurs); provided that if the actual Commercial Operation Date does not occur by the Scheduled Commercial Operation Date, then the foregoing amount shall be reduced, for quarters ending after the Scheduled Commercial Operation Date to (but excluding) the fiscal quarter in which the actual Commercial Operation Date occurs, by the following percentage amounts depending on the period of delay (based on the period of actual delay or then‑estimated delay (if available), whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days but not more than 180 days, 25%, (iii) longer than 180 days but not more than 270 days, 50%, and (iv) longer than 270 days, 100% (the amount under this clause (I) solely attributable to Material Joint Venture Projects, the “Pro Forma Material Project EBITDA Adjustment” );

(II)    beginning with the fiscal quarter in which the Commercial Operation Date of a Material Project that is a Capital Project occurs and for the three (3) immediately succeeding fiscal quarters, an amount calculated as the projected EBITDA of the Borrower attributable to such Material Project (determined in the same manner as set forth in clause (I) above) for the 365‑day period following such Commercial Operation Date, expressed as a daily amount and multiplied by the number of days not yet elapsed in such 365‑day period following the Commercial Operation Date, which amount may, at Borrower’s option subject to the approval of the Administrative Agent, be added to actual EBITDA for such fiscal quarters; and

(III)    with respect to each Existing Operating Asset Project, at the Borrower’s option and subject to the approval of the Administrative Agent, for the fiscal quarter in which the respective Permitted Joint Venture commences operations of the applicable Existing Operating Asset Project and for the three (3) immediately succeeding fiscal quarters thereafter, an amount calculated as the EBITDA attributable to such Existing Operating Asset Project for each of the four consecutive fiscal quarters immediately prior to such commencement date (determined based upon (i) actual revenues realized as a result of operations of the relevant Existing Operating Asset during each of such four fiscal quarters and actual expenses incurred from such operations during the same four fiscal quarters or (ii) to the extent such actual revenues and expenses are unavailable, historical revenues and expenses reasonably attributable to such Existing Operating Asset for each of such four fiscal quarters, with such determinations pursuant to the foregoing clauses (i) or (ii) in all

instances (x) adjusted on a pro forma basis to account for expenses or gains and other reductions or increases to income reasonably expected to be incurred by such Permitted Joint Venture during the first 365 day period following the date such Permitted Joint Venture commences operations of such Existing Operating Asset Project and (y) including the pro forma adjustments to EBITDA pursuant to the foregoing clause (x)) (such amounts for each such quarter, the “Attributed EBITDA” ); provided that, to the extent that such Permitted Joint Venture has made actual cash distributions to the MLP or its Subsidiaries, such Attributed EBITDA will be reduced by that amount relating to the period for such Attributed EBITDA that corresponds with the period for which the MLP or its Subsidiaries have received such actual cash distributions.

Notwithstanding the foregoing: (A) no Material Project EBITDA Adjustment shall be allowed with respect to any Material Project unless: (y) the Borrowers shall have satisfied the requirements of Section 6.1(d) with respect thereto, and (z) the Administrative Agent shall have approved such adjustment; (B) the aggregate amount of all Material Project EBITDA Adjustments relating to Material Projects during any period shall be limited to 25% of the total actual EBITDA of the Consolidated Group for such period (which total actual EBITDA shall be determined without including any Material Project EBITDA Adjustments relating to Material Projects); provided that, the aggregate amount of all Material Project EBITDA Adjustments relating to Material Joint Venture Projects during any period shall be limited to 20% of the total actual EBITDA of the Consolidated Group for such period (which total actual EBITDA shall be determined without including any Material Project EBITDA Adjustments relating to Material Joint Venture Projects); and (C) a Material Project EBITDA Adjustment shall be allowed for any Material Joint Venture Project of a Consolidating Joint Venture in an amount proportionate to the Borrowers’ pro rata equity ownership of such Consolidating Joint Venture, and (D) a Material Project EBITDA Adjustment shall be allowed for any Material Joint Venture Project of a Non-Consolidating Joint Venture in an amount proportionate to the Borrowers’ pro rata equity ownership of, and reasonably expected cash distributions from, such Non-Consolidating Joint Venture.

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

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

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

“El Dorado” is defined in the introductory paragraph of this Agreement.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.9(b)(iii), 10.9(b)(v) and 10.9(b)(vi) (subject to such consents, if any, as may be required under Section 10.9(b)(iii)).

“Energy Policy Act” means the Energy Policy Act of 1992, Pub. L. No. 102-486, 106 Stat. 2776.

“Environmental Claim” means any investigation, notice of violation, demand, written allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising (a) pursuant to, or in connection with an actual violation of, any Environmental Law or a written allegation of a violation of any Environmental Law by a Governmental Authority, (b) in connection with any Hazardous Material, (c) from any actual or threatened abatement, removal, remedial, corrective or response action in connection with the Release of Hazardous Material, Environmental Law or order of a Governmental Authority under Environmental Law or (d) from any actual or alleged damage, injury, threat or harm to human health, or safety as it relates to exposure to Hazardous Materials, natural resources or the environment.

“Environmental Law” means any current or future Legal Requirement pertaining to (a) the protection of the environment, including CERCLA, or health and safety as it relates to exposure to Hazardous Materials, (b) the protection of natural resources and wildlife, (c) the protection of surface water or groundwater quality, (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation or handling of, or exposure to, any Hazardous Material or (e) any Release of Hazardous Materials to air, land, surface water or groundwater, and any amendment, rule, regulation, order or directive issued thereunder.

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

“EPA” means the United States Environmental Protection Agency.

“ERISA” means the Employee Retirement Income Security Act of 1974.

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

“Eurodollar Loan” means a Loan in U.S. Dollars bearing interest at the rate specified in Section 2.3(c).

“Event of Default” means any event or condition identified as such in Section 7.1.

“Event of Loss” means, with respect to any Property, any of the following: (a) any loss, destruction or damage of such Property, ordinary wear and tear excepted, or (b) any condemnation, seizure, or taking, by exercise of the power of eminent domain or otherwise, of such Property, or confiscation of such Property or the requisition of the use of such Property.

“ Excess Interest ” is defined in Section 10.16.

“ Excluded Subsidiaries ” means all Foreign Subsidiaries of the Borrowers, except each Foreign Subsidiary of any Borrower that the Borrowers’ Agent expressly designates in a non-revocable writing to the Administrative Agent as not constituting an Excluded Subsidiary.

“ Excluded Swap Obligation ” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty 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 Guarantor’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to Section 11.10 and any and all guarantees of such Guarantor’s Swap Obligations by other Guarantors) at the time the Guaranty of such Guarantor or the grant of such security interest becomes effective with respect to such related 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 Guaranty or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), overall gross revenues or receipts, franchise and excise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of any Recipient, U.S. federal

withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment (or otherwise pursuant to any Loan Document) pursuant to a law in effect on the date on which (i) such Recipient acquires such interest in the Loan or Commitment or becomes a party to this Agreement (other than pursuant to an assignment request by the Borrowers under Section 10.2(b) or (ii) such Recipient changes its lending office, except in each case to the extent that, pursuant to Section 10.1, amounts with respect to such Taxes were payable either to such Recipient’s assignor immediately before such Recipient became a party hereto or to such Recipient immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 10.1(g), and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Leased Terminal Leases” means those leases set forth at Schedule 1.1(a).

“Existing Leased Terminals” means the Leased Terminals leased by a Borrower pursuant to the Existing Leased Terminal Leases.

“Existing Operating Assets” means any existing assets used or to be used in the operation of the Business that (a) are owned by the MLP or any of its Subsidiaries or (b) will be owned by the MLP or any of its Subsidiaries or a Permitted Joint Venture pursuant to an Existing Operating Asset or Equity Purchase.

“Existing Operating Asset Contribution” means the contribution of (a) Existing Operating Assets by the MLP or any of its Subsidiaries to a Permitted Joint Venture and (b) any cash and/or cash equivalents by the MLP or any of its Subsidiaries to such Permitted Joint Venture in addition to such Existing Operating Assets or for financing the purchase of Existing Operating Assets pursuant to an Existing Operating Asset or Equity Purchase.

“Existing Operating Asset or Equity Purchase” means a purchase made by (i) a Permitted Joint Venture of Existing Operating Assets or of Ownership Interests in an existing legal entity or organization which owns Existing Operating Assets, or (ii) the MLP or any of its Subsidiaries of Ownership Interests in an existing legal entity or organization, including a Permitted Joint Venture, which owns Existing Operating Assets.

“Existing Operating Asset Project” means either (i) an Existing Operating Asset Contribution and/or (ii) an Existing Operating Asset or Equity Purchase.

“Existing Terminals” means the ten (10) Refined Products terminals and/or storage facilities owned by a Borrower as of the Restatement Effective Date primarily for Refined Products located in (i) Abilene, Texas; (ii) San Angelo, Texas; (iii) Tye, Texas; (iv) Big Sandy, Texas; (v) Memphis,

Tennessee, (vi) Nashville, Tennessee, (vii) El Dorado, Arkansas, (viii) Tyler, Texas, (ix) Mount Pleasant, Texas, and (x) North Little Rock, Arkansas.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version of such sections that are substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

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

“FERC” means the Federal Energy Regulatory Commission or any of its successors.

“FERC Jurisdictional Requirement” means, with respect to Properties that are part of the Pipeline and Transportation Systems for which the Borrowers and their Affiliates have requested a waiver of the Interstate Commerce Act tariff filing and reporting requirements, any order or other requirement by the FERC, imposed at any time after the Restatement Effective Date, that requires any Borrower or any Subsidiary to take any action with respect to or as a result of a finding, that all or a portion of such Properties are subject to FERC requirements, including any requirement for the filing of reports and/or tariffs at the FERC with respect to such Properties, or any other FERC order or requirement that any Borrower or any Subsidiary comply with the regulations of the FERC with respect to such Properties.

“ First Permian Adjustment Amount ” is defined in the definition of “EBITDA” in this Section 1.1.

“Foreign Joint Venture” means each Permitted Joint Venture that (a) is organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia, (b) conducts substantially all of its business outside of the United States of America, and (c) has substantially all of its assets outside of the United States of America.

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

“Foreign Subsidiary” means each Subsidiary that (a) is organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia, (b) conducts substantially all of its business outside of the United States of America, and (c) has substantially all of its assets outside of the United States of America.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by such L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with Section 4.5, and (b) with respect to the Administrative Agent, such Defaulting Lender’s Percentage of outstanding Swing Loans other than Swing Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with Section 4.5.

“Funding Date” is defined in Section 2.1(c).

“GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination.

“General Partner” means Delek Logistics GP, LLC, a Delaware limited liability company (including any permitted successors and assigns under the MLP Partnership Agreement and this Agreement).

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

“Guarantor” and “Guarantors” each is defined in Section 4.3.

“Guaranty” and “Guaranties” each is defined in Section 4.3.

“Hazardous Material” means any (a) asbestos, polychlorinated biphenyls and Hydrocarbons and (b) any substance, waste or material classified or regulated as “hazardous”,

“toxic”, “contaminant” or “pollutant” or words of like import pursuant to an applicable Environmental Law.

“Hedge Agreement” means any (a) agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of any Borrower or any Subsidiary shall be a Hedge Agreement or (b) any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other similar master agreement.

“Hedging Liability” means the liability (after taking into account the effect of any legally enforceable netting agreements related thereto and not including Excluded Swap Obligations) of any Borrower or any Guarantor to any of the Lenders, or any Affiliates of such Lenders, in respect of any Hedge Agreement as such Borrower or such Guarantor, as the case may be, may from time to time enter into with any one or more of the Lenders party to this Agreement or their Affiliates, equal to (a) for any such date on or after the date such Hedge Agreement has been closed out and termination value determined in accordance therewith, such termination value, and (b) for any date before the date referenced in clause (a), the amount determined as the mark-to market value for such Hedge Agreement; provided, however, that, with respect to any Guarantor, Hedging Liability guaranteed by such Guarantor shall exclude all Excluded Swap Obligations.

“Holdings” means Delek US Holdings, Inc., a Delaware corporation, formerly known as Delek Holdco, Inc.; provided, however , that in (a) the definition of “Consent Agreements” in Section 1.1, (b) the definition of “MLP Partnership Agreement” in Section 1.1 and (c) Section 3.2(u), “Holdings” shall mean Delek US Energy, Inc., a Delaware corporation, formerly known as Delek US Holdings, Inc.; and provided further, however , that the references to “Holdings” in the Schedule 5.24 (Material Agreements) and Schedule 6.12 (Liens) shall mean and refer to (i) Delek US Holdings, Inc., a Delaware corporation, formerly known as Delek Holdco, Inc. or (ii) Delek US Energy, Inc., a Delaware corporation, formerly known as Delek US Holdings, Inc., as applicable.

“Hostile Acquisition” means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of such Person or by similar action if such Person is not a corporation, and, if such acquisition has been so approved, as to which such approval has not been withdrawn.

“Hydrocarbons” means oil, gas, coal seam gas, casinghead gas, drip gasoline, natural gasoline, petroleum condensate, petroleum distillate, and all other liquid and gaseous hydrocarbons produced or to be produced in conjunction therewith from a well bore and all products, by-products, and other substances derived therefrom or the processing thereof, and all other minerals and substances produced in conjunction and contaminated with such substances, including sulfur, geothermal steam, water, carbon dioxide, helium, and any and all minerals, ores, or substances of value and the products and proceeds therefrom.

“Indebtedness” means for any Person (without duplication) (a) all indebtedness of such Person for borrowed money, whether current or funded, or secured or unsecured, (b) all indebtedness of such Person for the deferred purchase price of Property or services, (c) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of a default are limited to repossession or sale of such Property), (d) all indebtedness of such Person secured by a purchase money mortgage or other Lien to secure all or part of the purchase price of Property subject to such mortgage or Lien, (e) all Capital Lease Obligations of such Person, (f) any existing reimbursement, payment or similar obligations of such Person in respect of banker’s acceptances, letters of credit and other extensions of credit whether or not representing obligations for borrowed money, (g) all net obligations of such Person under any Hedge Agreement, (h) any indebtedness, whether or not assumed, secured by Liens on Property acquired by such Person at the time of acquisition thereof, (i) all obligations under any so‑called “synthetic lease” transaction entered into by such Person, (j) all obligations under any so‑called “asset securitization” transaction entered into by such Person, and (k) all Contingent Obligations of such Person, it being understood that the term “Indebtedness” shall not include trade payables arising in the ordinary course of business or Contingent Obligations with respect to such trade payables.

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

“Indemnitee” is defined in Section 10.12(b).

“Interest Expense” means, with reference to any period, the sum of all interest charges (including imputed interest charges with respect to Capitalized Lease Obligations and all amortization of debt discount and expense) of the MLP for such period determined on a consolidated basis in accordance with GAAP; provided that, there shall be excluded from Interest Expense such interest charges of any Person (other than a Subsidiary) in which the Consolidated Group has an Ownership Interest, except with respect to Consolidating Joint Ventures to the extent of such interest

charges relate to Indebtedness of such Permitted Joint Venture if, and only to the extent, such Indebtedness is also a Contingent Obligation of the MLP or any of its Subsidiaries.

“Interest Period” means, (a) for each Eurodollar Loan or Canadian CDOR Loan comprising part of the same Borrowing, the period commencing on the date such Eurodollar Loan or Canadian CDOR Loan is disbursed or converted to, or continued as, a Eurodollar Loan or Canadian CDOR Loan, as applicable, and ending on the numerically corresponding date one, two or three months thereafter as the Borrower may select in its Notice of Borrowing or Notice of Continuation/Conversion, and (b) in the case of a Swing Loan, on the date 1 to 7 days thereafter as mutually agreed to by the applicable Borrower and the Swing Line Lender; provided, however, that:

(i)    no Interest Period with respect to any Loan shall extend beyond the Termination Date;

(ii)    whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(iii)    whenever the first day of any Interest Period occurs on the last day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month), such Interest Period shall end on the last Business Day of the appropriate subsequent calendar month.

“Interstate Commerce Act” means the body of law commonly known as the Interstate Commerce Act, codified at 49 U.S.C. App. §§ 1 et seq (1988).

“IRS” means the United States Internal Revenue Service.

“J. Aron” means J. Aron & Company, a general partnership organized under the laws of New York.

“J. Aron Acknowledgment Agreement” means that certain Acknowledgement Agreement dated as of November 7, 2012, by and among J. Aron, the MLP, SALA Gathering, El Dorado, Magnolia, Delek Operating, and the Administrative Agent.

“L/C Issuer” and “L/C Issuers” mean and include the Canadian L/C Issuers and the U.S. L/C Issuers.

“L/C Obligations” means, at any time the same is to be determined, the sum of the Canadian L/C Obligations and the U.S. L/C Obligations.

“Leased Terminal Leases” is defined in Section 5.15(c).

“Leased Terminals” means, collectively, (a) the Existing Leased Terminals; and (b) any other terminals, stations, tank farms, storage facilities, wharfage, tankage and loading racks leased by any Borrower or any Subsidiary that are used in the Business.

“Legal Requirement” means any treaty, convention, statute, law, regulation, ordinance, license, permit, governmental approval, injunction, judgment, order, consent decree or other requirement of any Governmental Authority.

“Lenders” means and includes the Canadian Lenders and the U.S. Lenders.

“Letter of Credit” is defined in Section 2.2(a).

“LIBOR” means, for an Interest Period for a Borrowing of Eurodollar Loans, (a) the LIBOR Index Rate for such Interest Period, if such rate is available, and (b) if the LIBOR Index Rate cannot be determined, the arithmetic average of the rates of interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) at which deposits in U.S. Dollars in immediately available funds are offered to the Administrative Agent at 11:00 a.m. (London, England time) two Business Days before the beginning of such Interest Period by 3 or more major banks in the interbank eurodollar market selected by the Administrative Agent for delivery on the first day of and for a period equal to such Interest Period and in an amount equal or comparable to the principal amount of the Eurodollar Loan scheduled to be made by the Administrative Agent as part of such Borrowing; provided that, in no event shall the LIBOR be less than 0.00%.

“LIBOR Index Rate” means, for an Interest Period for any Borrowing of Eurodollar Loans, the rate per annum (rounded upwards, if necessary, to the next higher one hundred‑thousandth of a percentage point) for deposits in U.S. Dollars for a period equal to such Interest Period, which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m. (London, England time) on the day two Business Days before the commencement of such Interest Period.

“Lien” means any lien, mortgage, deed of trust, pledge, assignment as collateral security, security interest, charge or encumbrance in the nature of security in respect of any Property, including the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement, and any option, trust, UCC financing statement or other preferential arrangement having the practical effect of any of the foregoing.

“Limited Guarantor” means Delek Marketing & Supply, LLC, a Delaware limited liability company.

“Limited Guaranty” means that certain limited guaranty agreement dated as of November 7, 2012 and delivered by Limited Guarantor to the Administrative Agent.

“Lion Oil” means Lion Oil Company, an Arkansas corporation.

“Loan” means any Revolving Loan or Swing Loan, whether outstanding as a Base Rate Loan, Eurodollar Loan, Canadian Prime Rate Loan or Canadian CDOR Loan, or otherwise as permitted hereunder, each of which is a “type” of Loan hereunder.

“Loan Documents” means this Agreement, the Notes, the Applications, the Collateral Documents, the Limited Guaranty, the Guaranties, and each other agreement, instrument or document to be delivered hereunder or thereunder or otherwise in connection therewith. In no event shall any Hedge Agreements or agreements governing Bank Product Liabilities constitute a Loan Document.

“Magnolia” is defined in the introductory paragraph of this Agreement.

“Material Adverse Effect” means a material adverse change in, or material adverse effect upon, (a) the business, Property, or financial condition of the Consolidated Group taken as a whole, (b) the ability of any Borrower or any Guarantor to perform its material obligations under any Loan Document to which such Borrower or such Guarantor is a party or (c) (i) the legality, validity, binding effect or enforceability against any Borrower or any Guarantor of any Loan Document or the rights and remedies of the Administrative Agent and the Lenders thereunder or (ii) the perfection or priority of any Lien granted under any Collateral Document with respect to a material portion of the Collateral, other than with respect to Permitted Liens.

“Material Agreement” means each of (a) the agreements or instruments set forth on Schedule 5.24, (b) any other agreement or instrument entered into on or after the date of this Agreement to which any Borrower or any Subsidiary is a party and which otherwise constitutes a material agreement or material instrument relating to the acquisition of, or establishment of, material assets or material operations (which operations would, or would reasonably be expected to, constitute 10% or more of the contribution margin of the MLP and its Subsidiaries on an ongoing basis after giving effect to such acquisition or establishment) by the MLP and its Subsidiaries, and (c) any other material documents, agreements or instruments related to any of the foregoing (i) to which any Borrower or any Subsidiary is a party, and (ii) which, if terminated or cancelled, could reasonably be expected to have a Material Adverse Effect.

“Material Borrower Project” means a Capital Project of any Borrower, (a) the aggregate capital cost of which (inclusive of any expenditures therefore or in connection therewith made prior to, at or after, the acquisition or commencement thereof) is, or is budgeted to be, equal to or greater than U.S. $7,500,000, and (b) designated to be a Material Project by Borrowers’ Agent by written notice thereof to the Administrative Agent.

“Material Joint Venture Project” means (a) either a (1) a Capital Project of any Permitted Joint Venture for which the Consolidated Group’s share of aggregate capital contribution, in cash or other assets, therefor (inclusive of any expenditures therefor or in connection therewith made prior to, at or after the acquisition or commencement thereof) is, or is budgeted to be, equal to or greater than U.S. $20,000,000 or (2) an Existing Operating Asset Project of a Permitted Joint Venture for which the Consolidated Group’s share of the aggregate capital contribution, in cash or other assets, therefor (inclusive of the market value of any non‑cash assets contributed in connection therewith) is equal to or greater than U.S. $20,000,000 and (b) which Capital Project or Existing Operating Asset Project, as applicable, is designated to be a Material Project by the Borrowers’ Agent by written notice thereof to the Administrative Agent.

“Material Project” means each Material Borrower Project and each Material Joint Venture Project; provided that, notwithstanding anything herein to the contrary, neither the Permian Joint Venture nor any Capital Projects thereof, including the Permian Expansion, shall be a Material Project.

“Material Project Designation Date” means, with respect to each Material Project, fifteen (15) days (or such shorter time period as may be agreed to by the Administrative Agent) following the Administrative Agent’s receipt of a Material Project Designation Notice.

“Material Project Designation Notice” means, with respect to each Material Project, the written notice from the Borrowers’ Agent to the Administrative Agent that the Borrowers’ Agent has designated a Capital Project or an Existing Operating Asset Project that otherwise qualifies as a Material Borrower Project or a Material Joint Venture Project, as applicable, to be such a Material Project.

“Material Project EBITDA Adjustment ” is defined in the definition of “EBITDA” in this Section 1.1.

“MLP” is defined in the introductory paragraph of this Agreement.

“MLP Partnership Agreement” means that First Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP, dated as of November 7, 2012, between the General Partner, Holdings and the other parties thereto, as amended by that certain Amendment No.

1 to the First Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP dated as of January 27, 2018.

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

“ Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which a member of the Controlled Group (including each Borrower) is making or accruing an obligation to make contributions or has within the preceding five plan years made contributions or under which a member of the Controlled Group (including each Borrower) is reasonably expected to incur liability.

“Net Cash Proceeds” means, as applicable, (a) with respect to any Disposition by a Person, cash and cash equivalent proceeds received by or for such Person’s account, net of (i) reasonable direct costs relating to such Disposition and (ii) sale, use or other transactional taxes paid or payable by such Person as a direct result of such Disposition, (b) with respect to any Event of Loss of a Person, cash and cash equivalent proceeds received by or for such Person’s account (whether as a result of payments made under any applicable insurance policy therefor or in connection with condemnation proceedings or otherwise), net of reasonable direct costs incurred in connection with the collection of such proceeds, awards or other payments, and (c) with respect to any offering of equity securities of a Person or the issuance of any Indebtedness by a Person, cash and cash equivalent proceeds received by or for such Person’s account, net of reasonable legal, underwriting, and other fees and expenses incurred as a direct result thereof.

“Net Income” means, with reference to the applicable period, the net income (or net loss) of the MLP for such period computed on a consolidated basis in accordance with GAAP; provided that, there shall be excluded from Net Income (a) the net income (or net loss) of any Person accrued prior to the date it becomes a Subsidiary of, or has merged into or consolidated with, the Consolidated Group, except to the extent that a Borrower has delivered the financial statements of the Acquired Business for such period, which financial statements shall have been reviewed or audited by an independent accounting firm reasonably satisfactory to the Administrative Agent, and the Administrative Agent agrees to the inclusion of such net income (or net loss) of such Person, (b) the net income (or net loss) of any Person (other than a Subsidiary) in which the Consolidated Group has an Ownership Interest in, except (i) with respect to Non-Consolidating Joint Ventures, the amount of dividends or other distributions actually paid to the Consolidated Group during such period and (ii) with respect to Consolidating Joint Ventures, only in an amount proportionate to the Borrowers’ pro rata equity ownership of such Permitted Joint Venture and (c) notwithstanding the foregoing clause (b), the net income (or net loss) of the Permian Joint Venture.

“Non-Collateral Assets” means (i) any contract, license, permit, franchise, certificate, authorization, agreement or other document held by any Borrower or any Subsidiary or to which any Borrower or any Subsidiary is a party, in any case to the extent (but only to the extent) that such Borrower or such Subsidiary is prohibited from granting a security interest in, pledge of, or charge, mortgage or Lien upon any such property by reason of (A) an existing and enforceable negative pledge or anti-assignment provision or (B) any requirement of a Governmental Authority to which such Borrower or such Subsidiary or its property is subject; provided , however , that (w) no Material Agreement shall constitute a “Non-Collateral Asset”, (x) no accounts or receivables arising under any such contract, license, permit, franchise, certificate, authorization, agreement or other document or any payments due or to become due thereunder shall constitute “Non-Collateral Assets”, (y) any such contract, license, permit, franchise, certificate, authorization, agreement or other document shall constitute a “Non-Collateral Asset” if such prohibition therein was created, incurred, or otherwise agreed to solely in contemplation of this Agreement with the intent to make such contact, license, permit, franchise, certificate, authorization, agreement or other document a “Non-Collateral Asset”, and (z) any such contract, license, permit, franchise, certificate, authorization, agreement or other document shall automatically cease to be “Non-Collateral Assets” (and shall automatically be subject to the Liens granted under the Collateral Documents, to the extent that (1) either of the prohibitions expressed in clauses (A) and (B) above is ineffective or subsequently rendered ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or is otherwise no longer in effect, or (2) such Borrower or such Subsidiary, as applicable, has obtained the consent of the other parties thereto to grant a security interest in such contract, license, permit, franchise, certificate, authorization, agreement or other document; (ii) any property of any Borrower or any Subsidiary that is now or hereafter subject to a Lien securing Indebtedness to the extent (and only to the extent) that (A) such Indebtedness is permitted by Section 6.11(d) and such Lien is permitted by Section 6.12(e), and (B) the documents evidencing such Indebtedness prohibit the granting of a Lien in the property securing such Indebtedness; (iii) any deposit account used solely for payroll, employee benefits, withholding tax or escrow purposes; (iv) all personal property, fixtures and real estate of any Excluded Subsidiary and any Permitted Joint Venture; (v) Ownership Interests of Excluded Subsidiaries and Foreign Joint Ventures, other than 65% of the Ownership Interests issued by Excluded Subsidiaries and by Foreign Joint Ventures directly owed by any Borrower or any Guarantor; (vi) fee-owned real property and real property subject to a ground lease in favor of a Borrower, each as set forth on Schedule 1.1(b); and (vii) other fee-owned or leasehold real property (a) having an aggregate value of less than U.S. $9,000,000 (as determined in a manner acceptable to the Administrative Agent) and (b) the failure of the applicable Borrower or Guarantor to have title to which could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; provided , however , that after the occurrence and during the continuation of an Event of Default, upon written notice to Borrowers’ Agent from the Administrative Agent, such real

property described in subsections (vi) and (vii) of this definition shall cease to be “Non-Collateral Assets” and shall be subject to the requirements of Section 4.2.

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

“Non-Consolidating Joint Venture” means a Permitted Joint Venture not required to be consolidated with the MLP and its Subsidiaries in accordance with GAAP.

“Non-Controlled Joint Venture” means each Permitted Joint Venture for which the MLP and its Affiliates own, in the aggregate, less than fifty percent (50%) of the Voting Stock of such Permitted Joint Venture.

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

“Non-Recourse Obligations” means Indebtedness and other obligations of any type as to which (a) neither any Borrower nor any Guarantor (i) is obligated to provide credit support in any form or (ii) is directly or indirectly liable, including by way of any Contingent Obligations, and (b) no default with respect to which would permit (upon notice, lapse of time or both) any holder of any Indebtedness of any Borrower or any Guarantor to declare a default on such Indebtedness prior to its stated maturity or cause any such obligation to become payable.

“Note” and “Notes” mean and include the U.S. Revolving Notes, the Canadian Revolving Notes, the U.S. Swing Note, and the Canadian Swing Note.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means all obligations of each Borrower to pay principal and interest on the Loans (including any interest that accrues after the commencement of an insolvency proceeding regardless of whether allowed or allowable in whole or in part as a claim in such insolvency proceeding), all Reimbursement Obligations owing under the Applications, all fees and charges payable hereunder, and all other payment obligations of the Borrowers, Limited Guarantor or any Guarantor arising under or in relation to any Loan Document, in each case whether now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, including all interest costs, fees and charges after commencement of any insolvency proceeding regardless of whether allowed or allowable in whole or in part as a claim in such insolvency proceeding.

“ OFAC ” means the United States Department of Treasury Office of Foreign Assets Control.

“Organization Documents” means, (a) for any corporation, the certificate or articles of incorporation, the bylaws, or code of regulations, or other similar document and any certificate of designations or instrument relating to the rights of shareholders of such corporation, (b) for any partnership, the partnership agreement or other similar agreement and, if applicable, certificate of limited partnership, (c) for any limited liability company, the operating agreement, limited liability company agreement, or other similar agreement, and articles or certificate of formation of such limited liability company, and (d) with respect to any joint venture, trust or other form of business entity, the joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Original Dollar Amount” means, in relation to any Loan made in Canadian Dollars, the U.S. Dollar Equivalent of such Loan on the day it is advanced, and in relation to any Canadian Letter of Credit denominated in Canadian Dollars, the U.S. Dollar Equivalent on such day that such Letter of Credit is issued, increased or extended.

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

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 10.2(b) ) .

“Outstanding MLP Senior Notes” means the MLP’s 6.750% Senior Notes due 2025 issued in the original aggregate principal amount of $250,000,000 under that certain Indenture dated as of May 23, 2017, between the MLP, Delek Finance and each of the Subsidiaries of the MLP party thereto.

“Owned Terminals” means, collectively (a) the Existing Terminals; and (b) any other terminals, stations, tank farms, storage facilities, wharfage, tankage and loading racks owned in fee simple by any Borrower of any Subsidiary that are used in the Business.

“Ownership Interest” means all shares, interests, participations, rights to purchase, options, warrants, general or limited partnership interests, limited liability company interests or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or nonvoting, including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11-1 of the Rules and Regulations promulgated by the Securities and Exchange Commission (17 C.F.R. § 240.3a11-1) under the Securities and Exchange Act of 1934, as amended).

“Paline” is defined in the introductory paragraph of this Agreement.

“Participant” is defined in Section 10.9(d).

“Participant Register” is defined in Section 10.9(d).

“Participating Interest” and “Participating Interests” mean and include the Canadian Participating Interest and the U.S. Participating Interest.

“Participating Lender” and “Participating Lenders” mean and include the Canadian Participating Lenders and the U.S. Participating Lenders.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107‑56.

“PBGC” means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all of its functions under ERISA.

“Pension Plan” means any employee pension benefit plan (other than a Multiemployer Plan) covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code that is maintained by a member of the Controlled Group (including each Borrower) for current or former employees of a member of the Controlled Group (including each Borrower) and to which a member of the Controlled Group (including each Borrower) is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions or under which a member of the Controlled Group (including each Borrower) is reasonably expected to incur liability. A Pension Plan does not include a Canadian Benefit Plan, a Canadian Pension Plan, or a Canadian Union-Administered Plan.

“Percentage” means, a Lender’s Canadian Revolver Percentage or U.S. Revolver Percentage, as applicable.

“Perfection Certificate” means that certain Perfection Certificate dated as of the Restatement Effective Date from the Borrowers’ Agent to the Administrative Agent.

“Permian Acquisition” means the Acquisition by a Borrower from Holdings of certain Ownership Interests in a Person, with respect to which all of the following conditions shall have been satisfied:

(a)    such Person is in the line of Business and has its primary operations in the corridor between western Texas and the Gulf Coast area of Texas;

(b)    such Person shall have commenced operations on a date at least six (6) months prior to the date of such Acquisition;

(c)    such Person shall have either net income or cash from operations on a consolidated basis in accordance with GAAP of not less than $1.00 for each of its immediately preceding two fiscal quarters;

(d)    the Acquisition shall not be a Hostile Acquisition;

(e)    the Borrowers shall have notified the Administrative Agent not less than 15 days (or such shorter time period as may be agreed to by the Administrative Agent) prior to such Acquisition;

(f)    the Borrowers shall provide the Administrative Agent with financial information and other due diligence information with respect to such Person as reasonably requested by the Administrative Agent, including feasibility studies, customer contracts, regulatory approvals, organizational documents, management agreements, and investor or other equity agreements, all of which shall be in form and substance reasonably acceptable to the Administrative Agent;

(g)    the Borrowers shall provide to the Administrative Agent (i) quarterly financial statements of such Person for the two fiscal quarters immediately prior to such Acquisition, and, to the extent available, financial statements for such Person for the twelve-month period immediately prior to such Acquisition, including any audited financial statements and (ii) pro forma quarterly financial statements for such Person for the four fiscal quarters following the date of such Acquisition, all in form and substance reasonably acceptable to the Administrative Agent;

(h)    (i) the Borrowers shall have Unused Commitments (after giving effect to any increase in the U.S. Revolving Credit Commitments made pursuant to Section 2.1(b) and after giving effect to such Acquisition) of not less than U.S. $30,000,000 and (ii) no Default or Event of Default shall exist, including with respect to the covenants contained in Sections 6.20(a) and (b) and, on a pro forma basis, and the Borrowers shall have delivered to the Administrative Agent a compliance certificate in the form of Exhibit E attached hereto evidencing such compliance with Sections 6.20(a) and (b); and

(i)    concurrently with the consummation of such Acquisition, such Person shall be deemed a Permitted Joint Venture for all purposes hereunder (such Permitted Joint Venture being referred to herein as the “Permian Joint Venture” ).

“ Permian Expansion ” means an expansion (occurring after the Permian Acquisition) of the Permian Joint Venture for which the Consolidated Group’s share of aggregate capital contribution, in cash or other assets, thereto (inclusive of any expenditures in connection therewith made after the Consolidated Group’s initial investment in the Permian Joint Venture but prior to, at or after the acquisition or commencement of such Capital Project itself) is, or is budgeted to be, equal to or greater than U.S. $20,000,000 and is designated as the Permian Expansion by the Borrowers’ Agent by written notice thereof to the Administrative Agent.

“ Permian Expansion Adjustment Amount ” means after construction commences on the Permian Expansion and prior to the Permian Expansion Operation Date (and excluding the fiscal quarter in which the Permian Expansion Operation Date occurs), an amount calculated as a percentage (based upon the then‑current completion percentage of the Permian Expansion) of the projected EBITDA attributable to the Permian Expansion for the 365‑day period immediately following the Scheduled Permian Expansion Operation Date (such amount to be determined based on customer contracts or tariff‑based customers relating to the Permian Expansion, the creditworthiness of the other parties to such contracts or such tariff‑based customers, projected revenues from such contracts and tariffs, capital costs and expenses relating to the Permian Expansion, the Scheduled Permian Expansion Operation Date, and other factors reasonably deemed appropriate by the Administrative Agent) multiplied by the applicable Borrower’s or Guarantor’s percentage of ownership in the Permian Joint Venture (or such other percentage applicable to cash distributions that such Borrower or Guarantor would be entitled to receive under the Organization Documents of the Permian Joint Venture at such time if the Permian Joint Venture were to make a cash distribution to its equity holders at such time, regardless of whether such distribution would be actually permitted under such Organization Documents); provided that, if the actual Permian Expansion Operation Date does not occur by the Scheduled Permian Expansion Operation Date, then the foregoing amount shall be reduced, for quarters ending after the Scheduled Permian Expansion Operation Date to (but excluding) the fiscal quarter in which the actual Permian

Expansion Operation Date occurs, by the following percentage amounts depending on the period of delay (based on the period of actual delay or then‑estimated delay (if available), whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days but not more than 180 days, 25%, (iii) longer than 180 days but not more than 270 days, 50%, and (iv) longer than 270 days, 100%; provided further that, beginning with the fiscal quarter in which the Permian Expansion Operation Date occurs and for the three (3) immediately succeeding fiscal quarters, the Permian Expansion Adjustment Amount shall be an amount calculated as the projected EBITDA attributable to the Permian Expansion (determined as set forth above in this definition) for the 365‑day period immediately following the Permian Expansion Operation Date, expressed as a daily amount and multiplied by the number of days not yet elapsed in such 365‑day period following the Permian Expansion Operation Date; provided however that, (x) prior to the occurrence of the Permian Expansion Commitment Date, the Permian Expansion Adjustment Amount for any period shall not exceed 25% of the First Permian Adjustment Amount for such period, and (y) after the occurrence of the Permian Expansion Commitment Date, the Permian Expansion Adjustment Amount for any period shall not exceed 30% of the First Permian Adjustment Amount for such period.

“ Permian Expansion Commitment Date ” means the date on which a Person or Persons reasonably acceptable to the Administrative Agent has committed to use the Permian Expansion pursuant to a contract with terms and conditions acceptable to the Administrative Agent, which date may be before the Permian Expansion Operation Date.

“ Permian Expansion Operation Date ” means the date on which the Permian Expansion is substantially complete and operational.

“Permian Joint Venture” has the meaning set forth in the definition of “Permian Acquisition.”

“Permitted Acquisition” means any Acquisition with respect to which all of the following conditions shall have been satisfied:

(a)    the Acquired Business is in the line of Business and has its primary operations in the United States of America or Canada;

(b)    the Acquisition shall not be a Hostile Acquisition;

(c)    the Borrowers shall have notified the Administrative Agent not less than 15 days (or such shorter time period as may be agreed to by the Administrative Agent) prior to any such Acquisition if the aggregate consideration for such Acquisition is in excess of U.S. $5,000,000;

(d)    if a new Subsidiary is formed or acquired as a result of or in connection with such Acquisition, such Subsidiary shall be a U.S. Subsidiary or a Canadian Subsidiary and, in any case, the Borrowers shall have complied with the requirements of Section 4 in connection therewith;

(e)    (i) for any Acquisition involving an Acquired Business from any Person that is not an Affiliate of the MLP (A) for which the aggregate consideration for such Acquisition exceeds U.S. $5,000,000 and (B) for which the aggregate consideration, combined with the aggregate consideration for all other Acquisitions for which the Acquired Businesses have not undergone a review or other financial due diligence as otherwise required by this clause (e), exceeds U.S. $20,000,000, the Acquired Business shall have undergone a review or other financial due diligence by an investment banking firm, accounting firm, appraisal firm or other consulting firm acceptable to the Administrative Agent as part of the Acquisition due diligence; and (ii) for any Acquisition involving an Acquired Business from any Affiliate of the MLP, the Borrowers shall provide the Administrative Agent with financial information with respect to the Acquired Business reasonably acceptable to the Administrative Agent; and

(f)    (i) the Borrowers shall have Unused Commitments (after giving effect to any increase in the U.S. Revolving Credit Commitments made pursuant to Section 2.1(b) and after giving effect to such Acquisition) of not less than U.S. $30,000,000 and (ii) no Default or Event of Default shall exist, including with respect to the covenants contained in Sections 6.20(a) and (b) and, on a pro forma basis, and the Borrowers shall have delivered to the Administrative Agent a compliance certificate in the form of Exhibit E attached hereto evidencing such compliance with Sections 6.20(a) and (b).

“Permitted Joint Venture” means any Person (other than any such Person that the Borrowers’ Agent designates as a Subsidiary in writing to the Administrative Agent pursuant to Section 6.1(m)) in which a Borrower owns (including ownership through any Ownership Interests of a Subsidiary) less than 100% of the total outstanding Ownership Interests of such Person; provided that the Borrower has provided notice to the Administrative Agent of such Permitted Joint Venture pursuant to Section 6.1(m) and such Permitted Joint Venture is engaged only in the Business permitted pursuant to Section 6.10.

“Permitted Liens” is defined in Section 6.12.

“Permitted Note Indebtedness” means (i) the Outstanding MLP Senior Notes and (ii) similar unsecured Indebtedness for borrowed money of MLP and/or any of its Subsidiaries resulting from the issuance by such parties of senior unsecured notes, whether pursuant to a private placement or

a public sale; provided that (a) such Indebtedness shall not have the benefit of any letter of credit or other credit support (other than unsecured guarantees from the Borrowers and Guarantors not primarily obligated therefor) (b) such Indebtedness does not mature or require any scheduled payments of the principal amount thereof prior to the date that is 180 days after the Termination Date in effect on the date of such Indebtedness issuance or incurrence, (c)  after giving effect to the issuance or incurrence of such Indebtedness on a pro forma basis, the Borrowers shall be in compliance with all applicable covenants set forth in Section 6.20 and prior to such issuance or incurrence, the Borrowers shall have delivered to the Administrative Agent a compliance certificate in the form of Exhibit E attached hereto evidencing such compliance, and (d) no Default or Event of Default exists at the time of or after giving effect to the issuance or incurrence of such Indebtedness.

“Person” means any natural person, partnership, corporation, limited liability company, association, trust, unincorporated organization or any other entity or organization, including a Governmental Authority.

“PHMSA” is defined in Section 5.25(g).

“ Pipeline and Transportation Systems ” means, collectively, as of the Restatement Effective Date:

(a)    the pipeline system which consists of a 77-mile Crude Oil pipeline commonly referred to as the Magnolia Pipeline, a station west of Holdings’ Subsidiary’s El Dorado, Arkansas refinery commonly referred to as the Magnolia Station, and a pipeline system commonly referred to as the El Dorado Pipeline System, which includes an approximately 28-mile Crude Oil pipeline running from the Magnolia Station to a station commonly referred to as the Sandhill Station and two Refined Product pipelines for the transportation of gasoline and diesel running from Holdings’ El Dorado refinery to that pipeline commonly referred to as the Enterprise TE Products Pipeline;

(b)    the Crude Oil gathering and transportation system which includes approximately 600 miles of Crude Oil gathering and transportation pipelines in southern Arkansas and northern Louisiana which currently supplies Crude Oil to Holdings’ Subsidiary’s El Dorado, Arkansas refinery;

(c)    the pipeline system which includes an approximately 185-mile Crude Oil pipeline running from Longview, Texas to a Chevron operated Beaumont, Texas terminal and an approximately seven-mile pipeline running from Port Neches to Port Arthur, Texas;

(d)    the pipeline system which includes an approximately 36-mile Crude Oil pipeline commonly referred to as the Nettleton Pipeline running from that station commonly

referred to as the Nettleton Station to Holdings’ Subsidiary’s Tyler, Texas refinery and an approximately 65-mile Crude Oil pipeline system commonly referred to as the McMurrey Pipeline System, which transports Crude Oil from inputs between that station commonly known as the La Gloria Station and Holdings’ Subsidiary’s Tyler refinery;

(e)    the approximately 114-mile Refined Products pipeline that connects the terminals owned by the Borrowers located in or near San Angelo, Texas and Abilene, Texas to each other and to the pipeline commonly referred to as the Magellan Orion Pipeline;

(f)    the pipeline running from Hopewell Junction, Texas to that station commonly referred to as the Big Sandy Station in Big Sandy, Texas; and

(g)    any other gathering systems or pipelines owned, leased or licensed by any Borrower or any Subsidiary that are used or are of a type that are used by any Borrower or any of Subsidiary in the Business;

including in each case any and all real estate rights, gathering receipt, relay, and pump stations and storage tanks connected or relating to any of the foregoing.

“Pipeline Rights” is defined in Section 5.15(b).

“Platform” is defined in Section 10.8(d)(i).

“Post-Retirement Benefit Plan” is defined in Section 5.9(a).

“Prior Credit Agreement” is defined in the Recitals to this Agreement.

“Property” means, as to any Person, all types of real, personal, tangible, intangible or mixed property owned by such Person whether or not included in the most recent balance sheet of such Person and its Subsidiaries under GAAP.

“Public Lender” is defined in Section 10.8(d)(iii).

“ Purchase Money Indebtedness ” means Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred at the time of, or within 20 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof.

“ Qualified ECP Guarantor ” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding U.S. $10,000,000 at the time the relevant Guaranty 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.

“RCRA” means the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42 U.S.C.  §§ 6901 et seq. , and any future amendments.

“Recipient” means (a) the Administrative Agent, (b) any Lender, and (c) any L/C Issuer.

“Refined Products” means gasoline, diesel fuel, jet fuel, liquid petroleum gases, asphalt and asphalt products, other refined petroleum products or byproducts, fuel energy related commodities, ethanol, biodiesel, and other feedstocks, intermediate products and additives to any of the foregoing.

“ Register” is defined in Section 10.9(c).

“Registration Statement” means that certain Form S-1 Registration Statement dated July 11, 2012, as amended from time to time through November 7, 2012, in each case, filed with the SEC with respect to the Common Units.

“Reimbursement Obligation” is defined in Section 2.2(c).

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

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or migration into the environment.

“Removal Effective Date” is defined in Section 9.8(b).

“Required Lenders” means, as of the date of determination thereof, Lenders whose outstanding Loans and interests in Letters of Credit and Unused Commitments constitute more than 50% of the sum of the total outstanding Loans, interests in Letters of Credit and Unused Commitments; provided that, the Commitment of, and the portion of the outstanding Loans, interests in Letters of Credit and Unused Commitments held or deemed held by, any Defaulting Lender shall, so long as such Lender is a Defaulting Lender, be disregarded for purposes of making a determination of Required Lenders. For the purposes of this definition, any Lender and its Affiliates shall constitute a single Lender.

“Reserve Percentage” means, for any Borrowing of Eurodollar Loans, the daily average for the applicable Interest Period of the maximum rate, expressed as a decimal, at which reserves (including any supplemental, marginal, and emergency reserves) are imposed during such Interest Period by the Board of Governors of the Federal Reserve System (or any successor) on “eurocurrency liabilities” , as defined in such Board’s Regulation D (or in respect of any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Loans is determined or any category of extensions of credit or other assets that include loans by non‑United States offices of any Lender to United States residents), subject to any amendments of such reserve requirement by such Board or its successor, taking into account any transitional adjustments thereto. For purposes of this definition, the Eurodollar Loans shall be deemed to be “eurocurrency liabilities” as defined in Regulation D without benefit or credit for any prorations, exemptions or offsets under Regulation D.

“Resignation Effective Date” is defined in Section 9.8(a).

“Responsible Officer” means any officer of the General Partner with responsibility for the transactions contemplated herein including, without limitation, its President, Chief Executive Officer, Chief Financial Officer and Treasurer.

“Restatement Effective Date” means September 28, 2018.

“Restricted Payments” is defined in Section 6.15.

“Reuters Screen LIBOR01 Page” means the display designated as the “LIBOR01 Page” on the Reuters Service (or on any successor or substitute page of such service or such other service that may be nominated by the ICE Benchmark Administration as the information vendor for the purpose of displaying ICE Benchmark Administration Interest Settlement Rates for U.S. Dollar Deposits (“ ICE LIBOR ”), or such other commercially available source providing quotations of ICE LIBOR as reasonably designated by the Administrative Agent from time to time).

“Revolving Loan” and “Revolving Loans” means and includes the Canadian Revolving Loans and the U.S. Revolving Loans.

“S&P” means Standard & Poor’s Ratings Services Group, a Standard & Poor’s Financial Services LLC business.

“SALA Gathering” is defined in the introductory paragraph of this Agreement.

“ Sanctioned Country ” means a country or territory that is the subject of a Sanctions Program.

“ Sanctioned Person ” means (a) a Person named on a Sanctions List and each Person owned or controlled by a Person named on a Sanctions List, (b) an agency or government of a Sanctioned Country, (c) an organization controlled directly or indirectly by a Sanctioned Country, or (d) a Person resident in a Sanctioned Country, to the extent subject to a Sanctions Program.

“ Sanctions Event ” means the event specified in Section 6.21(c).

“ Sanctions Lists ” means, and includes, (a) the list of the Specially Designated Nationals and Blocked Persons maintained by OFAC, (b) the list of Sectoral Sanctions Identifications maintained by the U.S. Department of Treasury, (c) the list of Foreign Sanctions Evaders maintained by the U.S. Department of Treasury, and (d) any similar list maintained by the U.S. State Department, the U.S. Department of Commerce, the U.S. Department of Treasury, or any other U.S. Governmental Authority, or maintained by a Canadian Governmental Authority, the United Nations Security Counsel, the European Union, or the United Kingdom.

“ Sanctions Programs ” means (a) all economic, trade, and financial sanctions programs administered by OFAC (including all laws, regulations, and Executive Orders administered by OFAC), the U.S. State Department, and any other U.S. Governmental Authority, including the Bank Secrecy Act, anti-money laundering laws (including the Patriot Act), and any and all similar United States federal laws, regulations or Executive Orders, and any similar laws, regulations or orders adopted by any State within the United States, (b) all Canadian Sanctions Programs, and (c) to the extent applicable, all similar economic, trade, and financial sanctions programs administered, enacted, or enforced by the European Union or the United Kingdom.

“Scheduled Commercial Operation Date” is defined in Section 6.1(d).

“Scheduled Permian Expansion Operation Date” is defined in Section 6.1(e).

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Security Agreement” means that certain Amended and Restated Security Agreement dated as of the date hereof, among the Borrowers, the Guarantors and the Administrative Agent.

“Senior Leverage Ratio” means, as of the date of determination thereof, the ratio of (a) Total Funded Debt as of such date that is not Subordinated Debt and that is secured by a Lien or Liens on any Property of the Consolidated Group to (b) EBITDA as of the last day of the period of four fiscal quarters most recently ended, but, to the extent permitted by GAAP, allowing for a one-quarter delay with respect to such EBITDA that is attributable to Permitted Joint Ventures.

“Solvent” means, when used with respect to any Person, that, as at any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise” as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“State Pipeline Regulatory Agencies” means, collectively, the Railroad Commission of Texas, the Louisiana Public Service Commission, the Louisiana Office of Conservation, the Arkansas Public Service Commission, any similar Governmental Authorities in other jurisdictions, and any successor Governmental Authorities of any of the foregoing.

“ Subordinated Debt ” means Indebtedness owing to a Person by that is subordinated in right of payment to the prior payment of all Obligations, Hedging Liability and Bank Product Liability pursuant to subordination provisions approved in writing by the Administrative Agent in its reasonable discretion, which Indebtedness shall have interest rates, payment terms, maturities, amortization schedules, covenants, defaults, remedies and other material terms that are acceptable in form and substance to the Administrative Agent and which subordination provisions shall contain restrictions on enforcement, restrictions on payment, subordination terms, and other material terms that are acceptable in form and substance to the Administrative Agent.

“Subsidiary” means, as to any particular parent corporation or organization, any other corporation or organization more than 50% of the outstanding Voting Stock of which is at the time directly or indirectly owned by such parent corporation or organization or by any one or more other entities which are themselves subsidiaries of such parent corporation or organization. Unless otherwise expressly noted herein, the term “Subsidiary” means a Subsidiary of the MLP or of any of its direct or indirect Subsidiaries; provided , however , notwithstanding anything to the contrary herein or in any other Loan Document, no Permitted Joint Venture shall be or shall be deemed to be a “Subsidiary” , unless the Borrowers’ Agent has designated such Person as a Subsidiary in writing to the Administrative Agent pursuant to Section 6.1(m).

“ Swap Obligation ” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract, or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swing Line”  means and includes the Canadian Swing Line and the U.S. Swing Line, as applicable.

“Swing Line Lender” means Fifth Third Bank, an Ohio banking corporation, and any successor pursuant to Section 10.9(g).

“Swing Line Lender’s Quoted Rate” is defined in Section 2.10(c).

“Swing Loan” and “Swing Loans” is defined in Section 2.10(a)..

“Tangible Net Assets” means, at any time the same is to be determined, the total assets that would appear at such time on the balance sheet of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP, less the aggregate book value of all assets at such time that would be classified as intangible assets under GAAP, including goodwill, patents, trademarks, trade names, copyrights, franchises, and deferred charges (including unamortized debt discounts and expenses, organization costs, and deferred research and development expenses).

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

“Temporary Increase Period” means with respect to any calculation of the Total Leverage Ratio and Senior Leverage Ratio, (i) any period (a) beginning on the date of the delivery of the notice required pursuant to the following clause (ii) for a Material Joint Venture Project with respect to which the Borrowers do not exercise their option to make a Material Project EBITDA Adjustment, and ending on the last day of that fiscal quarter of the Consolidated Group occurring on or before the date that is twelve months after the Commercial Operation Date for such Material Joint Venture Project, or (b) beginning on the closing date of a Permitted Acquisition for which the aggregate consideration exceeds $40,000,000 and ending on the last day of the third fiscal quarter of the Consolidated Group ending after such closing date ( provided , that if such closing date for such Permitted Acquisition occurs on the last day of a fiscal quarter of the Consolidated Group, the Temporary Increase Period for such Permitted Acquisition shall be the immediately following three full fiscal quarters of the Consolidated Group after such date, and if such closing date for such Permitted Acquisition occurs on a date that is not the last day of a fiscal quarter of the Consolidated Group, such Temporary Increase Period shall include the remainder of the fiscal quarter of the

Consolidated Group in which such closing occurs and the immediately following two full fiscal quarters of the Consolidated Group after such fiscal quarter), and (ii) with respect to which the Borrowers have notified the Administrative Agent not less than 15 days (or such shorter time period as agreed by the Administrative Agent) (which such 15 days or such shorter period may be concurrent with, but may not begin before, the time period commencing upon Borrowers’ Agent’s delivery of a Material Project Designation Notice until the Material Project Designation Date) prior to an applicable Temporary Increase Period that the Borrowers will be exercising a Temporary Increase Period.

“Terminals” means, collectively, the Owned Terminals and the Leased Terminals.

“Termination Date” means September 28, 2023 or such earlier date on which the Commitments are terminated in whole pursuant to Section 2.9, 7.2 or 7.3.

“Texas Intrastate Pipelines” is defined in Section 5.25(b).

“Title Policies” means those existing title insurance policies set forth on Schedule 1.1(c) and any additional mortgagee’s policies of title insurance delivered to the Administrative Agent (or a security trustee therefor) pursuant to Section 4.2.

“Total Funded Debt” means, at any time the same is to be determined, the aggregate principal amount of all funded Indebtedness (excluding Contingent Obligations with respect to which the primary obligation is not Indebtedness for borrowed money) of the Consolidated Group at such time determined on a consolidated basis in accordance with GAAP; provided that, there shall be excluded from Total Funded Debt such Indebtedness of any Person (other than a Subsidiary) in which the Consolidated Group has an Ownership Interest, except with respect to Consolidating Joint Ventures to the extent such principal amount relates to Indebtedness of such Consolidating Joint Venture if, and only to the extent, such Indebtedness is also a Contingent Obligation of the MLP or any of its Subsidiaries.

“Total Leverage Ratio” means, as of the date of determination thereof, the ratio of (a) Total Funded Debt as of such date to (b) EBITDA as of the last day of the period of four fiscal quarters most recently ended, but, to the extent permitted by GAAP, allowing for a one‑quarter delay with respect to such EBITDA that is attributable to Permitted Joint Ventures.

“ UCC ” is defined in Section 1.2.

“Unfunded Vested Liabilities” means, for any Pension Plan at any time, the amount (if any) by which the present value of all vested nonforfeitable accrued benefits under such Pension Plan exceeds the fair market value of all Pension Plan assets allocable to such benefits, all determined

as of the then most recent annual actuarial report valuation date for such Pension Plan using the actuarial assumptions utilized by such Pension Plan’s actuaries for such purpose, but only to the extent that such excess represents a potential liability of a member of the Controlled Group to the PBGC or the Pension Plan under Title IV of ERISA.

“Unused Commitments” means, at any time, the difference between (a) the Commitments then in effect and (b) the aggregate outstanding principal amount of Revolving Loans, Swing Loans and L/C Obligations then outstanding (other than L/C Obligations that are Cash Collateralized); provided that Swing Loans outstanding from time to time shall be deemed to reduce the Unused Commitment of the Administrative Agent for purposes of computing the commitment fee under Section 2.12(a).

“U.S. Dollar Equivalent” means (a) the amount of any Obligation or Letter of Credit denominated in U.S. Dollars, (b) in relation to any Obligation or amount denominated in Canadian Dollars, the amount of U.S. Dollars which would be realized by converting Canadian Dollars into U.S. Dollars at the exchange rate generated by the Reuters Market Data System, or by an successor to such system, for such exchange rates on the date on which a computation thereof is required to be made; provided that if such system or successor to such system is not available, the exchange rate shall be that rate quoted to the Administrative Agent at approximately 11:00 a.m. (London time) three Business Days prior to the date on which a computation thereof is required to be made by major banks in the interbank foreign exchange market for the purchase of U.S. Dollars for such currency.

“U.S. Dollars” and “U.S. $” each means the lawful currency of the United States of America.

“U.S. L/C Issuers” means (a) Fifth Third Bank, an Ohio banking corporation and (b) any other Lender that shall have become an L/C Issuer as provided in Section 2.2(j)(i), other than any such Person that shall have ceased to be an L/C Issuer as provided in Section 2.2(j)(ii), each in its capacity as an issuer of U.S. Letters of Credit hereunder.

“U.S. L/C Obligations” means, at any time the same is to be determined, (i) the full amount available for drawing under all outstanding U.S. Letters of Credit and (ii) all unpaid U.S. Reimbursement Obligations.

“U.S. L/C Sublimit” means U.S. $75,000,000, as the same may be reduced or increased at any time or from time to time pursuant to the terms hereof.

“ U.S. Lenders ” means and includes the banks, financial institution and other lenders from time to time party to this agreement with a U.S. Revolving Credit Commitment as set forth on

Schedule 1, including each assignee of a U.S. Lender pursuant to Section 10.9 hereof. Unless the context requires otherwise, the term “U.S. Lenders” includes the Administrative Agent as the maker of U.S. Swing Loans.

“U.S. Letter of Credit” is defined in Section 2.2(a).

“U.S. Loan” means any U.S. Revolving Loan or U.S. Swing Loan.

“U.S. Participating Interest” is defined in Section 2.2(d).

“U.S. Participating Lender” is defined in Section 2.2(d).

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Reimbursement Obligations” means Reimbursement Obligations arising from a U.S. Letter of Credit.

“U.S. Revolver Percentage” means, for each U.S. Lender, the percentage of the aggregate U.S. Revolving Credit Commitments represented by such U.S. Lender’s U.S. Revolving Credit Commitment or, if the U.S. Revolving Credit Commitments have been terminated, the percentage held by such U.S. Lender (including through participation interests in U.S. Reimbursement Obligations) of the aggregate principal amount of all U.S. Revolving Loans and U.S. L/C Obligations then outstanding.

“U.S. Revolving Credit” means the credit facility for making U.S. Revolving Loans and U.S. Swing Loans and issuing U.S. Letters of Credit described in Sections 2.1(a)-(c), 2.2, and 2.10.

“U.S. Revolving Credit Commitment” means, as to any Lender, the obligation of such Lender to make U.S. Revolving Loans and to participate in U.S. Swing Loans and U.S. Letters of Credit issued for the account of the Borrowers hereunder in an aggregate principal or face amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1, as the same may be reduced, increased or otherwise modified at any time or from time to time pursuant to the terms hereof. The Borrowers and the Lenders acknowledge and agree that the U.S. Revolving Credit Commitments of the Lenders aggregate U.S. $750,000,000 as of the Restatement Effective Date.

“U.S. Revolving Loan” and “U.S. Revolving Loans” are each defined in Section 2.1(a) hereof and, as so defined, includes a Base Rate Loan or Eurodollar Loan, each of which is a “type” of Revolving Loan hereunder.

“U.S. Revolving Note” is defined in Section 2.11(d) hereof.

“U.S. Subsidiary” means each Subsidiary that is not a Foreign Subsidiary.

“U.S. Swing Line” means the credit facility for making one or more U.S. Swing Loans described in Section 2.10.

“U.S. Swing Line Sublimit” means U.S. $15,000,000, as the same may be reduced or increased at any time or from time to time pursuant to the terms hereof.

“U.S. Swing Loan” and “U.S. Swing Loans” are each defined in Section 2.10(a).

“U.S. Swing Note” is defined in Section 2.11(d).

“U.S. Tax Compliance Certificate” is defined in Section 10.1(g)(ii).

“Voting Stock” of any Person means Ownership Interests of any class or classes (however designated) having ordinary power for the election of directors or other similar governing body of such Person (including general partners of a partnership), other than Ownership Interests having such power only by reason of the happening of a contingency.

“Wells Fargo Intercreditor Agreement” means that certain Intercreditor Agreement dated as of November 7, 2012, by and between Wells Fargo Capital Finance, LLC, and the Administrative Agent.

“Welfare Plan” means a “welfare plan” as defined in Section 3(1) of ERISA.

“Wholly‑owned Subsidiary” means, at any time, any Subsidiary of which all of the issued and outstanding Ownership Interests (other than directors’ qualifying Ownership Interests as required by law) are owned by any one or more of the Borrowers and the Borrowers’ other Wholly‑owned Subsidiaries at such time.

“Withholding Agent” means any Borrower, any Guarantor, and the Administrative Agent.

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

Section 1.2.      Interpretation . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun

shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (f) 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, securities, accounts and contract rights. All references to time of day herein are references to Cincinnati, Ohio, time unless otherwise specifically provided. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP except where such principles are inconsistent with the specific provisions of this Agreement. All terms that are used in this Agreement which are defined in the Uniform Commercial Code of the State of New York as in effect from time to time ( “UCC” ) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide.

Section 1.3.    Change in Accounting Principles . If, after the date of this Agreement, there shall occur any change in GAAP and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrowers or the Required Lenders may by notice to the Lenders and the Borrowers, respectively, require that the Lenders and the Borrowers negotiate in good faith to amend such covenant, standard, and term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Consolidated Group or such covenant, standard or term shall be the same as if such change had not been made. No delay by the Borrowers or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 1.3, financial covenants (and all related defined terms) and applicable covenants, terms and standards shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, for purposes of calculations made

pursuant to the terms of this Agreement or any other Loan Document, GAAP will be deemed to treat leases that would have been classified as operating leases in accordance with generally accepted accounting principles in the United States of America as in effect on June 30, 2018 in a manner consistent with the treatment of such leases under generally accepted accounting principles in the United States of America as in effect on June 30, 2018, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.

Section 1.4.    Rounding . Any financial ratios required to be maintained pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under 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).

Section 2.1.    Revolving Loans .

(a)     U.S. Revolving Loans . Prior to the Termination Date, each U.S. Lender, by its acceptance hereof, severally and not jointly agrees, subject to the terms and conditions hereof, to make a revolving loan or loans (each individually a “U.S. Revolving Loan” and, collectively, the “U.S. Revolving Loans” ) in U.S. Dollars to the Borrowers from time to time on a revolving basis up to the amount of such Lender’s U.S. Revolving Credit Commitment in effect at such time; provided, however, the sum of the aggregate principal amount of U.S. Revolving Loans, U.S. Swing Loans and U.S. L/C Obligations at any time outstanding shall not exceed the sum of all U.S. Revolving Credit Commitments in effect at such time. Each Borrowing of U.S. Revolving Loans shall be made ratably by the U.S. Lenders in proportion to their respective U.S. Revolver Percentages. As provided in Section 2.4(a), and subject to the terms hereof, the Borrowers may elect that each Borrowing of U.S. Revolving Loans be either Base Rate Loans or Eurodollar Loans. U.S. Revolving Loans may be repaid and reborrowed before the Termination Date, subject to the terms and conditions hereof.

(b)     U.S. Revolving Credit Commitment Increases . The Borrowers’ Agent shall be entitled to request, either on the Restatement Effective Date or at any time, and from time to time, prior to the Termination Date, that the U.S. Revolving Credit Commitments be increased by an aggregate amount not to exceed One Hundred Fifty Million U.S. Dollars (U.S. $150,000,000) (such additional U.S. Revolving Credit Commitments are referred to herein as the “ Additional Commitments ”); provided that (x) each request for a U.S. Revolving Credit Commitment increase shall be in a minimum amount of Ten Million U.S. Dollars (U.S. $10,000,000), (y) no more than four requests

for a U.S. Revolving Credit Commitment increase may be made during any consecutive twelve-month period and (z) in no event shall the aggregate U.S. Revolving Credit Commitments exceed at any time Nine Hundred Million U.S. Dollars (U.S. $900,000,000); and provided further that, to the extent that the request occurs after the Restatement Effective Date, (i) no Default or Event of Default exists at the time of such request or the effective date of such Additional Commitments, including with respect to the covenants contained in Section 6.20 as reflected in the officer’s certificate required and most recently delivered pursuant to Section 6.1(c) and, on a pro forma basis, (ii) all representations and warranties contained in Section 5 hereof shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) on the date of such request and on the effective date of such Additional Commitments, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such earlier date, (iii) the Borrowers’ Agent gives the Administrative Agent thirty (30) days prior written notice of such election, (iv) no Lender shall be obligated to increase such Lender’s U.S. Revolving Credit Commitment without such Lender’s prior written consent, which may be withheld in such Lender’s sole discretion, and (v) any Person providing any Additional Commitment amount that is not already a Lender must be reasonably acceptable to the Administrative Agent, the U.S. L/C Issuers and the Borrowers’ Agent. Each Lender shall be given an opportunity to increase its U.S. Revolving Credit Commitments pro rata in an amount equal to its U.S. Revolver Percentage of such Additional Commitments. Upon the effectiveness of any Additional Commitments, (i) each Lender hereunder immediately prior to the effectiveness of such Additional Commitments will automatically and without further act be deemed to have assigned to each increasing Lender, and each increasing Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding U.S. Letters of Credit and U.S. Swing Loans, if applicable, such that, after giving effect to each deemed assignment and assumption of participations, all of the Lenders’ (including each increasing Lender) (A) participations hereunder in U.S. Letters of Credit and (B) participations hereunder in U.S. Swing Loans shall be held on a pro rata basis on the basis of their respective Commitments (after giving effect to any increase in the aggregate Commitments pursuant to this Section 2.1(b)) and (ii) each Lender hereunder immediately prior to the effectiveness of such Additional Commitments will automatically and without further act be deemed to have assigned Loans to the other Lenders (including the increasing Lenders), and such other Lenders (including the increasing Lenders) shall be deemed to have purchased such Loans, in each case to the extent necessary so that all of the Lenders participate in each outstanding borrowing of U.S. Revolving Loans pro rata on the basis of their respective U.S. Revolving Credit Commitment (after giving effect to any Additional Commitments pursuant to this Section 2.1(b)); it being understood and agreed that the minimum borrowing, pro rata borrowing, pro rata payment and funding indemnity requirements contained elsewhere in this Agreement shall not apply to the transactions effected

pursuant to the immediately preceding sentence. In connection with any such increase in the U.S. Revolving Credit Commitments the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement. The Borrower agrees to pay any reasonable and documented out-of-pocket expenses of the Administrative Agent relating to any Additional Commitments and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrowers’ Agent. In the event of any increase in the U.S. Revolving Credit Commitments pursuant to this Section 2.1(b), the U.S. L/C Sublimit and the U.S. Swing Line Sublimit shall increase automatically pro rata on a percentage basis (i.e. any percentage increase in the aggregate amount of the U.S. Revolving Credit Commitments pursuant to this Section shall result in an equal percentage increase the U.S. Swing Line Sublimit and the U.S. L/C Sublimit).

(c)     Adjustments. On the date ( “Funding Date” ) of any future increase in the U.S. Revolving Credit Commitments permitted by this Agreement (which date shall be designated by the Administrative Agent, after consultation with the Borrowers’ Agent), each U.S. Lender who has an Additional Commitment shall fund to the Administrative Agent such amounts as may be required to cause each such Lender to hold its U.S. Revolver Percentage of Loans based upon the U.S. Revolving Credit Commitments as of such Funding Date, and the Administrative Agent shall distribute the funds so received, if necessary, to the other U.S. Lenders in such amounts as may be required to cause each of them to hold its U.S. Revolver Percentage of Loans as of such Funding Date. Any amounts paid to other U.S. Lenders pursuant to this Section 2.1(c) shall be subject to the Borrowers’ obligations under Section 8.1. The first payment of interest and Letter of Credit fees received by the Administrative Agent after such Funding Date shall be paid to the U.S. Lenders in amounts adjusted to reflect the adjustments of their respective U.S. Revolver Percentages as of the Funding Date. On the Funding Date each U.S. Lender shall be deemed to have either sold or purchased, as applicable, U.S. Participating Interests so that upon consummation of all such sales and purchases, each U.S. Lender, other than any U.S. Lender acting as a U.S. L/C Issuer, holds an undivided participating interest in each U.S. Letter of Credit and each U.S. Reimbursement Obligation equal to such U.S. Revolver Percentage as of such Funding Date.

(d)     Canadian Revolving Loans. Prior to the Termination Date, each Canadian Lender, by its acceptance hereof, severally and not jointly agrees, subject to the terms and conditions hereof, to make a revolving loan or loans (each individually a “Canadian Revolving Loan” and, collectively, the “Canadian Revolving Loans” ) in U.S. Dollars or Canadian Dollars to the Borrowers from time to time on a revolving basis up to the amount of such Lender’s Canadian Revolving Credit Commitment in effect at such time; provided, however, the U.S. Dollar Equivalent of the sum of the aggregate principal amount of all Canadian Revolving Loans, Canadian Swing Loans, and Canadian L/C Obligations at any time outstanding shall not exceed the sum of all Canadian Revolving Credit Commitments in effect at such time. Each Borrowing of Canadian Revolving

Loans shall be made ratably by the Canadian Lenders in proportion to their respective Canadian Revolver Percentages. As provided in Section 2.4(a), and subject to the terms hereof, the Borrowers may elect that each Borrowing of Canadian Revolving Loans be either (i) denominated in U.S. Dollars in the form of Base Rate Loans or Eurodollar Loans or (ii) denominated in Canadian Dollars in the form of Canadian Prime Rate Loans or Canadian CDOR Loans. Canadian Revolving Loans may be repaid and reborrowed before the Termination Date, subject to the terms and conditions hereof. As provided in Section 8.6, each Lender shall be entitled to fund and maintain its funding of all or any part of its Canadian Revolving Loans in any manner it sees fit, including funding from an Affiliate or a branch of the Lender located outside of the United States of America.

Section 2.2.    Letters of Credit     .

(a)     General Terms. Subject to the terms and conditions hereof, (i) as part of the U.S. Revolving Credit, each U.S. L/C Issuer agrees to issue standby letters of credit (each a “U.S. Letter of Credit” ) under the U.S. Revolving Credit for each Borrower’s account in U.S. Dollars in an aggregate undrawn face amount up to the U.S. L/C Sublimit; and (ii) as part of the Canadian Revolving Credit, the Canadian L/C Issuer shall issue standby and commercial letters of credit (each a “Canadian Letter of Credit” ; the Canadian Letters of Credit, together with the U.S. Letters of Credit, collectively, the “Letters of Credit” and each a “Letter of Credit” ) under the Canadian Revolving Credit for each Borrower’s account in U.S. Dollars or Canadian Dollars in an aggregate undrawn face amount with a U.S. Dollar Equivalent not to exceed the Canadian L/C Sublimit; provided that, no Letter of Credit shall be issued (or amended, renewed or extended) by any L/C Issuer unless (A) such L/C Issuer shall have given to the Administrative Agent written notice thereof required under Section 2.2(i) hereunder, and (B) after giving effect to such issuance (or amendment, renewal or extension) the sum of (x) the aggregate principal amount of U.S. Revolving Loans, U.S. Swing Loans and U.S. L/C Obligations at any time outstanding shall not exceed the sum of all U.S. Revolving Credit Commitments in effect at such time, and (y) the U.S. Dollar Equivalent of the aggregate principal amount of Canadian Revolving Loans, Canadian Swing Loans and Canadian L/C Obligations at any time outstanding shall not exceed the sum of all Canadian Revolving Credit Commitments in effect at such time. Each U.S. Lender shall be obligated to reimburse the applicable U.S. L/C Issuer for such U.S. Lender’s U.S. Revolver Percentage of the amount of each drawing under a U.S. Letter of Credit in accordance with the terms hereof and, accordingly, each U.S. Letter of Credit shall constitute usage of the U.S. Revolving Credit Commitment of each U.S. Lender pro rata in an amount equal to its U.S. Revolver Percentage of the U.S. L/C Obligations then outstanding. Each Canadian Lender shall be obligated to reimburse the applicable Canadian L/C Issuer for such Canadian Lender’s Canadian Revolver Percentage of the amount of each drawing under a Canadian Letter of Credit and, accordingly, each Canadian Letter of Credit shall constitute usage of the Canadian Revolving Credit Commitment of each Canadian Lender pro rata in an amount equal to its Canadian Revolver Percentage of the Canadian

L/C Obligations then outstanding. The obligations of the L/C Issuers under this Agreement are several and not joint.

(b)     Applications. At any time before the Termination Date, the applicable L/C Issuer shall, at the request of the Borrowers’ Agent, issue one or more Letters of Credit in U.S. Dollars, or, solely with respect to Canadian Letters of Credit, at the option of Borrowers’ Agent, in U.S. Dollars or in Canadian Dollars, in form and substance acceptable to such L/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or 30 days prior to the Termination Date (unless the Borrowers have provided Cash Collateral in compliance with the requirements of Section 4.5 as security for such Letter of Credit in an amount equal to 103% of the full amount then available for drawing under such Letter of Credit) in an aggregate face amount as set forth in Section 2.2(a), upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application” ). Notwithstanding anything contained in any Application to the contrary: (i) the Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 2.12(b), and (ii) if the applicable L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers hereby promise to pay) from and after the date such drawing is paid at a rate per annum (x) if such Letter of Credit is denominated in Canadian Dollars, equal to the sum of the Applicable Margin plus the Canadian Prime Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed) and (y) if such Letter of Credit is denominated in U.S. Dollars, equal to the sum of the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed); provided , however , that, after the occurrence and during the continuance of an Event of Default, upon the election of the Administrative Agent, acting at the request or with the consent of the Required Lenders with written notice to the Borrowers, or upon acceleration, the interest on such drawing shall be equal to the foregoing applicable rate per annum plus 2.0%. Without limiting the foregoing, each L/C Issuer’s obligation to issue, amend or extend the expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.2). Notwithstanding anything herein to the contrary, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit if any Lender is at such time a Defaulting Lender hereunder unless the Borrowers or such Defaulting Lender has provided Cash Collateral in compliance with Section 4.5 sufficient to eliminate the L/C Issuer’s risk with respect to the Defaulting Lender.

(c)     The Reimbursement Obligations. Subject to Section 2.2(b), the obligation of the Borrowers to reimburse an L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement

Obligation” ) shall be governed by the Application related to such Letter of Credit and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Cincinnati time) on the date which each drawing is to be paid if the Borrowers have been informed of such drawing by such L/C Issuer on or before 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers after 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the Borrowers, and the Administrative Agent shall thereafter cause to be distributed to the applicable L/C Issuer such amount(s) in like funds. With respect to any Letter of Credit denominated in U.S. Dollars, the Borrowers shall reimburse the applicable L/C Issuer in U.S. Dollars. With respect to any Canadian Letter of Credit denominated in Canadian Dollars, the Borrowers shall reimburse the applicable Canadian L/C Issuer in Canadian Dollars, unless such Canadian L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in U.S. Dollars in an amount equal to the U.S. Dollar Equivalent of such Reimbursement Obligation. If the Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree that, notwithstanding any provision of any Application, their obligations under this Section 2.2(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrowers may otherwise have against the Administrative Agent, any L/C Issuer or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, of set-off the Borrowers may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, any L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or an L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or an L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.2(c), constitute

a legal or equitable discharge of the Borrowers’ obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or the L/C Issuers 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 L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuers from liability to the Borrowers to the extent of any direct damages (as opposed to consequential 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 the applicable L/C Issuer’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 any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer 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, an L/C Issuer 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.

(d)     The Participating Interests. Each U.S. Lender (other than the Lender acting as U.S. L/C Issuer with respect to the applicable U.S. Letter of Credit) severally and not jointly agrees to purchase from the U.S. L/C Issuers, and each such L/C Issuer hereby agrees to sell to each such U.S. Lender (a “U.S. Participating Lender” ), an undivided participating interest (a “U.S. Participating Interest” ) to the extent of its U.S. Revolver Percentage in each U.S. Letter of Credit issued by, and each U.S. Reimbursement Obligation owed to, such U.S. L/C Issuer. Each Canadian Lender (other than the Lender acting as Canadian L/C Issuer with respect to the applicable Canadian Letter of Credit) severally and not jointly agrees to purchase from the Canadian L/C Issuers, and each such L/C Issuer hereby agrees to sell to each such Canadian Lender (a “Canadian Participating Lender” ), an undivided participating interest (a “Canadian Participating Interest” ) to the extent of its Canadian Revolver Percentage in each Canadian Letter of Credit issued by, and each Canadian Reimbursement Obligation owed to, such Canadian L/C Issuer. Upon Borrowers’ failure to pay any Reimbursement Obligation on the date and at the time required, or if an L/C Issuer is required at any time to return to the Borrowers or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not

later than the Business Day it receives a certificate in the form of Exhibit A hereto from such L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m. (Cincinnati time), or not later than 1:00 p.m. (Cincinnati time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the applicable L/C Issuer an amount equal to such Participating Lender’s U.S. Revolver Percentage or Canadian Revolver Percentage, as applicable, of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the applicable L/C Issuer made the related payment to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the applicable L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, (x) if such Letter of Credit is denominated in Canadian Dollars, in Canadian Dollars the Canadian L/C Issuer’s cost of funds for such day and (y) if such Letter of Credit is denominated in U.S. Dollars, in U.S. Dollars the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, (x) if such Letter of Credit is denominated in Canadian Dollars, in Canadian Dollars the Canadian Prime Rate in effect for such day and (y) if such Letter of Credit is denominated in U.S. Dollars, in U.S. Dollars the Base Rate in effect for each such day. Each such Participating Lender shall, after making its appropriate payment, be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the applicable L/C Issuer retaining its Percentage thereof as a Lender hereunder.

The several obligations of the Participating Lenders to the L/C Issuers under this Section 2.2 shall be absolute, irrevocable and unconditional under any and all circumstances and shall not be subject to any set‑off, counterclaim or defense to payment which any Participating Lender may have or has had against the Borrowers, the applicable L/C Issuer, the Administrative Agent, any Lender or any other Person. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of the Commitment of any Lender, and each payment by a Participating Lender under this Section 2.2 shall be made without any offset, abatement, withholding or reduction whatsoever.

(e)     Indemnification. The Participating Lenders shall, severally, to the extent of their respective Percentages, indemnify each L/C Issuer (to the extent not reimbursed by the Borrowers) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from an L/C Issuer’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment) that an L/C Issuer may suffer or incur in connection with any Letter of Credit issued by it. The obligations of the Participating Lenders under this Section 2.2(e) and all other parts of this

Section 2.2 shall survive termination of this Agreement and of all Applications, Letters of Credit, and all drafts and other documents presented in connection with drawings thereunder.

(f)     Manner of Requesting a Letter of Credit. The Borrowers’ Agent shall provide at least three Business Days’ advance written notice to the Administrative Agent (or such lesser notice as the Administrative Agent and the applicable L/C Issuer may agree in their sole discretion) of each request for the issuance of a Letter of Credit, each such notice to be accompanied by a properly completed and executed Application for the requested Letter of Credit and, in the case of an extension or amendment or an increase in the amount of a Letter of Credit, a written request therefor, in a form acceptable to the Administrative Agent and the applicable L/C Issuer, in each case, together with the fees called for by this Agreement. The Administrative Agent shall promptly notify the applicable L/C Issuer of the Administrative Agent’s receipt of each such notice (and the applicable L/C Issuer shall be entitled to assume that the conditions precedent to any such issuance, extension, amendment or increase have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders) and the applicable L/C Issuer shall promptly notify the Administrative Agent and the Lenders of the issuance of a Letter of Credit.

(g)     Conflict with Application . In the event of any conflict or inconsistency between this Agreement and the terms of any Application, the terms of this Agreement shall control. Notwithstanding anything else to the contrary in this Agreement, any Application or any other document related to issuing a Letter of Credit, any grant of a security interest pursuant to any Application shall be null and void.

(h)     Increases in the U.S. L/C Sublimit. The U.S. L/C Sublimit may be increased pursuant to Section 2.1(b).

(i)     L/C Issuer Reports to Administrative Agent . Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall, in addition to its notification obligations set forth elsewhere in this Section 2.2, report in writing to the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Letters of Credit issued by such L/C Issuer, including all issuances, extensions, amendments and renewals, all expirations and cancellations and all disbursements and reimbursements, (ii) reasonably prior to the time that such L/C Issuer issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or extension and the face amount of the Letters of Credit issued, amended, renewed or extended by such L/C Issuer outstanding after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed), (iii) on each Business Day on which such L/C Issuer honors any drawing under any Letter of Credit, the date and amount of the drawing so honored, (iv) on any Business Day on which any Borrower fails to reimburse any drawing under a Letter of Credit as required hereunder, the

date of such failure and the amount of such unreimbursed drawing, and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such L/C Issuer.

(j)     Designation of Additional L/C Issuer; Termination of any L/C Issuer .

(i)    The Borrowers’ Agent may, at any time and from time to time, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) designate as additional L/C Issuers one or more Lenders that agree to serve in such capacity as provided in this Section. The acceptance by a Lender of an appointment as an L/C Issuer hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent, executed by the Borrowers’ Agent, the Administrative Agent and such designated Lender and, from and after the effective date of such agreement, (A) such Lender shall have all the rights and obligations of an L/C Issuer under this Agreement and (B) references herein to the term L/C Issuer shall be deemed to include such Lender in its capacity as an issuer of Letters of Credit hereunder.

(ii)    The Borrowers’ Agent may terminate the appointment of any L/C Issuer as an L/C Issuer hereunder by providing a written notice thereof to such L/C Issuer, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (A) such L/C Issuer acknowledging receipt of such notice and (B) the 10th Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the L/C Obligations attributable to Letters of Credit issued by such L/C Issuer shall have been reduced to zero. At the time any such termination shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the terminated L/C Issuer pursuant to Section 2.12(b). Notwithstanding the effectiveness of any such termination, the terminated L/C Issuer shall remain a party hereto and shall continue to have all the rights of an L/C Issuer under this Agreement with respect to Letters of Credit issued by it prior to such termination, but shall not issue any additional Letters of Credit.

(k)     Responsibility of each L/C Issuer . In determining whether to honor any drawing under any Letter of Credit, the sole responsibility of L/C Issuer shall be to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether such documents appear on their face to be in accordance with the terms and conditions of such Letter of Credit. As between the Borrowers and any L/C Issuer, the Borrowers assume all risks of the acts and omissions of, or misuse of any Letters of Credit by, the beneficiary of any Letter of Credit. In furtherance and not in limitation of the foregoing, none of the L/C Issuers or any of their Related Parties shall have any responsibility for (and none of their rights or powers hereunder shall be affected or impaired by) (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted

by any Person in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason, (iii) failure of the beneficiary of any Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit, provided that the L/C Issuer’s determination that documents presented under the Letter of Credit complied with the terms thereof did not constitute gross negligence or willful misconduct of the L/C Issuer (as determined by a court of competent jurisdiction by a final and nonappealable judgment), (iv) errors, omissions, interruptions or delays in transmission or delivery of any message, by mail, facsimile or otherwise, whether or not they be in cipher, (v) errors in interpretation of technical terms, (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit, (vii) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit, or (viii) any consequences arising from causes beyond the control of the applicable L/C Issuer, including any Legal Requirement. Without limiting the foregoing, any act taken or omitted to be taken by an L/C Issuer under or in connection with the Letters of Credit or any documents or certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of such L/C Issuer to the Borrowers. Notwithstanding anything to the contrary contained in this Section 2.2(k), the Borrowers shall retain any and all rights it may have against an L/C Issuer for any liability to the extent arising out of the gross negligence, bad faith or willful misconduct of such L/C Issuer, as determined by a final, non‑appealable judgment of a court of competent jurisdiction.

Section 2.3.    Applicable Interest Rates .

(a)     Base Rate Loans. Each Base Rate Loan made or maintained by a Lender shall bear interest (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual days elapsed) in U.S. Dollars on the unpaid principal amount thereof from the date such Loan is advanced or created by conversion from a Eurodollar Loan until, but excluding, the date of repayment thereof, at a rate per annum equal to the sum of the Applicable Margin plus the Base Rate from time to time in effect, payable in arrears on the last Business Day of each month and at maturity (whether by acceleration or otherwise).

(b)     Canadian Prime Rate Loans. Each Canadian Prime Rate Loan made or maintained by a Canadian Lender shall bear interest (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual days elapsed) in Canadian Dollars on the unpaid principal amount thereof, both before and after maturity, default and judgment, from the date such Loan is advanced or created by conversion, but excluding the date of repayment thereof, at a rate per annum equal to

the sum of the Applicable Margin plus the Canadian Prime Rate from time to time in effect, payable in arrears on the last Business Day of each month and at maturity (whether by acceleration or otherwise).

(c)     Eurodollar Loans. Each Eurodollar Loan made or maintained by a Lender shall bear interest in U.S. Dollars during each Interest Period it is outstanding (computed on the basis of a year of 360 days and actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced, continued or created by conversion from a Base Rate Loan until, but excluding, the date of repayment thereof, at a rate per annum equal to the sum of the Applicable Margin plus the Adjusted LIBOR applicable for such Interest Period, payable in arrears on the last day of the Interest Period and at maturity (whether by acceleration or otherwise).

(d)     Canadian CDOR Loans. Each Canadian CDOR Loan made or maintained by a Lender shall bear interest in Canadian Dollars during each Interest Period it is outstanding (computed on the basis of a year of 360 days and actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced, continued or created by conversion from a Canadian Prime Rate Loan until, but excluding, the date of repayment thereof, at a rate per annum equal to the sum of the Applicable Margin plus the CDOR Rate applicable for such Interest Period, payable in arrears on the last day of the Interest Period and at maturity (whether by acceleration or otherwise).

(e)     Default Rate. While any Event of Default exists or after acceleration, the Borrowers shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the principal amount of all Loans owing by it at a rate per annum equal to:

(i)    for any Base Rate Loan and any Swing Loan bearing interest at the Base Rate, the sum of 2.0% per annum plus the Applicable Margin plus the Base Rate from time to time in effect;

(ii)    for any Canadian Prime Rate Loan and any Canadian Swing Loan bearing interest at the Canadian Prime Rate, the sum of 2.0% plus the Applicable Margin plus the Canadian Prime Rate from time to time in effect; and

(iii)    for any Eurodollar Loan and Canadian CDOR Loan, and any U.S. Swing Loan and any Canadian Swing Loan bearing interest at the Swing Line Lender’s Quoted Rate, the sum of 2.0% per annum plus the rate of interest in effect thereon at the time of such Event of Default until the end of the Interest Period applicable thereto and, thereafter, at a rate per annum equal to the sum of 2.0% plus either (x) for Loans in U.S. Dollars, the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect, or (y) for Loans in Canadian Dollars, the Applicable Margin plus the Canadian Prime Rate from time to time in effect, as applicable.

provided, however, that in the absence of acceleration (in which case, for the sake of clarity, any increase in interest rates pursuant to this Section and any conversion of Loans into Base Rate Loans or Canadian Prime Rate Loans shall be automatic), any increase in interest rates pursuant to this Section and any conversion of Loans into Base Rate Loans or Canadian Prime Rate Loans shall be made at the election of the Administrative Agent, acting at the request or with the consent of the Required Lenders, with written notice to the Borrowers. While any Event of Default exists or after acceleration, accrued interest shall be paid on demand of the Administrative Agent at the request or with the consent of the Required Lenders.

(f)     Rate Determinations. The Administrative Agent shall determine each interest rate applicable to the Loans and the Reimbursement Obligations hereunder, and its determination thereof shall be conclusive and binding except in the case of manifest error.

(g)     Interest Act (Canada) . For the purpose of complying with the Interest Act (Canada), it is expressly stated that, (i) where interest is calculated pursuant hereto at a rate based upon a 360‑day period (for the purposes of this Section the “first rate”), the yearly rate or percentage of interest to which the first rate is equivalent is the first rate multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360; (ii) where interest is calculated pursuant hereto at a rate based on a 365 or 366 day period (for the purposes of this Section the “second rate”), the yearly rate or percentage of interest to which the second rate is equivalent is the second rate multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 365 or 366 (as may be applicable); and (iii) the parties hereto acknowledge that there is a material distinction between the nominal and effective rates of interest and that they are capable of making the calculations necessary to compare such rates and that the calculations herein are to be made using the nominal rate method and not on any basis that gives effect to the principle of deemed reinvestment of interest

Section 2.4.    Manner of Borrowing Loans and Designating Applicable Interest Rates .

(a)     Notice to the Administrative Agent. The Borrowers’ Agent shall give notice to the Administrative Agent by no later than 12:00 Noon (Cincinnati time): (i) at least 3 Business Days before the date on which the Borrowers’ Agent requests the Lenders to advance a Borrowing of Eurodollar Loans or Canadian CDOR Loans; (ii) at least 2 Business Days before the date on which the Borrowers’ Agent requests the Lenders to advance a Borrowing of Canadian Prime Rate Loans; and (iii) on the date the Borrowers’ Agent requests the Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice; provided that, the Borrowers’ Agent and the Administrative Agent may agree that, notwithstanding anything to the contrary in this Agreement, for a Borrowing of Eurodollar Loans on the Closing Date, (x) LIBOR shall be equal to the LIBOR Index Rate for a period of one

month and (y) the initial Interest Period shall commence on the Closing Date and end on October 31, 2018. Thereafter, the Borrowers’ Agent may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 2.5, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrowers’ Agent may continue part or all of such Borrowing as Eurodollar Loans or convert part or all of such Borrowing into Base Rate Loans, or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrowers may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrowers’ Agent, (iii) if such Borrowing is of Canadian Prime Rate Loans, on any Business Day, the Borrowers may convert all or part of such Borrowing into Canadian CDOR Loans for an Interest Period or Interest Periods specified by the Borrowers’ Agent, or (iv) if such Borrowing is of Canadian CDOR Loans, on the last day of the Interest Period applicable thereto, the Borrowers’ Agent may continue part or all of such Borrowing as Canadian CDOR Loans or convert part or all of such Borrowing into Canadian Prime Rate Loans. The Borrowers’ Agent shall give all such notices requesting the advance, continuation or conversion of a Borrowing to the Administrative Agent by email (with a pdf copy of the applicable fully-executed notice), telephone, or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing in a manner acceptable to the Administrative Agent), substantially in the form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the Administrative Agent. Notice of (i) the continuation of a Borrowing of Eurodollar Loans or Canadian CDOR Loans for an additional Interest Period, (ii) the conversion of part or all of a Borrowing of Base Rate Loans into Eurodollar Loans, or (iii) the conversion of part or all of a Borrowing of Canadian Prime Rate Loans into Canadian CDOR Loans must be given, in each instance, by no later than 12:00 Noon (Cincinnati time) at least 3 Business Days before the date of the requested continuation or conversion. Notice of (i) the conversion of part or all of a Borrowing of Canadian CDOR Loans on any day other than the last day of its Interest Period into Canadian Prime Rate Loans, and (ii) the conversion of part or all of a Borrowing of Eurodollar Loans on any day other than the last day of its Interest Period into a Borrowing of Base Rate Loans must be given, in each instance, by no later than 12:00 Noon (Cincinnati time) at least 2 Business Days before the date of the requested conversion. All notices concerning the advance, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans or Canadian CDOR Loans, the Interest Period applicable thereto. The Borrowers agree that the Administrative Agent may rely on any such email, telephonic or telecopy notice given by any person the Administrative Agent in good faith believes is an Authorized Representative without the necessity of independent investigation (the Borrowers hereby indemnify the Administrative Agent from any liability or loss ensuing from

such reliance) and, in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Administrative Agent has acted in reliance thereon.

(b)     Notice to the Lenders . The Administrative Agent shall give prompt telephonic or telecopy, or e-mail notice to each Lender of any notice from the Borrowers’ Agent received pursuant to Section 2.4(a) above and, if such notice requests the Lenders to make Eurodollar Loans, the Administrative Agent shall give notice to the Borrowers’ Agent and each Lender of the interest rate applicable thereto promptly after the Administrative Agent has made such determination and, if such Borrowing is denominated in Canadian Dollars, of the Original Dollar Amount thereof.

(c)     Borrower’s Failure to Notify; Automatic Continuations and Conversions; Automatic Extensions of Revolving Loans if Reimbursement Obligations Not Repaid . If the Borrowers’ Agent fails to give proper notice of the continuation or conversion of any outstanding Borrowing of Eurodollar Loans or Canadian CDOR Loans before the last day of its then current Interest Period within the period required by Section 2.4(a) or, whether or not such notice has been given, one or more of the conditions set forth in Section 3.1 for the continuation or conversion of a Borrowing of Eurodollar Loans or Canadian CDOR Loans, as applicable, would not be satisfied, and such Borrowing is not prepaid in accordance with Section 2.7(a), any such Borrowing of Eurodollar Loans shall automatically be converted into a Borrowing of Base Rate Loans and any such Borrowing of Canadian CDOR Loans shall automatically be converted into a Borrowing of Canadian Prime Rate Loans, as applicable. In the event the Borrowers’ Agent fails to give notice pursuant to Section 2.4(a) of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 1:00 p.m. (Cincinnati time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrowers shall be deemed to have requested (i) with respect to Reimbursement Obligations arising from any U.S. Letter of Credit, a Borrowing of Base Rate Loans under the U.S. Revolving Credit (or, at the option of the Administrative Agent, under the U.S. Swing Line) or (ii) with respect to Reimbursement Obligations in Canadian Dollars arising from any Canadian Letter of Credit, a Borrowing of Canadian Prime Rate Loans under the Canadian Revolving Credit and with respect to Reimbursement Obligations in U.S. Dollars arising from any Canadian Letter of Credit, a Borrowing of Base Rate Loans under the Canadian Revolving Credit (or, at the option of the Administrative Agent, in each such event, under the Canadian Swing Line), in any event on such day in the amount of the Reimbursement Obligation then due, which such Borrowing, if otherwise available hereunder, shall be applied to pay the Reimbursement Obligation then due.

(d)     Disbursement of Loans . Not later than 2:00 p.m. (Cincinnati time) on the date of any requested advance of a new Borrowing, subject to Section 2, each Lender shall make available its Loan comprising part of such Borrowing in funds immediately available (i) in the case of Loans

denominated in U.S. Dollars, at the principal office of the Administrative Agent in Cincinnati, Ohio, and (ii) in the case of Loans denominated in Canadian Dollars, at the principal office of the Administrative Agent in Cincinnati, Ohio in such funds as are then customary for the settlement of international transactions in such currency and no later than such local time as is necessary for such funds to be received and transferred to the Borrowers for same day value on the date of the Borrowing. The Administrative Agent shall make the proceeds of each new Borrowing available to the Borrowers at the Administrative Agent’s principal office in Cincinnati, Ohio.

(e)     Administrative Agent Reliance on Lender Funding. Unless the Administrative Agent shall have received notice from a Lender prior to (or, in the case of a Borrowing of Base Rate Loans or Canadian Prime Rate Loans, by 1:00 p.m. (Cincinnati time) on) the date on which such Lender is scheduled to make available to the Administrative Agent of its share of a Borrowing (which notice shall be effective upon receipt) that such Lender does not intend to make such share available, the Administrative Agent may assume that such Lender has made such share available in accordance with Section 2.4(d) when due and the Administrative Agent, in reliance upon such assumption, may (but shall not be required to) make available to the Borrowers a corresponding amount in the applicable currency (each such advance, a “Disproportionate Advance” ) and, if any Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, such Lender shall, on demand, make available to the Administrative Agent the Disproportionate Advance attributable to such Lender together with interest thereon in respect of each day during the period commencing on the date such Disproportionate Advance was made available to the Borrowers and ending on (but excluding) the date such Lender makes available such Disproportionate Advance to the Administrative Agent at a rate per annum equal to: (i) from the date the Disproportionate Advance was made by the Administrative Agent to the date 2 Business Days after payment by such Lender is due hereunder, (x) with respect to a Loan denominated in U.S. Dollars, the greater of, for each such day, (1) the Federal Funds Rate and (2) an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, or (y) with respect to a Loan denominated in Canadian Dollars, the CDOR Rate for each such day, as determined by the Administrative Agent, plus any standard administrative or processing fees charged by the Administrative Agent in connection with such Lender’s non‑payment and (ii) from the date 2 Business Days after the date such share of the applicable Borrowing is due from such Lender to the date such payment is made by such Lender, with respect to a Loan denominated in U.S. Dollars, the Base Rate in effect for each such day and, with respect to a Loan denominated in Canadian Dollars, the Canadian Prime Rate in effect on such day. If such amount is not received from such Lender by the Administrative Agent immediately upon demand, the Borrowers will, promptly following written demand from the Administrative Agent, repay to the Administrative Agent the proceeds of the Loan attributable to such Disproportionate Advance with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a Loan under Section 8.1 so that the Borrowers will have

no liability under such Section with respect to such payment. If the Borrowers and such Lender shall pay interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrowers under this Section shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Section 2.5.    Minimum Borrowing Amounts; Maximum Eurodollar Loans . Each Borrowing of Base Rate Loans advanced under the U.S. Revolving Credit or the Canadian Revolving Credit shall be in an amount not less than U.S. $300,000. Each Borrowing of Canadian Prime Rate Loans advanced under the Canadian Revolving Credit shall be in an amount not less than Cdn. $300,000. Each Borrowing of Eurodollar Loans advanced, continued or converted under the U.S. Revolving Credit or the Canadian Revolving Credit shall be in an amount equal to U.S. $1,000,000 or such greater amount that is an integral multiple of U.S. $100,000. Each Borrowing of Canadian CDOR Loans advanced, continued or converted under the Canadian Revolving Credit shall be in an amount equal to Cdn. $1,000,000 or such greater amount that is an integral multiple of Cdn. $100,000. Without the Administrative Agent’s consent, there shall not be more than seven (7) Borrowings of Eurodollar Loans and Canadian CDOR Loans, in the aggregate, outstanding at any one time.

Section 2.6.    Maturity of Loans. Each Revolving Loan and each Swing Loan, both for principal and interest not sooner paid, shall mature and become due and payable by the Borrowers on the Termination Date.

Section 2.7.    Prepayments.     

(a)     Voluntary . The Borrowers may prepay without premium or penalty (except as set forth in Section 8.1 below) and in whole or in part any Borrowing of (i) Eurodollar Loans or Canadian CDOR Loans at any time upon 3 Business Days prior notice by the Borrowers’ Agent to the Administrative Agent or, (ii) in the case of a Borrowing of Base Rate Loans, Canadian Prime Rate Loans, or Swing Loans bearing interest at the Swing Line Lender’s Quoted Rate, notice delivered by the Borrowers’ Agent to the Administrative Agent no later than 10:00 a.m. (Cincinnati time) on the date of prepayment (or, in any case, such shorter time period then agreed to by the Administrative Agent), such prepayment to be made by the payment of the principal amount to be prepaid and, in the case of any Eurodollar Loans or Canadian CDOR Loans, accrued interest thereon to the date fixed for prepayment plus any amounts due the Lenders under Section 8.1; provided, however, the Borrowers may not partially repay a Borrowing (i) if such Borrowing is of Base Rate Loans (other than a Swing Loan), in a principal amount less than U.S. $500,000, (ii) if such Borrowing is of

Eurodollar Loans, in a principal amount less than U.S. $1,000,000, (iii) if such Borrowing is of Canadian Prime Rate Loans (other than a Swing Loan), in an amount not less than Cdn. $500,000, (iv) if such Borrowing is of Canadian CDOR Loans, in a principal amount less than Cdn. $1,000,000 and (v) in each case, unless it is in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.5 remains outstanding. The Administrative Agent shall promptly advise each Lender of any notice of prepayment by the Borrowers.

(b)     Mandatory .

(i)    If any Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition (other than Dispositions permitted under Section 6.13(r)) or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (x) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in its notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 365 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like‑kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such 365‑day period. Promptly after the end of such 365‑day period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers not so invested or reinvested. The amount of each such prepayment shall be applied then to the U.S. Revolving Loans and the Canadian Revolving Loans on a ratable basis (in accordance with the outstanding principal amounts thereof) until all outstanding Revolving Loans are paid in full and then to the U.S. Swing Loans and the Canadian Swing Loans on a ratable basis (in accordance with the outstanding principal amounts thereof).

(ii)    If after the Restatement Effective Date any Borrower or any Subsidiary shall issue any new equity securities (other than equity securities issued to any director, manager, or employee as part of an employee incentive program, equity securities issued to the seller of an Acquired Business in connection with an Acquisition permitted by the terms hereof, if any, and, so long as no Event of Default exists at the time of any such issue, any Designated Canadian Equity Issuances, if any) or incur or assume any Indebtedness other than that permitted by Section 6.11, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such issuance, incurrence or assumption the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the U.S. Revolving Loans and Canadian Revolving Loans on a ratable basis (in accordance with the outstanding principal amounts thereof) until all outstanding Revolving Loans are paid in full and then to the U.S. Swing Loans and Canadian Swing Loans on a ratable basis (in accordance with the outstanding principal amounts thereof). The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 6.11 or any other terms of this Agreement.

(iii)    The Borrowers shall, on each date the U.S. Revolving Credit Commitments are reduced pursuant to Section 2.9, prepay the U.S. Revolving Loans and, if necessary, U.S. Swing Loans and, if necessary, in accordance with Section 4.5, Cash Collateralize 103% of the then-outstanding U.S. L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of U.S. Revolving Loans, U.S. Swing Loans and U.S. L/C Obligations then outstanding to the amount to which the Commitments have been so reduced; and the Borrowers shall, on each date the Canadian Revolving Credit Commitments are reduced pursuant to Section 2.9, prepay the Canadian Revolving Loans and, if necessary, Canadian Swing Loans and, if necessary, in accordance with Section 4.5, Cash Collateralize 103% of the then-outstanding Canadian L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Canadian Revolving Loans, Canadian Swing Loans and Canadian L/C Obligations then outstanding to the amount to which the Commitments have been so reduced; and

(iv)    Unless the Borrowers otherwise direct, prepayments of Loans under this Section 2.7(b) shall be applied first to Borrowings of Base Rate Loans and Canadian Prime Rate Loans, as the case may be, until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans and Canadian CDOR Loans, as the case may be, in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.7(b) shall be made by the payment of the principal amount to be prepaid and, in

the case of any Eurodollar Loans or Canadian CDOR Loans, accrued interest thereon to the date of prepayment together with any amounts due the Lenders under Section 8.1. Each prefunding of L/C Obligations shall be made in accordance with Section 4.5.

(c)    The Administrative Agent will promptly advise each Lender of any notice of prepayment it receives from the Borrowers, and in the case of any partial prepayment, such prepayment shall be applied to the remaining amortization payments on the relevant Loans in the inverse order of maturity.

Section 2.8.    Place and Application of Payments .

(a)     General Terms . All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrowers under this Agreement and the other Loan Documents, shall be made by the Borrowers to the Administrative Agent (i) in the case of Loans denominated in U.S. Dollars by no later than 1:00 p.m. (Cincinnati time) on the due date thereof at the office of the Administrative Agent in Cincinnati, Ohio (or such other location as the Administrative Agent may designate to the Borrowers in writing) for the benefit of the Lender or Lenders entitled thereto, and (ii) in the case of Loans denominated in Canadian Dollars, to the Administrative Agent by no later than 1:00 p.m. (Cincinnati time) at the place of payment to such office as the Administrative Agent has previously specified in a notice to the Borrowers, for the benefit of the Lender or Lenders entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars or Canadian Dollars, as applicable, in immediately available funds at the place of payment, in each case without set‑off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement.

(b)     Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an L/C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or such L/C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such L/C Issuer, with interest

thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date 2 Business Days after payment by such Lender is due hereunder, (x) if such scheduled payment was to be made in U.S. Dollars, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (y) if such scheduled payment was to be made in Canadian Dollars, the CDOR Rate for each such day and (ii) from the date 2 Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, (x) if such scheduled payment was to be made in U.S. Dollars, the Base Rate in effect for each such day and (y) if such scheduled payment was to be made in Canadian Dollars, the Canadian Prime Rate in effect for each such day.

(c)     Application of Collateral Proceeds Before Default . Prior to the occurrence of an Event of Default, subject to Section 2.7(b), all payments and collections received in respect of the Obligations and all proceeds of Collateral shall (subject to the other terms of this Agreement) be applied by the Administrative Agent against the outstanding Obligations as follows:

(i)     first , to any outstanding fees, charges, and expenses then due to the Administrative Agent and the Lenders;

(ii)     second , to outstanding interest charges then due in respect of the Obligations;

(iii)     third , to the outstanding principal balance of the U.S. Swing Loans and to the outstanding principal balance of the Canadian Swing Loans on a ratable basis (in accordance with the outstanding principal amounts thereof) until all outstanding Swing Loans are paid in full;

(iv)     fourth , to the outstanding principal balance of the U.S. Revolving Loans and U.S. Reimbursement Obligations in respect of amounts drawn under U.S. Letters of Credit and to the outstanding principal balance of the Canadian Revolving Loans and Canadian Reimbursement Obligations in respect of amounts drawn under the Canadian Letters of Credit on a ratable basis (in accordance with the outstanding principal amounts thereof) until all outstanding Revolving Loans and unpaid Reimbursement Obligations are paid in full; and

(v)     finally , to be made available to the Borrowers or whoever else may be lawfully entitled thereto.

(d)     Application of Collateral Proceeds after Default . Anything contained herein to the contrary notwithstanding, (x) pursuant to the exercise of remedies under Sections 7.2 and 7.3 or

(y) after written instruction by the Required Lenders after the occurrence and during the continuation of an Event of Default, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders shall be remitted to the Administrative Agent and distributed as follows:

(i)     first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan Documents, which the Borrowers have agreed to pay the Administrative Agent under Section 10.12 (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);

(ii)     second, to the payment of principal and interest on Swing Loans until paid in full;

(iii)     third, to the payment of any outstanding interest (other than on Swing Loans) and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;

(iv)     fourth, to the payment of principal on the U.S. Loans (other than U.S. Swing Loans) and Canadian Loans (other than Canadian Swing Loans) on a ratable basis (in accordance with the outstanding principal amounts thereof), unpaid U.S. Reimbursement Obligations and Canadian Reimbursement Obligations on a ratable basis (in accordance with the outstanding principal amounts thereof), together with Cash Collateral for any outstanding U.S. L/C Obligations and Canadian L/C Obligations on a ratable basis pursuant to Section 7.4 (until the Administrative Agent is holding Cash Collateral equal to 103% of the then outstanding amount of all such L/C Obligations), Bank Product Liability, and Hedging Liability, the aggregate amount paid to, or held as collateral security for, the Lenders and, in the case of Hedging Liability, their Affiliates to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;

(v)     fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Borrowers and their Subsidiaries secured by the Collateral Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and

(vi)     sixth, to the Borrowers or whoever else may be lawfully entitled thereto.

Notwithstanding anything contained herein to the contrary, no proceeds of any Collateral or payment made under or in respect of any Guaranty received from any person who is not an “eligible contract participant” as defined in the Commodities Exchange Act shall be applied to the payment of any Hedging Liability, but appropriate adjustments shall be made with respect to payments from the Borrowers and the Guarantors to preserve the allocation to Hedging Liability otherwise set forth in this Section.

Section 2.9.    Voluntary Commitment Terminations . The Borrowers shall have the right at any time and from time to time, upon 3 Business Days prior written notice to the Administrative Agent (or such shorter period of time agreed to by the Administrative Agent), to terminate the Commitments in whole or in part, any partial termination to be (a) in an amount not less than U.S. $1,000,000 and (b) allocated ratably among the Lenders in proportion to their respective Percentages, provided that the U.S. Commitments may not be reduced to an amount less than the sum of the aggregate principal amount of U.S. Revolving Loans, U.S. Swing Loans and U.S. L/C Obligations then outstanding and the Canadian Commitments may not be reduced to an amount less than the sum of the aggregate principal amount of Canadian Revolving Loans, Canadian Swing Loans and Canadian L/C Obligations then outstanding. Any termination of the U.S. Commitments below the U.S. L/C Sublimit then in effect shall reduce the U.S. L/C Sublimit by a like amount. Any termination of the U.S. Commitments below the U.S. Swing Line Sublimit then in effect shall reduce the U.S. Swing Line Sublimit by a like amount. Any termination of the Canadian Commitments below the Canadian L/C Sublimit then in effect shall reduce the Canadian L/C Sublimit by a like amount. Any termination of the Canadian Commitments below the Canadian Swing Line Sublimit then in effect shall reduce the Canadian Swing Line Sublimit by a like amount. The Administrative Agent shall give prompt notice to each Lender of any such termination of the Commitments. Any termination of the Commitments pursuant to this Section 2.9 may not be reinstated.

Section 2.10.    Swing Loans .

(a)     Generally. Subject to the terms and conditions hereof, as part of the U.S. Revolving Credit, the Administrative Agent agrees to make loans (a) in U.S. Dollars to the Borrowers under the U.S. Swing Line (individually a “U.S. Swing Loan” and collectively the “U.S. Swing Loans” ) which shall not in the aggregate at any time outstanding exceed the U.S. Swing Line Sublimit and (b) in U.S. Dollars or Canadian Dollars to the Borrowers under the Canadian Swing Line (individually a “Canadian Swing Loan” and collectively the “Canadian Swing Loans” ; the Canadian Swing Loans, together with the U.S. Swing Loans, collectively, the “Swing Loans” ) with a U.S. Dollar Equivalent which shall not in the aggregate at any time outstanding exceed the Canadian Swing Line Sublimit; provided, however, (x) the sum of the aggregate principal amount of U.S. Revolving Loans, U.S. Swing Loans and U.S. L/C Obligations at any time outstanding shall

not exceed the sum of all U.S. Revolving Credit Commitments in effect at such time; and (y) the U.S. Dollar Equivalent of the sum of the aggregate principal amount of Canadian Revolving Loans, Canadian Swing Loans and Canadian L/C Obligations at any time outstanding shall not exceed the sum of all Canadian Revolving Credit Commitments in effect at such time. The Swing Loans may be availed of by the Borrowers from time to time and borrowings thereunder may be repaid and used again during the period ending on the Termination Date; provided that each Swing Loan matures and is due and payable on the last day of the Interest Period applicable thereto. Each Swing Loan advanced in U.S. Dollars shall be in a minimum amount of U.S. $250,000 or such greater amount which is an integral multiple of U.S. $100,000. Each Swing Loan advanced in Canadian Dollars shall be in a minimum amount of Cdn. $250,000 or such greater amount which is an integral multiple of Cdn. $100,000. Notwithstanding anything herein to the contrary, the Administrative Agent shall be under no obligation to make any Swing Loan if any Lender is at such time a Defaulting Lender hereunder unless the Borrowers or such Defaulting Lender has provided Cash Collateral in compliance with Section 4.5 sufficient to eliminate the Swing Line Lender’s risk with respect to such Defaulting Lender.

(b)     Interest on Swing Loans . Each Swing Loan advanced in U.S. Dollars shall bear interest in U. S. Dollars until maturity (whether by acceleration or otherwise) at a rate per annum equal to, at the option of the Borrowers, (i) the sum of the Base Rate plus the Applicable Margin for Base Rate Loans under the U.S. Revolving Credit or the Canadian Revolving Credit as from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed), or (ii) the Swing Loan Lender’s Quoted Rate therefore (computed on the basis of a year of 360 days for the actual number of days elapsed). Each Swing Loan advanced in Canadian Dollars shall bear interest in Canadian Dollars until maturity (whether by acceleration or otherwise) at a rate per annum equal to, at the option of the Borrowers, (i) the sum of the Canadian Prime Rate plus the Applicable Margin for Canadian Prime Rate Loans under the Canadian Revolving Credit as from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed), or (ii) the Swing Loan Lender’s Quoted Rate therefore (computed on the basis of a year of 360 days for the actual number of days elapsed). Interest on each Swing Loan shall be due and payable prior to such maturity on the last day of each Interest Period applicable thereto.

(c)     Requests for Swing Loans . The Borrowers’ Agent shall give the Swing Line Lender prior notice (which may be written or oral), no later than 1:00 p.m. (Cincinnati time) on the date upon which the Borrowers’ Agent requests that any Swing Loan be made, of the amount and date of such Swing Loan, the Interest Period requested therefore, and, with respect to Canadian Swing Loans, the requested currency of Canadian Dollars or U.S. Dollars. Within 30 minutes after receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrowers’ Agent at which the Swing Line Lender would be willing to make such Swing Loan

available to the Borrowers for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate” ). The Borrowers acknowledge and agree that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrowers do not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrowers’ Agent for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and any such Swing Loan advanced in U.S. Dollars shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans to the Base Rate as from time to time in effect, and any such Canadian Swing Loan advanced in Canadian Dollars shall bear interest at the rate per annum determined by adding the Applicable Margin for Canadian Prime Rate Loans to the Canadian Prime Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of any such Swing Loan advanced in U.S. Dollars shall be made available to the Borrowers on the date so requested at the offices of the Swing Line Lender in Cincinnati, Ohio, and the proceeds of such Canadian Swing Loan advanced in Canadian Dollars shall be made available to the Borrowers on the date so requested at the offices of the Swing Line Lender in Cincinnati, Ohio. Anything contained in the foregoing to the contrary notwithstanding (i) the obligation of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement, and (ii) the Swing Line Lender shall not be obligated to make more than one Swing Loan during any one day.

(d)     Refunding of Swing Loans . In its sole and absolute discretion, the Administrative Agent may at any time, at the direction of the Swing Line Lender, on behalf of the Borrowers, (which the Borrowers hereby irrevocably authorizes the Administrative Agent to act on their behalf for such purpose) and with notice to the Borrowers, request (i) each U.S. Lender to make a U.S. Revolving Loan in the form of a Base Rate Loan in an amount equal to such Lender’s U.S. Revolver Percentage of the amount of the U.S. Swing Loans outstanding on the date such notice is given, and (ii) each Canadian Lender to make a Canadian Revolving Loan in the form of (A) a Base Rate Loan in an amount equal to such Canadian Lender’s Canadian Revolver Percentage of the amount of the Canadian Swing Loans outstanding in U.S. Dollars on the date such notice is given and (B) a Canadian Prime Rate Loan in an amount equal to such Canadian Lender’s Canadian Revolver Percentage of the amount of the Canadian Swing Loans outstanding in Canadian Dollars on the date such notice is given. Unless an Event of Default described in Section 7.1(j) or 7.1(k) exists with respect to any Borrower, regardless of the existence of any other Event of Default, each Lender shall make the proceeds of its requested Revolving Loan available to the Administrative Agent, in immediately available funds, with respect to Swing Loans in U.S. Dollars or Canadian Dollars, at the Administrative Agent’s principal office in Cincinnati, Ohio before 12:00 Noon (Cincinnati time) two Business Days following the day such notice is given. The proceeds of such Borrowing of U.S. Revolving Loans shall be immediately applied to repay the outstanding U.S. Swing Loans, and the proceeds of such Borrowing of Canadian Revolving Loans shall be immediately applied to repay the outstanding Canadian Swing Loans

(e)     Participations . If any Lender refuses or otherwise fails to make a Revolving Loan when requested by the Administrative Agent pursuant to Section 2.10(d) above (because an Event of Default described in Section 7.1(j) or 7.1(k) exists with respect to the Borrowers or otherwise), such Lender will, by the time and in the manner such Revolving Loan was to have been funded to the Administrative Agent, purchase from the Administrative Agent an undivided participating interest in the outstanding Swing Loans in an amount equal to its Percentage of the aggregate principal amount of Swing Loans that were to have been repaid with such Revolving Loans; provided that the foregoing purchases shall be deemed made hereunder without any further action by such Lender or the Administrative Agent. Each Lender that so purchases a participation in a Swing Loan shall thereafter be entitled to receive its Percentage of each payment of principal received on the Swing Loan and of interest received thereon accruing from the date such Lender funded to the Administrative Agent its participation in such Loan. The several obligations of the Lenders under this Section shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to any set‑off, counterclaim or defense to payment which any Lender may have or have had against any Borrower, any other Lender or any other Person whatever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of the Commitment of any Lender, and each payment made by a Lender under this Section shall be made without any offset, abatement, withholding or reduction whatsoever.

(f)     Increases in the U.S. Swing Line Sublimit. The U.S. Swing Line Sublimit may be increased pursuant to Section 2.1(b).

Section 2.11.    Evidence of Indebtedness . (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b)    The Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Loan made hereunder, the type thereof and, with respect to Eurodollar Loans, Canadian CDOR Loans and Swing Loans, the Interest Period with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrowers and each Lender’s share thereof.

(c)    The entries maintained in the accounts maintained pursuant to Sections 2.11(a) and (b) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such

accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Obligations in accordance with their terms.

(d)    Any Lender may request that its Loans be evidenced by a promissory note or notes in the forms of Exhibit D‑1 (in the case of its U.S. Revolving Loans and referred to herein as a “U.S. Revolving Note” ), D-2 (in the case of its Canadian Revolving Loans and referred to herein as a “Canadian Revolving Note” ), D‑3 (in the case of its U.S. Swing Loans and referred to herein as a “U.S. Swing Note” ), or D-4 (in the case of its Canadian Swing Loans and referred to herein as a “Canadian Swing Note” ) as applicable. In such event, the Borrowers shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender in the amount of the relevant Commitment or Swing Line Sublimit, as applicable. Thereafter, the Loans evidenced by such Note or Notes and interest thereon shall at all times (including after any assignment pursuant to Section 10.9) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 10.9, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in subsections (a) and (b) above.

Section 2.12.    Fees .

(a)     Commitment Fee . The Borrowers shall pay to the Administrative Agent for the ratable account of the Lenders according to their Percentages a commitment fee at the rate per annum equal to the Applicable Margin (computed on the basis of a year of 360 days and the actual number of days elapsed) on the average daily Unused Commitments; provided however , that no commitment fee shall accrue to the Unused Commitment of a Defaulting Lender, or be payable for the benefit of such Lender, so long as such Lender shall be a Defaulting Lender. Such commitment fee shall be payable quarterly in arrears on the second Business Day of each January, April, July, and October in each year (commencing on the first such date occurring after the Restatement Effective Date) and on the Termination Date, unless the Commitments are terminated in whole on an earlier date, in which event the commitment fee for the period to the date of such termination in whole shall be paid on the date of such termination.

(b)     Letter of Credit Fees. On the date of issuance or extension, or increase in the amount, of any Letter of Credit pursuant to Section 2.2, the Borrowers shall pay to the relevant L/C Issuer for its own account a fronting fee equal to (i) 0.125% of the face amount of (or of the increase in the face amount of) such Letter of Credit with respect to Letters of Credit issued by Fifth Third Bank as an L/C Issuer and (ii) such amount as any Borrower and any other L/C Issuer hereunder agree with respect to Letters of Credit issued by such other L/C Issuer. Quarterly in arrears, on the second Business Day of each January, April, July, and October, commencing on the first such date occurring after the Restatement Effective Date, the Borrowers shall pay to the Administrative Agent,

for the ratable benefit of the Lenders according to their Percentages, a letter of credit fee at a rate per annum equal to the Applicable Margin (computed on the basis of a year of 360 days and the actual number of days elapsed) in effect during each day of such quarter applied to the daily average face amount of Letters of Credit outstanding during such quarter; provided that, while any Event of Default exists or after acceleration, such rate shall increase by 2% over the rate otherwise payable and such fee shall be paid on demand of the Administrative Agent at the request or with the consent of the Required Lenders; provided, however, that in the absence of acceleration, any rate increase pursuant to the foregoing proviso shall be made at the direction of the Administrative Agent, acting at the request or with the consent of the Required Lenders; provided further, that no letter of credit fee shall accrue to the Percentage of a Defaulting Lender, or be payable for the benefit of such Lender, so long as such Lender shall be a Defaulting Lender. In addition, the Borrowers shall pay to each L/C Issuer for its own account such L/C Issuer’s standard issuance, drawing, negotiation, amendment, transfer and other administrative fees for each Letter of Credit. Such standard fees referred to in the preceding sentence may be established by each L/C Issuer from time to time.

(c)     Administrative Agent and Other Fees . The Borrower shall pay to the Administrative Agent, for the benefit of the Lenders, the Arrangers and itself, as applicable, the fees agreed to between the Administrative Agent and the Borrowers’ Agent in that certain engagement letter dated June 29, 2018, or as otherwise agreed to in writing between the Borrowers’ Agent and the Administrative Agent.

Section 2.13.      Account Debit. The Borrowers hereby irrevocably authorize the Administrative Agent to charge any Borrower’s deposit accounts maintained with the Administrative Agent for the amounts from time to time necessary to pay any then due Obligations; provided that the Borrowers acknowledge and agree that the Administrative Agent shall not be under an obligation to do so and the Administrative Agent shall not incur any liability to the Borrowers or any other Person for the Administrative Agent’s failure to do so.

Section 2.14.      Designation of Additional Borrowers; Appointment of Borrowers’ Agent as Agent for the Borrowers. (a) Designation of Additional Borrowers . The Borrowers’ Agent may request that one or more additional Domestic Subsidiaries be designated as Borrowers, provided that, the addition of any other Domestic Subsidiary as a Borrower shall require the prior consent of each Lender and the Administrative Agent (each such Domestic Subsidiary consented to by the Lenders and the Administrative Agent as a Borrower hereunder, an “ Additional Borrower ”); provided further that, the addition of any other Domestic Subsidiary as a Borrower is subject to the Borrowers’ satisfaction of Section 3.2(aa) and (bb) with respect to such Domestic Subsidiary (with the reference in such clause to the Restatement Effective Date being in reference to the effective date of such Domestic Subsidiary becoming an Additional Borrower and the reference in such clause to each Borrower and each Guarantor being a reference to such Domestic Subsidiary). In the event

any such additional Domestic Subsidiary is requested to be an Additional Borrower and is approved as such by the Administrative Agent and the Lenders, the Borrowers’ Agent shall cause such Subsidiary to execute and deliver to the Administrative Agent an Additional Borrower Supplement in the form of Exhibit G‑1 or such other form reasonably acceptable to the Administrative Agent and the Borrowers (herein, an “Additional Borrower Supplement” ) pursuant to which such Domestic Subsidiary elects to become an Additional Borrower entitled to the benefits of, and be bound by the obligations of, a Borrower with respect to the Canadian Revolving Credit and the U.S. Revolving Credit, which Additional Borrower Supplement shall be accompanied by (each of the following to be duly completed and executed, and in form and substance acceptable to the Administrative Agent): (i) written supplements to the Collateral Documents pursuant to which such Additional Borrower becomes a party thereto granting the Administrative Agent a Lien on its Property called for hereby, (ii) to the extent requested by any Lender, new Notes in compliance with the provisions of Section 2.11(d), (iii) resolutions of the Board of Directors (or similar governing body) of such Additional Borrower authorizing the execution, delivery, and performance of its obligations under the Loan Documents to which it is becoming a party to, (iv) good standing certificates (or their equivalent) from the jurisdiction in which Additional Borrower is organized and each jurisdiction in which it is qualified to do business as a foreign organization, and (v) an opinion of counsel to the Additional Borrower covering the due organization, existence, and good standing of such Additional Borrower, the power and authority of such Additional Borrower to enter into and perform its obligations under the Loan Documents, the absence of any conflicts with its organizational documents, material agreements, and applicable law, the enforceability of the relevant Loan Documents upon such Additional Borrower, and such other matters substantially the same as required in connection with the opinions being delivered on the Restatement Effective Date as the Administrative Agent may reasonably require.

(b)     Appointment of Borrowers’ Agent as Agent for the Borrowers . Each Borrower hereby irrevocably appoints the Borrowers’ Agent as its agent hereunder to make requests on such Borrower’s behalf under Section 2 hereof for Borrowings, to request on such Borrower’s behalf Letters of Credit and to execute all Applications therefor, and to take any other action contemplated by the Loan Documents with respect to the credit extended hereunder to such Borrower.

Section 2.15.    Revaluation of Canadian Dollar Loans and Letters of Credit . (a) If any Canadian Revolving Loans or Canadian Swing Loans are outstanding in Canadian Dollars, or outstanding Canadian Letters of Credit are denominated in a Canadian Dollars, the Administrative Agent shall no less frequently than at intervals every three months after the date of Borrowing, issuance, increase, or extension, as applicable, (or more frequently as requested by Canadian Lenders holding a majority in interest of Canadian Revolving Loans, Canadian Swing Loans, Canadian L/C Obligations, and Unused Commitments relating to the Canadian Revolving Credit (provided that, such requests shall be no more frequent than once every 30 days)) of each outstanding Canadian

Revolving Loan, Canadian Swing Loan, and Canadian Letter of Credit calculate the U.S. Dollar Equivalent of such Loans and of Canadian L/C Obligations in respect of such Letters of Credit on the date of calculation and shall promptly thereafter notify the Borrowers, the Canadian Lenders, and the Canadian L/C Issuers of the recalculated U.S. Dollar Equivalent of each such Canadian Revolving Loan, Canadian Swing Loans, and Canadian L/C Obligations on such date.

(b)    The Borrowers shall, if requested by the Administrative Agent within three Business Days of any calculation under Section 2.15(a), ensure that within three Business Days after such request sufficient Canadian Revolving Loans or Canadian Swing Loans are paid or Canadian Letters of Credit Cash Collateralized to prevent the sum of the aggregate principal amount of the all Canadian Revolving Loans, Canadian Swing Loans, and Canadian L/C Obligations exceeding the Canadian Revolving Credit Commitments in effect at such time following any adjustment to the U.S. Dollar Equivalent under Section 2.15(a).

Section 2.16.    MIRE Events . Notwithstanding the foregoing, no increase, extension or renewal of the credit facility evidenced by this Agreement (including under Section 2.1(b)) may be closed until the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed). If any Lender has not informed the Administrative Agent and the Borrower’s Agent of any outstanding flood diligence requirements or that its flood diligence has not been completed by the date that is thirty (30) days after the date on which the Administrative Agent made available to the Lenders (which may be delivered electronically) the following documents with respect to each pledged real property: (i) a completed flood hazard determination from a third party vendor; (ii) for each real property located in a “special flood hazard area”, (A) a notification to the Borrowers’ Agent of that fact and (if applicable) notification to the Borrowers’ Agent that flood insurance coverage is not available and (B) evidence of the receipt by the Borrowers’ Agent of such notice; and (iii) if such notice is required to be provided to the Borrowers’ Agent and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, which shall be on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, the Federal Flood Disaster Protection Act and rules and regulations promulgated thereunder or as otherwise required by the Administrative Agent or any Lender, with respect to such real property, such Lender will be deemed to have completed its flood insurance due diligence and flood insurance compliance.

The obligation of each Lender to advance, continue or convert any Loan (other than the continuation of, or conversion into, a Base Rate Loan or a Canadian Prime Rate Loan) or of any L/

C Issuer to issue, extend the expiration date (including by not giving notice of non‑renewal) of or increase the amount of any Letter of Credit under this Agreement, shall be subject to satisfaction (or waiver) of the following conditions precedent:

Section 3.1.    All Credit Events . At the time of each Credit Event hereunder:

(a)    each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of said time, except to the extent the same expressly relate to an earlier date (and in such case shall be true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date);

(b)    no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Event;

(c)    after giving effect to any requested extension of credit, the aggregate principal amount of all Revolving Loans, Swing Loans and L/C Obligations under this Agreement shall not exceed the aggregate Commitments;

(d)    in the case of a Borrowing the Administrative Agent shall have received the notice required by Section 2.4, in the case of the issuance of any Letter of Credit the applicable L/C Issuer shall have received a duly completed Application together with any fees required to be paid at such time under Section 2.12, and, in the case of an extension or increase in the amount of a Letter of Credit, the applicable L/C Issuer shall have received a written request therefor in a form reasonably acceptable to such L/C Issuer together with fees required to be paid at such time under Section 2.12; and

(e)    such Credit Event shall not violate any Legal Requirement applicable to the Administrative Agent, any L/C Issuer, or any Lender (including Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that, any such Legal Requirement shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, in the case of an L/C Issuer, to issue or extend the expiration date of or increase the amount of any Letter of Credit hereunder.

Each request for a Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit shall be deemed to be a representation and warranty by the Borrowers on the date of such Credit Event as to the facts specified in subsections (a) through (d), both inclusive, of this Section; provided, however, that the

Lenders may continue to make advances under the U.S. Revolving Credit or Canadian Revolving Credit, in the sole discretion of the Lenders with Commitments, notwithstanding the failure of the Borrowers to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist. For the avoidance of doubt, no Lender shall be required to make any Loans in the event that any of the conditions set forth in this Section 3.1 are not satisfied.

Section 3.2.    Initial Credit Event.      Before or concurrently with the Restatement Effective Date:

(a)    the Administrative Agent shall have received (i) this Agreement duly executed by the Borrowers and the Lenders, (ii) supplements to the Deeds of Trust duly executed by the applicable Borrowers, (iii) the Security Agreement, Joinder and Reaffirmation, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the Borrowers, (iv) landlord waivers, patent, trademark and copyright collateral agreements, and deposit account control agreements, in each case to the extent requested by the Administrative Agent, and (v) a duly completed and executed Perfection Certificate;

(b)    the Administrative Agent shall have received for each Lender requesting a Note, such Lender’s duly executed Note of the Borrowers, dated the Restatement Effective Date and otherwise in compliance with the provisions of Section 2.11(d);

(c)    the Administrative Agent shall have received an amendment to the Limited Guaranty in form and substance acceptable to the Administrative Agent executed by the Limited Guarantor;

(d)    the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as additional insured, mortgagee and/or lenders loss payee, as applicable;

(e)    the Administrative Agent shall have received copies of each Borrower’s and each Guarantor’s, if any, Organization Documents, certified in each instance by its Secretary, Assistant Secretary, Chief Financial Officer or other officer acceptable to the Administrative Agent and, with respect to Organization Documents filed with a Governmental Authority, by the applicable Governmental Authority;

(f)    the Administrative Agent shall have received copies of resolutions of each Borrower’s and each Guarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents

to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on each Borrower’s and each Guarantor’s behalf, all certified in each instance by its Secretary, Assistant Secretary, Chief Financial Officer or other officer acceptable to the Administrative Agent;

(g)    the Administrative Agent shall have received copies of the certificates of good standing, or nearest equivalent in the relevant jurisdiction, for each Borrower and each Guarantor (dated no earlier than 30 days prior to the Restatement Effective Date) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization, as applicable;

(h)    the Administrative Agent shall have received for itself and for the Lenders the upfront fees then due and the other initial fees required by Section 2.12;

(i)    the Administrative Agent shall have received certification from the General Partner’s Chief Financial Officer on behalf of the Borrowers’ Agent or other officer of the Borrowers’ Agent acceptable to the Administrative Agent attesting to the Solvency of the Consolidated Group on a consolidated basis after giving effect to the initial Credit Event;

(j)    the Administrative Agent shall have received title searches on those fee owned parcels of real property of the Borrowers (other than the MLP) as set forth on Schedule 3.2(j) attached hereto, in form and substance acceptable to the Administrative Agent;

(k)    the Lenders shall have received (i) completed standard flood hazard determination forms from a third party vendor with respect to each parcel of real property constituting Collateral (or required to be added as Collateral as of the Restatement Effective Date) and (ii) if any such real property is located in a special flood hazard area, (x) evidence of notices to (and confirmations of receipt by) the applicable Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, the Federal Flood Disaster Protection Act and rules and regulations promulgated thereunder or as otherwise required by the Administrative Agent or any Lender, and the Administrative Agent and each Lender shall have completed flood insurance compliance with respect to such real property (as evidenced by the execution and delivery of this Agreement by each such Person);

(l)    the Administrative Agent shall have received a Deed of Trust encumbering the Big Spring Texas Property, acceptable in form and substance to the Administrative Agent, duly executed by the applicable Borrowers;

(m)    the Administrative Agent shall have received a mortgagee’s title insurance policy (or binding commitment therefore) in form and substance acceptable to the Administrative Agent in an aggregate amount equal to U.S. $165,656,000 insuring the Lien of the Deed of Trust for the Big Spring Texas Property to be a valid first priority Lien subject to no defects or objections that are acceptable to the Administrative Agent, together with such endorsements as the Administrative Agent may require;

(n)    the Administrative Agent shall have received a survey in form and substance acceptable to the Administrative Agent prepared by a licensed surveyor on each parcel of real property subject to the Lien of the Deed of Trust for the Big Spring Texas Property, and each such survey shall also state whether or not any portion of such real property is in a federally designated flood hazard area;

(o)    the Administrative Agent shall have received a flood determination report for the real property subject to the Lien of the Deed of Trust for the Big Spring Texas Property, prepared for the Administrative Agent by a flood determination company selected by the Administrative Agent stating whether or not any portion of each such property is in a federally designated flood hazard area, and, if any insurable improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance as may be required by applicable law;

(p)    no injunction, temporary restraining order or other legal action would prohibit the initial Credit Event, or other litigation which could reasonably be expected to have a Material Adverse Effect, shall be pending or, to the knowledge of the General Partner, and the Borrowers, threatened;

(q)    the Administrative Agent shall have received an updated projection model and such other evaluations and certifications as it may reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of the Consolidated Group, and the lack of material contingent liabilities of the Consolidated Group, including an executed compliance certificate in the form of Exhibit E attached hereto, it being acknowledged that the five year projection model delivered to the Administrative Agent on July 11, 2018, covenant compliance materials delivered to the Administrative Agent on August 16, 2018, pursuant to Section 6.1 of the Prior Credit Agreement are deemed to satisfy the requirements of this clause (q);

(r)    at all times on the Restatement Effective Date, the Borrowers shall have Unused Commitments of at least U.S. $100,000,000;

(s)    the Administrative Agent shall have received financing statement, tax and judgment lien search results against the Borrowers and their Properties, evidencing the absence of Liens against such Persons and their Properties, except for Permitted Liens;

(t)    DKL Transportation shall have caused the delivery to Lee Trans Services, Inc. of all certificates of title that must be delivered in order to perfect the Liens required by Section 4 of this Agreement;

(u)    the Administrative Agent shall have received a certificate signed by a Responsible Officer of the General Partner certifying (i) that the conditions specified in Section 3.1 have been satisfied, (ii) since December 31, 2017, there has been no material adverse change in the business, condition (financial or otherwise) operations, performance, or Properties of the Borrower or any of its Subsidiaries (iii) there is no injunction, temporary restraining order or other legal action that would prohibit the initial Credit Event, and (iv) at all times on the Restatement Effective Date, Holdings directly or indirectly owns legally and beneficially at least 51% of the limited partnership interests of the MLP;

(v)    the Administrative Agent shall have received certification that (i) the copies of all Material Agreements previously delivered to the Administrative Agent remain true, correct, and complete, and (ii) none of the material terms or conditions to closing of any party set forth in the Material Agreements shall have been amended, modified or supplemented except as disclosed to and approved by the Administrative Agent;

(w)    the Administrative Agent shall have received the favorable written opinion(s) of Bass Berry & Sims PLC, counsel to the Borrowers and the Guarantors, in form and substance reasonably satisfactory to the Administrative Agent, including a New York law opinion and a local Tennessee opinion;

(x)    the Administrative Agent shall have received favorable written opinions of local counsel to the Borrowers and the Guarantors in Texas, Tennessee, Louisiana, Oklahoma, and Arkansas in form and substance reasonably satisfactory to the Administrative Agent;

(y)    neither any Borrower nor any Subsidiary shall have obtained or attempted to obtain, place, arrange or renew any debt financing, except as permitted by Section 6.11, prior to the Restatement Effective Date and during the Administrative Agent’s syndication of the credit facilities made available to the Borrowers hereunder;

(z)    the Administrative Agent’s due diligence with respect to the Borrowers and their Subsidiaries shall be completed in a manner reasonably acceptable to the Administrative Agent;

(aa)    each Lender shall have received, sufficiently in advance of the Restatement Effective Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti‑money laundering rules and regulations, including the Patriot Act; and the Administrative Agent shall have received a fully executed IRS Form W‑9 (or its equivalent) for each Borrower and each Guarantor;

(bb)    the Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender, an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and

(cc)    the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request.

Section 4.1.    Collateral . The Obligations, Hedging Liability, and Bank Product Liability shall be secured by (a) valid, perfected, and enforceable Liens of the Administrative Agent on all right, title, and interest of each Borrower and each Guarantor, in all Ownership Interests held by such Person in each of its Subsidiaries and Permitted Joint Ventures, whether now owned or hereafter formed or acquired, and all proceeds thereof and (b) valid, perfected, and enforceable Liens of the Administrative Agent on all right, title, and interest of each Borrower and each Guarantor in all personal property, fixtures, and real estate, whether now owned or hereafter acquired or arising, and all proceeds thereof, other than, with respect to the foregoing clauses (a) and (b), Non-Collateral Assets; provided, however, that: (i) the Lien of the Administrative Agent on Property subject to a Capital Lease or conditional sale agreement or subject to a purchase money lien, in each instance to the extent permitted hereby, shall be subject to the rights of the lessor or lender thereunder, (ii) until a Default or Event of Default exists and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on local petty cash deposit accounts maintained by any Borrower and its Subsidiaries in proximity to their operations need not be perfected provided that the total amount on deposit at any one time not so perfected, exclusive of Non-Collateral Assets, shall not exceed U.S. $500,000 in the aggregate, and (iii) until a Default or

Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on vehicles which are subject to a certificate of title law need not be perfected provided that the total value of such property at any one time not so perfected shall not exceed U.S. $6,000,000 in the aggregate.

Section 4.2.      Liens on Real Property . (a) In the event that any Borrower or any Guarantor owns or hereafter acquires (a) a fee interest in any real property or (b) a leasehold interest in any real property deemed to be material by the Administrative Agent and, in either case, is required to grant a lien on such property pursuant to Section 4.1, such Borrower shall, or shall cause such Subsidiary to, (i) with respect to the property set forth at clause (a), execute and deliver to the Administrative Agent (or a security trustee therefor) and (ii) with respect to the property set forth at clause (b), use commercially reasonable best efforts to execute and deliver to the Administrative Agent (or a security trustee therefor), a mortgage or deed of trust acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such Borrower’s or such Subsidiary’s interest in such real property to secure the Obligations, Hedging Liability, and Bank Product Liability, shall pay all Taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage or deed of trust, and (other than with respect to any real property used solely in connection with the Pipeline and Transportation Systems) shall (i), if required by applicable Legal Requirements, supply to the Administrative Agent at such Borrower’s cost and expense a certification with regard to flood zone location (and, if necessary, evidence of flood insurance) and (ii), if required by the Administrative Agent in its sole discretion, supply to the Administrative Agent at such Borrower’s cost and expense a survey, environmental report, hazard insurance policy, and a mortgagee’s policy of title insurance from a title insurer acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Permitted Liens) on the applicable Borrower’s or Subsidiary’s interest in the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith.

(b)    Notwithstanding the foregoing, the Administrative Agent shall not enter into any mortgage or deed of trust in respect of any real property acquired by any Borrower or any Guarantor after the Restatement Effective Date until the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance in respect of such additional real property has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed). If any Lender has not informed the Administrative Agent and the Borrowers’ Agent of any outstanding flood diligence requirements or that its flood diligence has not been completed in respect of such additional real property by the date that is thirty (30) days after the date on which the Administrative Agent made available to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if

such real property is located in a “special flood hazard area”, (A) a notification to the Borrowers’ Agent of that fact and (if applicable) notification to the Borrowers’ Agent that flood insurance coverage is not available and (B) evidence of the receipt by the Borrowers’ Agent of such notice; and (iii) if such notice is required to be provided to the Borrowers’ Agent and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, which shall be on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, the Federal Flood Disaster Protection Act and rules and regulations promulgated thereunder or as otherwise required by the Agent or any Lender, with respect such real property, such Lender will be deemed to have completed its flood insurance due diligence and flood insurance compliance and to have consented to such mortgage or deed of trust.

Section 4.3.    Guaranties . The payment and performance of the Obligations, Hedging Liability, and Bank Product Liability of each Borrower shall at all times be jointly and severally guaranteed by each other Borrower and each direct and indirect Subsidiary (other than Excluded Subsidiaries) of the Borrowers that is itself not also a Borrower (each Borrower including, each Additional Borrower, and each such Subsidiary executing and delivering this Agreement as a Guarantor, if any, together with any Subsidiary hereafter executing and delivering an Additional Guarantor Supplement in the form called for by Section 11, a “Guarantor” and collectively, the “ Guarantors ”; provided, however , notwithstanding anything to the contrary herein or in any other Loan Document, Limited Guarantor shall not be deemed to be a “Guarantor” ) pursuant to one or more guaranty agreements in form and substance acceptable to the Administrative Agent (individually a “Guaranty” and collectively the “Guaranties” ; provided, however, notwithstanding anything to the contrary herein or in any other Loan Document, the Limited Guaranty shall not be deemed to be a “Guaranty” ).

Section 4.4.    Further Assurances . The Borrowers agree that they shall, and shall cause each Subsidiary to, from time to time at the request of the Administrative Agent or the Required Lenders, execute and deliver such documents and do such acts and things as the Administrative Agent or the Required Lenders may reasonably request in order to provide for or perfect or protect such Liens on the Collateral as required by this Section 4. In the event any Borrower or any Subsidiary forms or acquires any other Subsidiary after the Restatement Effective Date, such Borrower shall promptly upon such formation or acquisition cause such newly formed or acquired Subsidiary to execute a Guaranty and such Collateral Documents as the Administrative Agent may then require to comply with this Section 4 (at which time Schedule 5.10 shall be deemed to include a reference to such Subsidiary), and such Borrower shall also deliver to the Administrative Agent, or cause such Subsidiary to deliver to the Administrative Agent, at such Borrower’s cost and expense, such other instruments, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith.

Section 4.5.    Cash Collateral . Within one Business Day following the request of the Administrative Agent or any L/C Issuer, at any time required under this Agreement, including as required by Section 2.2(b), Section 2.7(b), Section 7.4 and Section 8.7, and at any time that there shall exist a Defaulting Lender, the Borrowers shall deliver Cash Collateral to the Administrative Agent in an amount sufficient to cover the amount required hereunder, and, in the event that a Defaulting Lender exists, in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 8.7(a)(iv) and any Cash Collateral provided by the Defaulting Lender, if applicable) with respect to such Defaulting Lender.

(a)     Grant of Security Interest . All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be held by the Administrative Agent in one or more separate collateral accounts (each such account, and the credit balances, properties, and any investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of the foregoing and all proceeds of and earnings on any of the foregoing being collectively called the “Collateral Account” ). The Collateral Account shall be held in the name of and subject to the exclusive dominion and control of the Administrative Agent for the benefit of the Administrative Agent, the Lenders, and the L/C Issuers. If and when requested by the Borrowers, the Administrative Agent shall invest funds held in the Collateral Account from time to time in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining maturity of one year or less, provided that the Administrative Agent is irrevocably authorized to sell investments held in the Collateral Account when and as required to make payments out of the Collateral Account for application to amounts due and owing from the Borrowers to any L/C Issuer, the Administrative Agent or the Lenders.

The Borrowers, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, and agrees to maintain, a first priority security interest (subject to Permitted Liens) in the Collateral Account, all as security for the obligations to which such Cash Collateral may be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided (other than Permitted Liens), or that the total amount of such Cash Collateral is less than required hereunder, including any applicable Fronting Exposure, the Borrowers or the relevant Lender, if applicable, will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(b)     Application . Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 4.5 or Section 2.2(b), Section 2.7(b), Section 7.4 or Section 8.7, or any other Section hereof in respect of Letters of Credit or Swing Loans, shall be held and applied to the satisfaction of the specific Reimbursement Obligations, Swing Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(c)     Release . (i) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure shall be released promptly following the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii), if such Cash Collateral (or the appropriate portion thereof) is not provided in connection with a Defaulting Lender, Cash Collateral (or the appropriate portion thereof) shall be released promptly after (A) the Borrowers shall have made payment of all such Obligations giving rise to the required Cash Collateral, (B) all relevant preference or other disgorgement periods relating to the receipt of such payments have passed, and (C) no Letters of Credit, Commitments, Loans or other Obligations remain outstanding hereunder, or (iii) Cash Collateral (or the appropriate portion thereof) shall be released promptly following the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, that (x) Cash Collateral furnished by or on behalf of the Borrowers shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 4.5 may be otherwise applied in accordance with Section 2.8), and (y) the Person providing Cash Collateral and the applicable L/C Issuer or Administrative Agent, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Obligations hereunder, including Fronting Exposure.

Each Borrower represents and warrants to each Lender, the Administrative Agent, and each L/C Issuer as follows:

Section 5.1.    Organization and Qualification     . Each Borrower and each Guarantor (a) is duly organized and validly existing under the laws of the jurisdiction of its organization, (b) is in good standing under the laws of the jurisdiction of its organization, (c) has the power and authority to own its property and to transact the business in which it is engaged and proposes to engage and (d) is duly qualified and in good standing in each jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification, except, in each case

of clauses (a), (b) (other than with respect to each Borrower where failure to maintain such good standing is not curable or results in the dissolution of such Borrower), (c) and (d), where the same could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.

Section 5.2.    Authority and Enforceability . Each Borrower has the power and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Borrower, and to perform all of its obligations hereunder, and under the other Loan Documents executed by it. Each Guarantor has the power and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Bank Product Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by each Borrower and by each Guarantor have been duly authorized by proper corporate and/or other organizational proceedings, executed, and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws effecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any Borrower or any Guarantor of any of the matters and things herein or therein provided for, (a) violate any provision of law or any judgment, injunction, order or decree binding upon any Borrower or any Guarantor or any provision of the Organization Documents of any Borrower or any Guarantor, (b) violate any covenant, indenture or agreement of or affecting any Borrower or any Guarantor or any of its Property, in each case where such violation, contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (c) result in the creation or imposition of any Lien on any Property of any Borrower or any Guarantor other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents (other than Permitted Liens).

Section 5.3.    Financial Reports . (a) The audited consolidated financial statements of the MLP dated December 31, 2017 fairly and adequately present the consolidated financial condition of the MLP at said date and the consolidated results of its operations and cash flows for the fiscal year then ended in conformity with GAAP applied on a consistent basis. As of any date after the Restatement Effective Date, the audited consolidated financial statements of the MLP most recently furnished to the Administrative Agent pursuant to Section 6.1, fairly and adequately present the consolidated financial condition of the MLP as at said dates and the consolidated results of their operations and cash flows for the periods then ended in conformity with GAAP applied on a

consistent basis. Neither any Borrower nor any Subsidiary has contingent liabilities or judgments, orders or injunctions against it that are material to it other than as indicated on such financial statements or, with respect to future periods, on the financial statements furnished pursuant to Section 6.1.

(b)    (i) The unaudited consolidated balance sheet of the Consolidated Group and the unaudited consolidated statements of income or operations of the Consolidated Group for the first fiscal quarter ending on June 30, 2018 and furnished to the Administrative Agent pursuant to Section 6.1 of the Prior Credit Agreement (x) were prepared in accordance with GAAP applied on a consistent basis throughout the period covered thereby, and (y) fairly present the financial condition of the Consolidated Group as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments.

Section 5.4.    No Material Adverse Change . Since December 31, 2017, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Section 5.5.    Litigation and Other Controversies . There is no litigation, arbitration or governmental proceeding (including before FERC or any equivalent state regulatory authority) pending or, to the knowledge of the General Partner, each Borrower and each Subsidiary, threatened against the General Partner, any Borrower or any Subsidiary that could reasonably be expected to have a Material Adverse Effect.