CREDIT AGREEMENT

Exhibit 10.1

EXECUTION COPY

CREDIT AGREEMENT

among

CHENIERE MARKETING, INC.,

as Borrower,

and

The Several Lenders

from Time-to-time Parties Hereto,

and

BNP PARIBAS,

as Administrative Agent

Dated as of September 14, 2007

TABLE OF CONTENTS

CREDIT AGREEMENT

CREDIT AGREEMENT, dated as of September 14, 2007, among CHENIERE MARKETING, INC. (the “ Borrower ”), the several banks and other financial institutions or entities from time-to-time parties to this Agreement, BNP PARIBAS, a bank organized under the Laws of the Republic of France (“ BNP Paribas ”), as administrative agent (together with any successor Administrative Agent appointed pursuant to Section 10.9, in such capacity the “ Administrative Agent ”).

RECITALS

WHEREAS, the Borrower desires that from time-to-time the Lenders (i) make advances to the Borrower for the purpose of, including, but not limited to, financing the carrying of accounts receivable, margin calls made by an Eligible Broker (as defined herein), the purchase of Eligible Inventory (as defined herein) and for certain daylight overdrafts further described herein, and (ii) issue standby and documentary letters of credit to facilitate and finance the purchase of Eligible Products (as defined herein) for resale, to secure transportation, to secure performance related obligations (including, but not limited to storage, pipeline capacity, and clearing broker requirements) of the Borrower or for swap transactions related to the Hedging of Eligible Products.

WHEREAS, the Lenders and the Administrative Agent agree to issue standby and documentary letters of credit and make advances on the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

SECTION 1. DEFINITIONS

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

“ Acceptable Investment Grade Credit Enhancement ”: (i) a letter of credit or (ii) a guarantee or other customary credit support, in each case, provided by any Person who is Investment Grade.

“ Account ”: as defined in Section 9-102 of the New York Uniform Commercial Code.

“ Account Control Agreements ”: as defined in the Security Agreement.

“ Account Debtor ”: a Person who is obligated to the Borrower under an Account of the Borrower.

“ Account Receivable ”: an Account or Payment Intangible of the Borrower.

“ Actual Knowledge ”: when applied to the Borrower, the actual knowledge of a Responsible Person of the Borrower; “ Actually Known ” or other similar terms shall have correlative meanings.

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

“ Affiliate ”: as to any Person, any other Person (other than a Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person (including, with its correlative meanings, “controlled by” and “under common control with”) means the power, directly or indirectly, either to (a) vote 30% or more of the securities having ordinary voting power for the election of directors of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

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

“ Aggregate Out-of-the-Money Forward Contract Amount ”: as of any date and for the Borrower, and assuming that each of the Forward Contracts to which the Borrower is a party were terminated on that date, the sum, to be an amount not less than zero, of (a) the aggregate of (i) Marked-to-Market Values of each of those Forward Contracts under which the Borrower would owe an amount to the Forward Contract Counterparty as a result of the termination of that Forward Contract, less (ii) the amount of cash and Cash Equivalents and amounts available to be drawn under letters of credit held by or for the account of the Forward Contract Counterparty as margin or collateral under all of the Forward Contracts between the Borrower and the Forward Contract Counterparty, minus (b) the Marked-to-Market Values of each of those Forward Contracts under which the Borrower would be entitled to receive an amount from the Forward Contract Counterparty as a result of the termination of that Forward Contract.

“ Agreement ”: this Credit Agreement, as amended, supplemented or otherwise modified from time-to-time.

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

“ Applicable Margin ”: on any date with respect to (x) Eurodollar Loans, a rate per annum equal to 1.50%, (y) Cost of Funds Loans, a rate per annum equal to 1.50% and (z) Base Rate Loans, a rate per annum equal to 0.00%.

“ Application ”: an application requesting an Issuing Lender to issue a Letter of Credit, such application in a form as the relevant Issuing Lender may reasonably specify from time-to-time consistent with applications requested by such Issuing Lender from other similarly-situated account parties.

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

“ Assignee ”: as defined in Section 11.6(c).

“ Assignment and Acceptance ”: as defined in Section 11.6(c).

“ Assignment of Claims Act ”: the Federal Assignment of Claims Act of 1940, as amended from time-to-time (31 U.S.C. §3727 et seq.) and any similar state or local laws, as the same now exist or

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may from time-to-time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations or interpretations related thereto.

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

“ Available Commitment ”: as to any Lender at any time, an amount equal to the excess, if any, of (i) the amount of such Lender’s Commitment at such time over (ii) such Lender’s Extensions of Credit outstanding at such time.

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

“ Base Rate ”: (a) for any day, the rate per annum (rounded upward, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Federal Funds Effective Rate in effect on such day plus  ¹ / 2 of 1% and (b) the Prime Rate in effect on such day. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of 12:01 a.m. (New York City time) on the day such change in the Prime Rate or the Federal Funds Effective Rate becomes effective, respectively.

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

“ Benefited Lender ”: as defined in Section 11.7.

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

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

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

“ Borrowing Base ”: on any date, solely with respect to the assets of the Borrower:

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

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

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

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

(v) 85% of Eligible Net Liquidity in Brokerage Accounts; plus

(vi) 85% of Eligible Hedged Inventory; plus

(vii) 80% of Eligible Letters of Credit Issued for Commodities Not Yet Received; plus

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

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(ix) 80% of Eligible Exchange Receivables; plus

(x) 80% of Eligible Unhedged Inventory; plus

(xi) 60% of Eligible Net Unrealized Forward Gains in respect of Eligible Forward Contracts having a tenor of one year or less; plus

(xii) 50% of Eligible Net Unrealized Forward Gains in respect of Eligible Forward Contracts having a tenor of more than one year but less than or equal to two years; less

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

(xiv) 100% of the Excise Taxes; less

(xv) 115% of the Swap Amounts due to Lenders; less

(xvi) 100% of the Overcollateralization Amount;

In no event shall any amounts described in categories (i) through (xvi) above which may fall into more than one of such categories be counted more than once when making the calculation under this definition. In calculating the Borrowing Base, the following adjustments shall be made:

(A) In no event shall that portion of the Borrowing Base described in clauses (iv) and (viii) above exceed the lesser of (a) $20,000,000 and (b) 20% of the aggregate Borrowing Base then in effect;

(B) If the net Marked-to-Market Value on a contract with a term of greater than twenty-four months or longer is a loss, then such loss must be applied as an offset or setoff to the same counterparty on all contracts associated with such counterparty with a term of less than twenty-four months; provided that, to the extent the Marked-to-Market Value is still negative after such offset or setoff, such loss must be netted against Accounts Receivable of such counterparty included in the Borrowing Base of the Borrower;

(C) The value of the Borrowing Base at any time shall be the value of the Borrowing Base as of the applicable Borrowing Base Date; and

(D) The maximum amount of aggregate exposure of the Borrower under an Eligible Account Receivable (including Eligible Unbilled Account Receivable), Eligible Exchange Receivable or Forward Contract to any counterparty thereof shall not exceed the applicable amount approved under the exposure limit guidelines set forth in the Risk Management Policy.

“ Borrowing Base Availability ”: at any time, an amount equal to the lesser of (A) the Borrowing Base at such time minus the Total Extensions of Credit at such time and (B) the Total Commitment minus the Total Extensions of Credit at such time.

“ Borrowing Base Date ”: with respect to the Borrower at any time, the most recent date on which the Administrative Agent has received either (i) a Borrowing Base Report delivered by the Borrower pursuant to Section 7.2(b), or (ii) an Availability Certification delivered by the Borrower pursuant to Section 6.2(e).

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“ Borrowing Base Report ”: a report certified by a Responsible Person of the Borrower, substantially in the form of Exhibit F, with appropriate insertions and schedules, showing the Borrowing Base of the Borrower, as of the date set forth therein and the basis on which it was calculated, together with the following supporting information:

(i) for Eligible Cash and Cash Equivalents and Eligible Net Liquidity in Brokerage Accounts, copies of summary account statements, to the extent available, issued by the bank, brokerage and futures accounts where such assets are held, as of the applicable Borrowing Base Date;

(ii) a schedule of each Eligible Tier 1 Accounts Receivable, Eligible Tier 2 Accounts Receivable, Eligible Unbilled Tier 1 Accounts Receivable and Eligible Unbilled Tier 2 Accounts Receivable, listing the amount, the counterparty, the time outstanding, if applicable, the contra account balance thereof and, if applicable, the marked-to-market net-off calculation, all margin monies received and/or paid and the details of any related letters of credit;

(iii) for Eligible Net Liquidity in Brokerage Accounts, statements of each commodities futures account, which such statements shall account for any (x) discounted face value of any U.S. Treasury Securities held in such account that are zero coupon securities issued by the United States of America and (y) any unearned interest on such U.S. Treasury Securities;

(iv) for Eligible Hedged Inventory and Eligible Unhedged Inventory, a schedule of (A) inventory locations and (B) Market Value and inventory volumes by location and type of Eligible Product, net of exchange payable offset, as well as a balancing reconciliation and copies of all documents, agreements, and receipts underlying the information delivered pursuant to this clause (iv), and a listing of all new inventory storage locations where Eligible Inventory has been located since the date of the most recent Borrowing Base Report;

(v) a schedule of Eligible Exchange Receivables, which shall present the net amount of Eligible Exchange Receivables for each counterparty, together with the contra account balance thereof;

(vi) for Eligible Letters of Credit Issued for Commodities Not Yet Received, (i) a calculation supporting the excess of the value of physical volume delivered versus the aggregate letter of credit issuance amount and (ii) a schedule listing each Letter of Credit giving rise to Eligible Letters of Credit Issued for Commodities Not Yet Received, together with the name of the applicant, the expiration date of the related letter of credit and the face value thereof (or, if applicable, the maximum value of such Letter of Credit after giving effect to any tolerance included therein, and the amount of such tolerance);

(vii) for Eligible Net Unrealized Forward Gains, a schedule of each Forward Contract included in the calculation thereof for each Forward Contract Counterparty, together with the Marked-to-Market value thereof with respect to such period;

(viii) a schedule of the First Purchaser Lien Amount, setting forth the holder of each First Purchaser Lien and the aggregate First Purchaser Lien Amount of such holder;

(ix) a schedule showing the Excise Tax liability report for the Borrower;

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(x) a schedule of each Commodity OTC Agreement listed by counterparty, together with the Marked-to-Market Value of such Commodity OTC Agreements;

(xi) a schedule of each Financial OTC Agreement listed by counterparty, together with the Marked-to-Market Value of each Financial OTC Agreement;

(xii) for the Overcollateralization Amounts, a schedule listing by counterparty of the amount and type of cash collateral posted by such counterparty, and the application of such cash collateral to Accounts Receivables and Exchange Receivables of the Borrower; and

(xiii) a summary report showing the total amount outstanding under each type of Extension of Credit.

“ Borrowing Date ”: any Business Day specified (i) in a notice pursuant to Section 2.3 as a date on which a Revolving Credit Loan (including a Daily Overdraft Loan) requested by the Borrower is to be made or (ii) in a Letter of Credit Request pursuant to Section 3.1 as a date on which a Letter of Credit requested by the Borrower is to be issued or renewed.

“ Borrowing Notice ”: as defined in Section 2.3(a).

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

“ Business Day ”: a day other than a Saturday, Sunday or other day on which commercial banks in New York City or Houston, Texas are authorized or required by Law to close; provided that, with respect to all notices and determinations in connection with, and payments of principal and interest on Eurodollar Loans, the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits in United States Dollars in the London interbank market.

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

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

“ Cash Collateral ”: with respect to any Letter of Credit, the issuance of a clean letter of credit in form and substance satisfactory to the Administrative Agent by an internationally recognized bank satisfactory to the Administrative Agent or cash denominated in United States Dollars that has been transferred to the Collateral Trustee for the ratable benefit of the Lenders to secure repayment of such Letters of Credit.

“ Cash Collateralize ”: to pledge and deposit with or deliver to the Collateral Trustee, for the benefit of the Administrative Agent, the Issuing Lenders, the Lenders and Crest, Cash Collateral as collateral for the Obligations and the Crest Obligations pursuant to documentation substantially in the form of Exhibit J or such other substantially similar form reasonably satisfactory to the Collateral Trustee.

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“ Cash Equivalents ”: (a) securities with maturities of twelve (12) months or less from the date of acquisition or acceptance which are issued or fully guaranteed or insured by the United States or Canada, or any agency or instrumentality thereof, (b) bankers’ acceptances, certificates of deposit and eurodollar time deposits with maturities of twelve (12) months or less from the date of acquisition and overnight bank deposits, in each case, of any Lender or of any international or national commercial bank with commercial paper rated, on the day of such purchase, at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s, (c) commercial paper, variable rate or auction rate securities, or any other short-term, liquid investment having ratings, on the date of purchase, of at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s and that matures or resets not more than twelve (12) months after the date of acquisition, (d) obligations of any U.S. state or Canadian province or a division, public instrumentality or taxing authority thereof, having on the date of purchase a rating of at least AAA or the equivalent thereof by S&P or at least Aaa or the equivalent thereof by Moody’s, (e) fully collateralized repurchase agreements with a term of not greater than seven (7) days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (b) above, and (f) investments in money market funds, mutual funds or other pooled investment vehicles a majority of whose assets of which are comprised of securities of the types described in clauses (a), (b), (c), (d) or (e) above or that is otherwise reasonably acceptable to the Administrative Agent.

“ Change of Control ”: the Parent shall cease to hold directly or indirectly 70% of the Borrower’s issued and outstanding capital stock or such lesser percentage as may be agreed by the Administrative Agent; provided that, such foregoing percentage may not be less than 51% without the prior written consent of the Required Lenders.

“ Closing Date ”: the date on which the conditions precedent set forth in Section 6.1 shall be satisfied or waived.

“ Code ”: the Internal Revenue Code of 1986, as amended from time-to-time.

“ Collateral ”: all property and interests in property of the Borrower, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“ Collateral Trust Agreement ”: the collateral trust agreement dated as of the date hereof , substantially in the form of Exhibit G, between the Borrower and BNP Paribas, as collateral trustee.

“ Collateral Trustee ”: as defined in the Collateral Trust Agreement.

“ Commitment ”: at any date, as to any Lender, the obligation of such Lender to make Revolving Credit Loans to the Borrower pursuant to Section 2.1 and to participate in Daily Overdraft Loans and Letters of Credit in an aggregate principal and/or face amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.0 under the caption “ Commitment ” or, as the case may be, in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as such amount may be changed from time-to-time in accordance with the terms of this Agreement. The original aggregate amount of the Commitment is $100,000,000.

“ Commitment Fee Rate ”: for any day, a rate per annum equal to 0.375%.

“ Commitment Percentage ”: as to any Lender at any time, the percentage which such Lender’s Commitment then constitutes of the Total Commitment (or, at any time after the Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Extensions of Credit at that time constitutes of the Total Extensions of Credit at such time).

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

“ Commodity Account ”: as defined in Section 9-102 of the New York Uniform Commercial Code.

“ Commodity Contract ”: (a) a contract for the purchase, sale, transfer or exchange of any physical Eligible Products or (b) any Commodity OTC Agreement.

“ Commodity OTC Agreement ”: (i) any swaps, options, collars, caps, or floor transactions, in each case based on Eligible Products and (ii) any other similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing.

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

“ Conduit Lender ”: any special purpose corporation organized and administered by any Lender (or an affiliate of such Lender) for the purpose of making Revolving Credit Loans required to be made by such Lender or of funding such Lender’s participation in any unpaid Reimbursement Obligation and designated as its Conduit Lender by such Lender in a written instrument; provided , that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Revolving Credit Loan or a participation in any unpaid Reimbursement Obligation under this Agreement if, for any reason, its Conduit Lender fails to fund any such Revolving Credit Loan or participation in any unpaid Reimbursement Obligation, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender; provided , further , that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 4.11, 4.12, 4.13 or 11.5 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.

“ Confidential Information ”: as defined in Section 11.15(a).

“ Consolidated Current Assets ”: at any time, all assets of the Borrower and its Subsidiaries that, in accordance with GAAP, would be classified as current assets on a consolidated balance sheet of the Borrower and its Subsidiaries.

“ Consolidated Current Liabilities ”: at any time, all liabilities of the Borrower and its Subsidiaries that, in accordance with GAAP, would be classified as current liabilities on a consolidated balance sheet of the Borrower and its Subsidiaries (excluding eleven-twelfths of the current portion of any intercompany Financing Leases); provided that, all Loans outstanding hereunder from time-to-time shall be deemed to be Consolidated Current Liabilities.

“ Consolidated Total Liabilities ”: at any time, all liabilities of the Borrower and its Subsidiaries that, in accordance with GAAP, would be included in determining total liabilities on a consolidated balance sheet of the Borrower and its Subsidiaries, excluding intercompany Financing Leases and Subordinated Indebtedness.

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

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

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

“ Cost of Funds ”: the rate quoted by the Administrative Agent in New York, New York to the Borrower at or about the time of the making of any Revolving Credit Loan as the cost of funds of the Administrative Agent (as determined by the Administrative Agent in the Administrative Agent’s sole discretion) for the interest period applicable to such Revolving Credit Loan.

“ Cost of Funds Loan ”: Revolving Credit Loans the rate of interest of which is based upon the Cost of Funds.

“ Credit Utilization Summary ”: as defined in Section 4.16.

“ Crest ”: Crest Investment Company, a Texas corporation.

“ Crest Assumption Agreement ”: the Assignment and Assumption of Assumed Liabilities dated as of February 23, 2003 among the Parent, Cheniere LNG, Inc., Freeport LNG Terminal LLC and Freeport LNG Development, L.P.

“ Crest Cheniere Indemnity ”: the Indemnification Agreement, dated as of May 9, 2005, executed by the Parent relating to the Crest Settlement Agreement.

“ Crest Contribution Agreement ”: the Contribution Agreement dated as of August 26, 2002, among the Parent, Cheniere LNG, Inc., Freeport LNG Investments, LLC, Freeport LNG-GP, Inc., Freeport LNG Terminal, LLC.

“ Crest Obligations ”: all obligations of the Borrower in favor of Crest under the Crest Settlement Agreement.

“ Crest Permitted Lien ”: the security interest granted by the Borrower to the Collateral Trustee for the benefit of Crest pursuant to the Crest Settlement Agreement to secure the Crest Obligations, subject to the terms of the Collateral Trust Agreement.

“ Crest Remedy Instruction ”: as defined in the Collateral Trust Agreement.

“ Crest Settlement Agreement ”: that certain Settlement and Purchase Agreement, dated as of June 14, 2001, among the Parent, CXY Corporation, Crest, Crest Energy, L.L.C. and Freeport LNG Terminal, LLC.

“ Crest Settlement Documents ”: (a) the Crest Settlement Agreement, (b) the Crest Assumption Agreement, (c) the Crest Cheniere Indemnity, (d) the Crest Contribution Agreement, and all

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other agreements and documents heretofore or hereafter entered into by a Subsidiary of the Parent pursuant to Section 1.07 of the Crest Settlement Agreement.

“ Daily Overdraft Commitment ”: at any date, the obligation of the Daily Overdraft Lender to make Daily Overdraft Loans to the Borrower pursuant to Section 2.2 in an aggregate principal amount at any one time outstanding not to exceed $20,000,000.

“ Daily Overdraft Lender ”: BNP Paribas.

“ Daily Overdraft Loan ”: as defined in Section 2.2.

“ Daily Overdraft Participation Amount ”: as defined in Section 2.4(b).

“ Default ”: any of the events specified in Section 9, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

“ Deposit Account ”: as defined in Section 9-102 of the New York Uniform Commercial Code.

“ Disclosing Party ”: as defined in Section 11.15(b).

“ Domestic ”: with respect to a Person, that such Person is incorporated or otherwise organized or existing under the Laws of the United States or any political subdivision thereof.

“ Eligible Account Receivable ”: an Account Receivable as to which the following requirements have been fulfilled:

(a) such Account Receivable relates either to a Commodity Contract or to a Financial OTC Agreement that results in an Eligible Tier 1 Account Receivable or an Eligible Tier 2 Account Receivable;

(b) the Borrower has lawful and absolute title to such Account Receivable subject only to Permitted Borrowing Base Liens and the Crest Permitted Lien; provided that, the amount of the Eligible Account Receivable, if any, included in the Borrowing Base, shall be net of the aggregate amount subject to such Permitted Borrowing Base Lien (except Liens in favor of the Collateral Trustee under the Loan Documents, including the Crest Permitted Lien);

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

(d) the amount of such Account Receivable included as an Eligible Account Receivable shall have been reduced by any portion that is, or which the Borrower has a reasonable basis to believe may be, subject to any dispute, offset, counterclaim or other claim or defense on the part of the account debtor (including offset relating to the Aggregate Out-of-the-Money Forward Contract Amount, trade payables, accrued liabilities, net exchange payables and marked to market losses) or to any claim on the part of the account debtor denying payment liability under such Account Receivable; provided , however , that in the event that the amount that is subject to any such dispute, counterclaim or other claim or defense is secured with cash margin or Acceptable Investment Grade Credit Enhancement, such portion secured by the cash margin or Acceptable Investment Grade Credit Enhancement will not be excluded from eligibility so long as the Borrower determines it is has a reasonable likelihood of success in such dispute, counterclaim or other claim or defense;

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(e) such Account Receivable is not evidenced by any chattel paper, promissory note or other instrument unless such chattel paper, promissory note or other instrument is subject to a Perfected First Lien and delivered to the Collateral Trustee;

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

(g) such Account Receivable has been invoiced (if the issuance of such an invoice is a condition precedent to the Account Debtor’s obligation to pay) or payment of the Account Receivable is otherwise due and payable; provided that, such Account Receivable shall qualify as an Eligible Account Receivable only (i) if such Account Receivable arises from the sale of Eligible Products under a physical Commodity Contract, not more than ten (10) Business Days have elapsed after the due date specified in the original invoice; (ii) if such Account Receivable arises from a Financial OTC Agreement, not more than ten (10) Business Day have elapsed after the date on which the payment of the Account Receivable is required to be paid under the terms of such Financial OTC Agreement; and (iii) for any other Account Receivable not covered by clauses (i) and (ii), not more than thirty (30) days have elapsed after the due date specified in the original invoice; provided further , that, an Account Receivable for which the issuance of an invoice is a condition precedent to the Account Debtor’s obligation to pay, but for which an invoice was not issued on or before the date as of which the Borrowing Base Report is prepared, shall be an Eligible Account Receivable if the Borrower provides evidence reasonably satisfactory to the Administrative Agent that such invoice has been issued before such Borrowing Base Date;

(h) such Account Receivable complies with all applicable laws and regulations to which the Borrower is subject;

(i) such Account Receivable is reduced by any prepayment or cash margin deposit;

(j) if the Account Debtor of such Account Receivable is a debtor under Chapter 11 of the United States Bankruptcy Code (a “ Chapter 11 Debtor ”), such Account Receivable arose after the commencement of the bankruptcy case (the “ Petition Date ”) of such account debtor;

(k) at the time of the sale giving rise to such Account Receivable, the Account Debtor is not in contractual default on any other obligations to the Borrower (other than any amounts subject to a good faith dispute under the applicable contract and any Account Debtor that is a Chapter 11 Debtor solely with respect to contractual defaults that occurred prior to the Petition Date of such Account Debtor), and the Borrower has no other reason to anticipate that any such prior Indebtedness or newly arising Indebtedness of such Account Debtor will not be paid when due;

(l) the Account Debtor of such Account Receivable shall not be a Governmental Authority unless all actions required under the United States Assignment of Claims Act or any other applicable Assignment of Claims Act, if any, applicable to such Account Receivable and such Governmental Authority shall have been taken to approve and permit the assignment of rights to payment thereunder or thereon to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Lenders, under the Security Documents;

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(m) if the Account Debtor of such Account Receivable is an Affiliate of the Borrower or is incorporated in, or primarily conducting business in, any jurisdiction outside of the United States, such Account Debtor is approved by the Administrative Agent in its sole discretion; and

(n) such Account Receivable is not otherwise determined by the Administrative Agent, in its reasonable judgment, to be ineligible.

“ Eligible Borrowing Base Assets ”: all assets that qualify for inclusion in the Borrowing Base.

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

“ Eligible Cash and Cash Equivalents ”: currency consisting of United States Dollars or Cash Equivalents, in each case, which (i) have been deposited with the Administrative Agent or in a Deposit Account or Securities Account maintained with a financial institution reasonably satisfactory to the Administrative Agent, and in each case subject to an Account Control Agreement among the Borrower, the Administrative Agent and the financial institution maintaining such Deposit Account and/or Securities Account, (ii) is subject to a Perfected First Lien (subject to the Crest Permitted Lien) and (iii) is subject to no other Liens other than liens in favor of such financial institution to secure ordinary fees and expenses relating to such Deposit Account or Security Account and debits to such Deposit Account or Security Account for returned checks which have been previously credited to such Deposit Account or Security Account and as to which the proceeds have been paid to the Administrative Agent.

“ Eligible Exchange Receivable ”: all enforceable rights of the Borrower to receive Eligible Products in exchange for the sale or trade of Eligible Products previously delivered or to be delivered to the exchange debtor by the Borrower which (a) are evidenced by a written agreement enforceable against the exchange debtor thereof, (b) are current pursuant to the terms of the original written agreement or original invoice, (c) are subject to a Perfected First Lien and not subject to any other Lien other than Permitted Borrowing Base Liens and the Crest Permitted Lien, (d) are not subject to any dispute between the exchange debtor or any other party and the Borrower, or if subject to any dispute, excluding any portion that is or may be subject to any dispute, offset, counterclaim or other claim or defense on the part of the exchange debtor (including forward offset relating to such dispute or counterclaim, trade payables, accrued liabilities, net exchange payables, and marked-to-market losses) or to any claim on the part of the exchange debtor denying payment under such agreement; provided , however , that in the event that the amount that is subject to any such dispute, counterclaim or other claim or defense is secured by Acceptable Investment Grade Credit Enhancement, such amount secured by such Acceptable Investment Grade Credit Enhancement shall not be subject to such exclusion so long as the Borrower determines it has a reasonable likelihood of success in such dispute, counterclaim or other claim or defense, (e) are valued at an independent valuation reasonably acceptable to the Administrative Agent and the Borrower and (f) are contracts by exchanges created in accordance with the Risk Management Policy with an Eligible Tier 1 or Eligible Tier 2 Counterparty.

“ Eligible Forward Contract ”: a Forward Contract of the Borrower with a Tier 1 Counterparty or a Tier 2 Counterparty which (a) conforms to the Risk Management Policy, (b) is evidenced by a written agreement or a trade confirmation enforceable against the Tier 1 Counterparty or Tier 2 Counterparty thereto, (c) is subject to a Perfected First Lien, subject only to Permitted Borrowing Base Liens and the Crest Permitted Lien, (d) has not been terminated and is not subject to termination by reason of a default or any other termination event thereunder and (e) the Forward Contract Counterparty thereto is not a Governmental Authority unless all actions required under the United States Assignment of Claims Act or any other applicable Assignment of Claims Act, if any, applicable to such Forward

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Contract and such Governmental Authority shall have been taken to approve and permit the assignment of rights to payment thereunder or thereon to the Collateral Trustee, for the ratable benefit of the Administrative Agent and the Lenders, under the Security Documents.

“ Eligible Hedged Inventory ”: the Market Value of Eligible Inventory which has been Hedged.

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

(a) the inventory is owned by the Borrower free and clear of all Liens other than Perfected First Liens, Permitted Borrowing Base Liens or the Crest Permitted Lien and is reduced by the Market Value of any net volumetric balance owed by the Borrower to a counterparty with whom the Borrower holds title to the inventory;

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

(c) the inventory is in storage on the property of the Borrower, is in transit under the control and ownership of the Borrower or is in a pipeline or in the hands of a third party carrier or is in a storage facility that has been notified of, and has been requested to acknowledge, the Perfected First Liens therein or its substantial equivalent under applicable law substantially in the form of Annex 2 to the Security Agreement;

(d) the inventory is subject to a Perfected First Lien, subject to Permitted Borrowing Base Liens and the Crest Permitted Lien; and

(e) the inventory has not otherwise been determined, in the sole discretion of the Administrative Agent, to be ineligible.

“ Eligible Letters of Credit Issued for Commodities Not Yet Received ”: the aggregate maximum amount of Letters of Credit related to the physical purchase of Eligible Products minus any amounts drawn under such Letters of Credit minus any other liabilities then existing which may be satisfied by such Letters of Credit for the purchase of the Eligible Products for which title has passed to the Borrower as of the Borrowing Base Date.

“ Eligible Net Liquidity in Brokerage Accounts ”: on any date, the amount of “net liquidating value” in any commodities futures account of the Borrower maintained with a reputable broker reasonably acceptable to the Administrative Agent (the “ Eligible Broker ”), to the extent not included in Eligible Net Unrealized Forward Gains, which is subject to (i) a Perfected First Lien, subject only to Permitted Borrowing Base Liens, the Crest Permitted Lien and any customary lien of such Eligible Broker in connection with any indebtedness of the Borrower to such Eligible Broker solely with respect to such account (including, but not limited to, any right of the Eligible Broker to close out open positions of the Borrower without prior demand for additional margin and without prior notice) (such amounts in a commodities futures account subject to the liens and close-out rights set forth in this clause (i), the “ Brokerage Account Deducts ”), and (ii) an Account Control Agreement among the Collateral Trustee, the Borrower and the Eligible Broker with which such account is maintained. Eligible Net Liquidity in Brokerage Accounts shall include any discounted face value of any U.S. Treasury Securities held in such account that are zero coupon securities issued by the United States of America minus any

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unearned interest on such U.S. Treasury Securities; provided that, the maturity date thereof is within six months of the relevant Borrowing Base Date; provided further that, the Eligible Net Liquidity in Brokerage Accounts as calculated pursuant to this definition shall not include any Brokerage Account Deducts.

“ Eligible Net Unrealized Forward Gains ”: at any time, the lesser of (but never less than $0):

(a) the Aggregate Eligible In the Money Forward Contract Amount at such time minus the absolute value of the Aggregate Eligible Out of the Money Forward Contract Amount at such time, and

(b) the Aggregate Eligible In the Money Forward Contract Amount at such time minus the absolute value of the Aggregate Eligible Out of the Money Forward Contract Amount at such time, in each case, for obligations required to be settled by their terms during the twenty-four (24) month period commencing on such date.

For purposes of this definition:

(a) the term “ Aggregate Eligible In the Money Forward Contracts Amount ” means the aggregate Marked-to-Market Value of all Eligible Forward Contracts of the Borrower with a positive value, net of (i) margin consisting of cash and Cash Equivalents held by the Borrower from any Forward Contract Counterparties thereof and (ii) any claim of offset or other counterclaim Actually Known to the Borrower to have been asserted in respect of those Eligible Forward Contracts by any Forward Contract Counterparties of such Eligible Forward Contracts, which are reasonably expected to be deducted from payment; and

(b) the term “ Aggregate Eligible Out of the Money Forward Contracts Amount ” means the aggregate Marked-to-Market Value of all Eligible Forward Contracts of the Borrower with a negative value, net of margin for those Eligible Forward Contracts consisting of cash and Cash Equivalents posted by the Borrower with any Forward Contract Counterparties thereof.

“ Eligible Products ”: natural gas or, with the consent of the Required Lenders, any other energy commodities that are of the type which are purchased, sold or otherwise traded in physical, futures, forward or over-the-counter markets.

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

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

“ Eligible Unbilled Account Receivable ”: each Account Receivable of the Borrower which would be an Eligible Account Receivable but for the fact that such Account Receivable has not actually been invoiced prior to the time of the next required delivery of the Borrowing Base Report pursuant to Section 7.2(b) or the next delivery of an Availability Certification pursuant to Section 6.2(e).

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

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

“ Eligible Unhedged Inventory ”: the Market Value of Eligible Inventory which has not been Hedged.

“ Employee Benefit Plans ”: any benefit plan or arrangements in respect of any employees or past employees operated by the Borrower or in which the Borrower participates and which provides benefits on retirement, ill-health or injury, death or voluntary withdrawal from or involuntary termination of employment, including, without limitation, termination indemnity payments, life insurance arrangements and post retirement medical benefit.

“ Environmental Laws ”: any and all international, European Union, national, federal, state, provincial or local statutes, orders, regulations or other Law or subordinate legislation or common law or guidance notes or regulatory codes of practice, guidelines, circulars and equivalent controls having the force of law including judicial interpretation of any of the foregoing concerning the environment or health and safety (including without limitation regulating, relating to or imposing liability on standards of conduct concerning Materials of Environmental Concern) which are in existence now or in the future and are binding at any time on the Borrower in the relevant jurisdiction in which the Borrower has been or is operating (including by the export of its products or its waste to that jurisdiction).

“ Environmental Permits ”: any permit, license, consent, approval and other authorization and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of the Borrower conducted on or from the properties owned or used by the Borrower.

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

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

“ Eurodollar Base Rate ”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Reuters Reference LIBOR 01 (or any successor page) at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period. In the event that such rate does not appear on Reuters Reference LIBOR 01 (or otherwise on such screen), the “Eurodollar Base Rate” shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits at or about 11:00 A.M. (New York City time), two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of its Eurodollar Loan to be outstanding during such Interest Period.

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

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

“ Event of Default ”: any of the events specified in Section 9 for which any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

“ Exchange Receivable ”: any right to receive consideration that would be an Account but for the fact that the consideration to be received by the Borrower consists of the delivery of any Eligible Product.

“ Excise Taxes ”: any amounts which are due and owing to any Governmental Authority with respect to the sale of products (excluding franchise taxes, taxes on net income or capital).

“ Excluded Subsidiary ”: any Subsidiary of the Borrower which either (i) in the reasonable judgment of the Borrower, has assets of deminimus value and no independent operations or (ii) has been created by the Borrower or any of its Subsidiaries solely for the purpose of purchasing, transporting or marketing of products other than Eligible Products.

“ Excluded Taxes ”: in the case of the Administrative Agent, any Lender, any Issuing Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, Taxes that are imposed on its overall net income (and franchise taxes imposed in lieu thereof and branch profits taxes) by the jurisdiction under the laws of which such Lender is organized or of its applicable lending office, or any political subdivision thereof, unless such Taxes are imposed as a result of such Lender having executed, delivered or performed its obligations or received payments under, or enforced, this Agreement or any of the other Loan Documents (in which case such Taxes will be treated as Non-Excluded Taxes).

“ Extensions of Credit ”: at any date, as to any Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding plus (b) the amount of such Lender’s participation, to the extent of its Commitment Percentage of the L/C Obligations then outstanding.

“ Federal Funds Effective Rate ”: for any day, the weighted average of the interest rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“ Fee Letter ”: the fee letter dated as of September 14, 2007 between BNP Paribas and the Borrower.

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

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

“ Financial OTC Agreement ”: any currency swap, cross-currency rate swap, currency option, interest rate option, interest rate swap, cap or collar agreement or similar arrangement or any other similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing including, without limitation, any derivative relating to interest rate or currency rate risk, in each case which is related to a transaction related to Eligible Products.

“ Financing Lease ”: any lease of property, real or personal, the obligations of the lessee in respect of which are required in accordance with GAAP to be capitalized on a balance sheet of the lessee.

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

“ First Purchaser Lien Amount ”: in respect of any property of the Borrower subject to a First Purchaser Lien, the aggregate amount of the obligations giving rise to such First Purchaser Lien, less any portion of such obligations that are secured or supported by Acceptable Investment Grade Credit Enhancement.

“ Fiscal Year ”: the fiscal year of the Borrower, which consists of a twelve (12) month period ending on each December 31.

“ Forward Contract ”: a Commodity Contract with a delivery date more than two (2) days after the contract is entered into.

“ Forward Contract Counterparty ”: any counterparty to a Forward Contract of the Borrower.

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

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

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

“ Governmental Authority ”: any nation or government, any state, provincial or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“ Guarantee Obligation ”: as to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit) to induce the creation of an obligation for which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of a

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third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The terms “Guarantee” and “Guaranteed” used as a verb shall have a correlative meaning. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith. Guaranteed Obligation shall not include any performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrower or in connection with judgments that do not result in a Default or an Event of Default.

“ Hedged ”: in relation to Eligible Inventory, the purchase or sale price of which has been materially hedged as evidenced by a position report in form and substance reasonably similar to Exhibit K (a “ Position Report ”) or, if not in the Position Report, as otherwise reasonably acceptable to the Administrative Agent through one or a combination of Commodity Contracts or Futures Contracts entered into or held in accordance with the Risk Management Policy for the corresponding volume of physical Eligible Product held in Eligible Inventory; provided that, such Commodity Contracts or Futures Contracts and all amounts due or to become due to the Borrower under or in respect of such Commodity Contracts or Futures Contracts are subject to a Perfected First Lien.

“ Indebtedness ”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money (whether by loan or the issuance and sale of debt securities) or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of such Person under Financing Leases or Synthetic Leases, (d) all obligations of such Person in respect of letters of credit, acceptances or similar instruments issued or created for the account of such Person, (e) all liabilities secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (f) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (e) above, and (g) for the purposes of Section 9(e) only, all obligations of such Person in respect of Commodity OTC Agreements and Financial OTC Agreements. The amount of any Indebtedness under (x) clause (e) shall be equal to the lesser of (A) the stated amount of the relevant obligations and (B) the fair market value of the property subject to the relevant Lien and (y) clause (g) shall be the net amount, including any net termination payments, required to be paid to a counterparty rather than the notional amount of the applicable Commodity OTC Agreement or Financial OTC Agreement.

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

“ Insolvent ”: pertaining to a condition of Insolvency.

“ Interest Payment Date ”: (a) with respect to any Base Rate Loan or Cost of Funds Loan, the last Business Day of each month, (b) with respect to any Eurodollar Loan having an Interest Period of two (2) months or less, the last day of such Interest Period and (c) with respect to any Loan (other than any Loan that is a Base Rate Loan), the date of any repayment or prepayment made in respect thereof.

“ Interest Period ”: with respect to any Eurodollar Loan:

(i) initially, the period commencing on the Borrowing Date or Conversion date, as the case may be, with respect to such Eurodollar Loan and ending one (1) or two (2) months thereafter, as selected by the Borrower of such Eurodollar Loan in its Notice of Borrowing or notice of Conversion (in the form of Annex II), as the case may be, given with respect thereto; and

(ii) thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such Eurodollar Loan and ending one (1) or two (2) months thereafter, as selected by the Borrower by irrevocable notice (in the form of Annex II) to the Administrative Agent not less than three (3) Business Days prior to the last day of the then current Interest Period with respect thereto;

provided that:

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

(B) any Interest Period with respect to any Revolving Credit Loan that would otherwise extend beyond the Revolving Credit Maturity Date of such Revolving Credit Loan, shall end on the Revolving Credit Maturity Date of such Revolving Credit Loan; and

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

“ Investment ”: any advance, loan, extension of credit or capital contribution to, investment in, or purchase or acquisition of any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, any Person.

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

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“ Issuing Lenders ”: BNP Paribas, and each other Lender from time-to-time designated as a Issuing Lender with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld), each in its capacity as issuer of any Letter of Credit.

“ JPMorgan Securities Account ”: the securities account no. 644077 held at JPMorgan Securities, Inc. in the name of the Borrower.

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

“ L/C Fee Payment Date ”: the last Business Day of each month, or if any such day is not a Business Day, the next succeeding Business Day.

“ L/C Obligations ”: at any time, an amount equal to the sum of (a) the aggregate undrawn amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed.

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

“ Lenders ”: each Lender that has a Commitment or that is the holder of Revolving Credit Loans, as identified on Schedule 1.0, including, without limitation, the Issuing Lenders and the Daily Overdraft Lender.

“ Letters of Credit ”: as defined in Section 3.1(a).

“ Letter of Credit Request ”: a request by the Borrower for a new Letter of Credit or an amendment to an existing Letter of Credit, in each case pursuant to Section 3.2 and in a form reasonably satisfactory to the applicable Issuing Lender and the Administrative Agent.

“ Leverage Ratio ”: at any time, the ratio (expressed as a decimal) of (a) Consolidated Total Liabilities as of such time to (b) Tangible Net Worth as of such time.

“ Lien ”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any Financing Lease having substantially the same economic effect as any of the foregoing), and the filing of any financing statement under the Uniform Commercial Code or comparable Law of any jurisdiction in order to perfect any of the foregoing; provided that, “Lien” shall refer to neither (x) any interest or title of a lessor under any leases or subleases entered into by the Borrower in the ordinary course of business nor (y) licenses, sub-licenses, leases or sub-leases granted to third parties in the ordinary course of business consistent with past practices.

“ Loan Documents ”: this Agreement, the Notes, the Applications, the Parent Indemnification Agreement and the Security Documents.

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“ Man Financial Control Agreement ”: the securities account control agreement between the Borrower, the Administrative Agent and MF Global Inc. with respect to the account no. 6464456 held by the Borrower at MF Global Inc.

“ Marked-to-Market Report ”: a comprehensive marked-to-market report of the Borrower’s Eligible Product purchase and sale positions in a form reasonably acceptable to the Administrative Agent. Such report shall include all positions for all current and future time periods and cover all instruments that create either an obligation to purchase or sell Eligible Products or that generate price exposure. The instruments shall include, but not be limited to, contracts for spot and future deliveries of Eligible Products, exchanges, derivatives (including, but not limited to swaps and options) and Futures Contracts.

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

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

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

provided , that (i) in the case of any Commodity Contract that is, in whole or in part, an option by its terms, the amount so calculated shall reflect industry standard valuation models approved by the Administrative Agent, which approval shall not be unreasonably withheld or, in appropriate circumstances, the Borrower’s own proprietary valuation models and any associated premium which remains unpaid, and (ii) in the case of amounts due under any Forward Contract with a delivery date more than one year from the date of determination, each such amount shall be discounted to present value in a commercially reasonable manner unless otherwise discounted as part of the calculation referred to above.

“ Market Value ”: with respect to an Eligible Product on any date, the price at which such Eligible Product could be purchased or sold for delivery on that date or during the applicable period adjusted to reflect the specifications thereof and the location and transportation differential, determined by using prices (a) on the New York Mercantile Exchange, the COMEX, the New York Board of Trade, the International Petroleum Exchange, the Intercontinental Commodities Exchange, the Chicago Board of Trade, the Chicago Mercantile Exchange or, if a price for any such Eligible Product (or delivery period or location) is not available on such exchanges, such other markets or exchanges recognized as such in the commodities trading industry, including over-the-counter markets and private quotations, or as published in an independent industry recognized source, in each case reasonably selected by the Borrower, (b) if such a price for any such Eligible Product is not available in any market or exchange described in clause (a) above, any other exchange or market reasonably selected by the Borrower and reasonably satisfactory to the Administrative Agent on such date or (c) if such a price for any such Eligible Product is not available in any market or exchange described in clauses (a) or (b) above, such other value determined pursuant to methodology reasonably selected by the Borrower and reasonably satisfactory to the Administrative Agent.

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“ Material Adverse Effect ”: a material adverse effect on (a) the operations, business, assets, property, liabilities (actual or contingent), management or financial condition or prospects of (i) the Borrower or (ii) the Parent and its Subsidiaries taken as a whole or (b) the ability of the Borrower or the Parent to perform any of their respective obligations under this Agreement or any of the other Loan Documents to which it is a party on a timely basis, or (c) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

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

“ Minimum Working Capital Amount ”: an amount equal to $40,000,000 as of the last day of any fiscal quarter of the Borrower.

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

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

“ Net Cash Proceeds ”: with respect to the issuance or sale of any Capital Stock of the Borrower or as a capital contribution thereto, the aggregate amount of cash received from time-to-time by or on behalf of such Person for its own account in connection with any such transaction, after deducting therefrom (a) brokerage commissions, underwriting fees and discounts, legal fees, finder’s fees and other similar fees, costs and commissions that, in each case, are incurred in connection with such event and are actually paid to or earned by a Person that is not a Subsidiary or Affiliate of the Borrower or any of its Subsidiaries or Affiliates and (b) the amount of taxes payable by such Person in connection with or as a result of such transaction that, in each case, are actually paid at the time of receipt of such cash to the applicable taxation authority or other Governmental Authority or, so long as such Person is not otherwise indemnified therefor, are reserved for in accordance with GAAP, as in effect at the time of receipt of such cash, based upon such Person’s reasonable estimate of such taxes, and paid to the applicable taxation authority or other Governmental Authority within eight and one-half months after the close of the calendar year in which such cash is received; provided that, if, at the time any of the taxes referred to in clause (b) are actually paid or otherwise satisfied, the reserve therefor exceeds the amount paid or otherwise satisfied, then the amount of such excess reserve shall constitute “Net Cash Proceeds” on and as of the date of such payment or other satisfaction for all purposes of this Agreement.

“ Net Working Capital ”: as of the end of any fiscal quarter of the Borrower, Consolidated Current Assets plus , the positive difference between the Market Value of the inventory of the Borrower and its Subsidiaries over the stated value thereof on the consolidated balance sheet of the Borrower and its Subsidiaries at the end of such quarter minus , to the extent included in Consolidated Current Assets, all amounts due from Affiliates, minus Consolidated Current Liabilities.

“ Netting Agreement ”: an agreement between two Persons providing for the netting of payment obligations of each of those Persons and/or market exposures for the purpose of determining the amount of margin or collateral or payments due under various agreements between them, the terms and conditions specified therein, or other similar document having the same effect as such netting agreement (in each case entered into in the ordinary course of business).

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“ Non-Disclosing Party ”: as defined in Section 11.15(b).

“ Non-Excluded Taxes ”: Taxes other than Excluded Taxes.

“ Non-Exempt Lender ”: as defined in Section 4.13(e).

“ Notes ”: the promissory notes of the Borrower evidencing the Revolving Credit Loans.

“ Obligations ”: the unpaid principal amount of, and interest (including, without limitation, interest accruing after the maturity of the Revolving Credit Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) on the Revolving Credit Loans and Reimbursement Obligations, and all other obligations and liabilities of the Borrower to the Administrative Agent and the Lenders, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, or out of or in connection with this Agreement, the Notes, the Security Documents, any other Loan Documents or any Letter of Credit, and any other document made, delivered or given in connection therewith or herewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by the Borrower pursuant to the terms of the Loan Documents) or otherwise.

“ Other Taxes ”: as defined in Section 4.13(b).

“ Overcollateralization Amount ”: with respect to any counterparty under a Commodity Contract of the Borrower, the amount by which the cash collateral deposited with the Borrower by such counterparty exceeds the amount of the obligations (under categories (ii)-(iv), (vi), (vii) and (ix)-(x) of the definition of “Borrowing Base”) such cash collateral was pledged to secure.

“ Parent ”: Cheniere Energy, Inc.

“ Parent Indemnification Agreement ”: the indemnification agreement substantially in the form of Exhibit L, dated as of the date hereof, made by the Parent in favor of the Collateral Trustee.

“ Participant ”: as defined in Section 11.6(b).

“ Participation ”: as defined in Section 11.6(b).

“ Payment Intangible ”: as defined in Section 9-102 of the New York Uniform Commercial Code.

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

“ Perfected First Lien ”: any perfected, first priority Lien or security interest (or its substantial equivalent under applicable Laws) granted by the Borrower pursuant to a Security Document in favor of the Collateral Trustee, for the ratable benefit of the Lenders and the Administrative Agent, subject to the Crest Permitted Lien to the extent provided in the Collateral Trust Agreement; provided

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that, in the case of inventory that is not located in the U.S. or contracts, Accounts Receivable or Payment Intangibles not governed by Laws of the United States of America or any state or political subdivision thereof, the validity and priority of such Lien shall be confirmed by an opinion of special local counsel, the form and substance of which shall be reasonably satisfactory to the Collateral Trustee.

“ Performance Letter of Credit ”: a standby Letter of Credit issued to support bonding and performance requirements relating to Eligible Products (other than the obligation to pay the price of inventory).

“ Permitted Borrowing Base Liens ”: Liens permitted by Section 8.3(a), (b), (g) and (h), including, without limitation, liens in favor of the third party from whom the Borrower chartered, rented or leased the property on which such Eligible Product is located.

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

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

“ Position Report ”: as defined in the definition of “Hedged” in this Section 1.1.

“ Prime Rate ”: for any day, a rate per annum that is equal to the corporate base rate of interest established by the Administrative Agent from time-to-time and, if requested, provided to the Borrower prior to the delivery of the relevant Borrowing Notice; provided that, the Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually available.

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

“ Refunded Daily Overdraft Loan ”: as defined in Section 2.4(a).

“ Register ”: as defined in Section 11.6(d).

“ Regulation U ”: Regulation U of the Board of Governors of the Federal Reserve System as in effect from time-to-time.

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

“ Reimbursement Obligations ”: the obligation of the Borrower to reimburse any Issuing Lender, pursuant to Section 3.5(a) for Unreimbursed Amounts.

“ Reorganization ”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“ Reportable Event ”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty (30) day notice period is waived under Sections .21, .22, .23, .26, .27 or .28 of PBGC Reg. § 4043.

“ Representatives ”: as defined in Section 11.15(a).

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“ Required Lenders ”: at any time, Lenders the Commitments of which aggregate more than 50.00% of the Total Commitments.

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

“ Responsible Person ”: the chief executive officer, president, chairman, senior vice-president, executive vice-president, vice-president of finance or treasurer of the Borrower; provided that, the Persons holding such positions include Persons responsible for the oversight of the trading or financial operations of the Borrower.

“ Revolving Credit Loans ”: as defined in Section 2.1, including any Daily Overdraft Loans made pursuant to Section 2.2 and any Refunded Daily Overdraft Loans made pursuant to Section 2.4.

“ Revolving Credit Maturity Date ”: the earliest to occur of (i) the stated maturity of such Revolving Credit Loan as set forth in the applicable Borrowing Notice (which may not, in any event, be later than two (2) months from the Borrowing Date of such Revolving Credit Loan unless otherwise agreed by the Administrative Agent in its sole discretion, (ii) the date on which the Revolving Credit Loans become due and payable pursuant to Section 9 or the Commitments terminate pursuant to Section 4.1 or (iii) the Termination Date.

“ Risk Management Policy ”: the risk management policy of the Parent which has been approved by the risk management committee designated by the Board of Directors of the Parent and which has been delivered in writing to the Administrative Agent on September 14, 2007.

“ Sabine ”: Sabine Pass LNG, L.P.

“ Section 4.13 Certificate ”: as defined in Section 4.13(e).

“ Secured Parties ”: the Lenders, the Issuing Lenders, the Collateral Trustee, the Administrative Agent, Crest and their respective successors, endorsees, transferees and assigns.

“ Securities Account ”: as defined in Section 8-501 of the New York Uniform Commercial Code.

“ Security Agreement ”: the security agreement, substantially in the form of Exhibit B hereto, dated as of the date hereof, made by the Borrower in favor of the Collateral Trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Security Documents ”: the Security Agreement, the Account Control Agreements, the Collateral Trust Agreement and all other documents hereafter delivered to the Collateral Trustee granting a Lien on any asset or assets of the Borrower to secure any of the Obligations of the Borrower.

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

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

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“ Subordinated Indebtedness ”: Indebtedness of the Borrower subordinated to the Obligations in all respects on term reasonably satisfactory to the Required Lenders.

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

“ Swap Amounts due to Lenders ”: any amounts due to the Lenders from the Borrower under swap contracts, which are based on the Administrative Agent’s reasonable calculation of the Marked-to-Market Value of the aggregate amounts of such contracts.

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

“ Tangible Net Worth ”: as of any date, (a) the shareholders’, members’ or partners’ equity as shown on the balance sheet of the Borrower as of such date (including investments in joint ventures) minus (b) to the extent included in the shareholders’, members’ or partners’ equity as shown on the balance sheet of the Borrower as of such date, all amounts due from Affiliates, minus (c) all goodwill and intangible assets of the Borrower, determined, in each of the clauses (a), (b) and (c) above, on a consolidated basis in accordance with GAAP.

“ Taxes ”: as defined in Section 4.13(a).

“ Termination Date ”: for each Revolving Credit Loan, September 12, 2008, or if such date is not a Business Day, the preceding Business Day.

“ Tier 1 Counterparty ”: in relation to an Eligible Account Receivable or Eligible Forward Contract, the counterparty thereto to the extent that (A) such counterparty is Investment Grade, (B) such counterparty’s obligations with respect thereto are supported by Acceptable Investment Grade Credit Enhancement or (C) such counterparty has been approved by the Administrative Agent in its sole discretion as a Tier 1 Counterparty and such approval has not been revoked by the Administrative Agent in its sole discretion.

“ Tier 2 Counterparty ”: in relation to an Eligible Account Receivable or Eligible Forward Contract, the counterparty thereto to the extent that (i) it is not a Tier 1 Counterparty and (ii) the credit exposure of the Borrower to such counterparty does not exceed $500,000.

“ Total Extensions of Credit ”: at any time, the aggregate outstanding principal and/or face amount of the Extensions of Credit of the Lenders then in effect.

“ Total Commitment ”: the aggregate amount of all Commitments of all Lenders.

“ Trade Letter of Credit ”: a commercial or standby Letter of Credit supporting the purchase of Eligible Inventory.

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

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

“ Transferee ”: as defined in Section 11.6(f).

“ Type ”: as to any Revolving Credit Loan, its nature as a Base Rate Loan, a Eurodollar Loan or a Cost of Funds Loan.

“ UCP ”: as defined in Section 3.1(e).

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

“ Unreimbursed Amount ”: as defined in Section 3.5(a).

1.2 Other Definitional Provisions .

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

(b) As used herein and in any Notes, any other Loan Documents and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and their Subsidiaries not defined in Section 1.1 and (subject to Section 1.2(c)) accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP.

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

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

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

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SECTION 2. AMOUNT AND TERMS OF THE REVOLVING CREDIT LOANS AND COMMITMENTS

2.1 Revolving Credit Loans .

(a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans under the Commitments (the “ Revolving Credit Loan s ”) to the Borrower in an amount requested by the Borrower from time-to-time during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed such Lender’s Commitment Percentage of the Borrowing Base at such time; provided , that after giving effect to any borrowing of Revolving Credit Loans, (i) the Total Extensions of Credit shall not exceed the Borrowing Base at such time; (ii) the aggregate outstanding amount of Revolving Credit Loans shall not exceed $35,000,000; and (iii) the Total Extensions of Credit shall not exceed the Total Commitments. During the Commitment Period, the Borrower may borrow, prepay the Revolving Credit Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof.

(b) Revolving Credit Loans may from time-to-time be (i) Eurodollar Loans, (ii) Base Rate Loans, (iii) Cost of Funds Loans or (iv) a combination thereof, in each case, as the Borrower shall notify the Administrative Agent in accordance with Sections 2.3 and 4.3. No Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Termination Date.

(c) No Revolving Credit Loan shall mature later than the Termination Date.

2.2 Daily Overdraft Loans . Subject to the terms and conditions hereof, the Daily Overdraft Lender agrees to make a portion of the credit under the Commitments available to the Borrower by making daily overdraft loans (individually, a “ Daily Overdraft Loan ” and collectively, the “ Daily Overdraft Loans ”) to the Borrower from time-to-time during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the Daily Overdraft Commitment; provided that, no such Daily Overdraft Loan shall be made to the extent that, after giving effect thereto, (i) the Available Commitment of the Daily Overdraft Lender would be less than zero, (ii) the Total Extensions of Credit shall not exceed the Total Commitments and (iii) the Total Extensions of Credit shall not exceed the Borrowing Base at such time.

2.3 Procedure for Borrowing .

(a) The Borrower may borrow under the Commitments during the Commitment Period on any Business Day in an aggregate principal amount not exceeding the Borrowing Base Availability at such time. The Borrower shall give the Administrative Agent irrevocable notice in the form attached hereto as Annex I (the “ Borrowing Notice ”), specifying:

(i) the amount to be borrowed;

(ii) the requested Borrowing Date;

(iii) the requested Revolving Credit Maturity Date;

(iv) whether the borrowing is to be a Daily Overdraft Loan;

(v) whether the borrowing is to be a Eurodollar Loan, a Base Rate Loan, a Cost of Funds Loan, or a combination thereof;

(vi) the accounts or accounts into which the proceeds of such Revolving Credit Loan shall be deposited; and

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(vii) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Revolving Credit Loan and the respective lengths of the initial Interest Periods therefor;

provided that, such notice must be received by the Administrative Agent prior to 11:00 a.m. (New York City time), (a) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans, or (b) on the same Business Day of the requested Borrowing Date, otherwise; provided further that, in the case of a Daily Overdraft Loan, the Borrower shall give the Daily Overdraft Lender and the Administrative Agent irrevocable notice, which notice must be received by the Daily Overdraft Lender and the Administrative Agent prior to 12:00 noon (New York City time) on the requested Borrowing Date, in the form of the Borrowing Notice.

(b) Each borrowing under the Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, Cost of Funds Loans and Daily Overdraft Loans, $500,000 or a whole multiple thereof (or, if the then Available Commitments are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof.

(c) Upon receipt of any notice from the Borrower pursuant to Section 2.3(a) (other than a notice in respect of a Daily Overdraft Loan) the Administrative Agent shall promptly notify each Lender thereof. Each Lender (other than the Daily Overdraft Lender in respect of a Daily Overdraft Loan) will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Administrative Agent’s office specified in Section 11.2 prior to 2:00 p.m. (New York City time) on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Each such borrowing will then be made available on the Borrowing Date to the Borrower by the Administrative Agent by wire transfer to the account of the Borrower set forth on Schedule 2.3 in like funds as received by the Administrative Agent. Each Daily Overdraft Loan will be made available on the Borrowing Date to the Borrower by the Daily Overdraft Loan Lender by wire transfer to the account of the Borrower set forth on Schedule 2.3.

2.4 Refunded Daily Overdraft Loans .

(a) If the Administrative Agent shall not have received full repayment in cash of any Daily Overdraft Loan on or before 3:00 p.m. (New York City time) on the Borrowing Day of such Daily Overdraft Loan, the Daily Overdraft Lender may, not later than 4:00 p.m. (New York City time), on such day, request on behalf of the Borrower (which hereby irrevocably authorizes the Daily Overdraft Lender to act on its behalf), that each Lender, including the Daily Overdraft Lender, make a Revolving Credit Loan in an amount equal to such Lender’s Commitment Percentage of the outstanding amount of the portion of such Daily Overdraft Loan (a “ Refunded Daily Overdraft Loan ”). In accordance with Section 2.4(d), unless any of the events described in Section 9(f) shall have occurred (in which event the procedures of clause (b) of this Section 2.4 shall apply), each Lender shall make the proceeds of its Refunded Daily Overdraft Loan available to the Daily Overdraft Lender for the account of the Daily Overdraft Lender at the Daily Overdraft Lender’s Applicable Lending Office for Base Rate Loans prior to 11:00 a.m. (New York City time) in funds immediately available on the Business Day next succeeding the date such request is made. The proceeds of such Refunded Daily Overdraft Loans shall be immediately applied to repay the Daily Overdraft Loans.

(b) If prior to the making of any Refunded Daily Overdraft Loan pursuant to paragraph (a) of this Section 2.4 one of the events described in Section 9(f) shall have occurred, each Lender shall, on the date such Refunded Daily Overdraft Loan was to have been made, purchase an undivided participating interest in the Refunded Daily Overdraft Loan in an amount equal to its Commitment Percentage of such Refunded Daily Overdraft Loan (the “ Daily Overdraft Participation

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Amount ”). Each Lender shall promptly transfer to the Daily Overdraft Lender, in immediately available funds, the amount of its Daily Overdraft Participation Amount and upon receipt thereof the Daily Overdraft Lender shall deliver to such Lender a Daily Overdraft Line Loan participation certificate, in a form specified by the Daily Overdraft Lender, dated the date of receipt of the Daily Overdraft Participation Amount and in such amount.

(c) Whenever, at any time after the Daily Overdraft Lender has received from any Lender such Lender’s Daily Overdraft Participation Amount, the Daily Overdraft Lender receives any payment on account thereof, the Daily Overdraft Lender shall distribute to such Lender its Daily Overdraft Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded, and in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Daily Overdraft Loans then due) in like funds as received; provided , however , that in the event that such payment received by the Daily Overdraft Lender is required to be returned, such Lender shall return to the Daily Overdraft Lender any portion thereof previously distributed by the Daily Overdraft Lender to it in like funds as such payment is required to be returned by the Daily Overdraft Lender.

(d) Each Lender’s obligation to make Refunded Daily Overdraft Loans referred to in Section 2.4(a) and to purchase participating interests pursuant to Section 2.4(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Daily Overdraft Lender, the Borrower, or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any failure to satisfy any condition precedent to extensions of credit set forth in Section 6, (iv) any adverse change in the condition (financial or otherwise) of the Borrower, (v) any breach of this Agreement by the Borrower or any other Lender or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

2.5 Commitment Fee . The Borrower agree to pay to the Administrative Agent for the account of each Lender a commitment fee for the period from and including the first day of the Commitment Period to but not including the Termination Date, computed at the Commitment Fee Rate on the average daily amount of the Available Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the fifteenth day after the last Business Day of each March, June, September and December (or, if such day is not on a Business Day, the next succeeding Business Day) and on the Termination Date or such earlier date as the Commitments shall terminate as provided herein, commencing on the first of such dates to occur after the date hereof.

SECTION 3. LETTERS OF CREDIT

3.1 Letters of Credit .

(a) Subject to the terms and conditions hereof, each Issuing Lender severally agrees to issue letters of credit (“ Letters of Credit ”) for the account of the Borrower from time-to-time during the Commitment Period; provided , that after giving effect to any Letter of Credit requested by the Borrower, (i) the Total Extensions of Credit shall not exceed the Borrowing Base at such time, (ii) Section 3.1(b) and (c) shall not be contravened and (iii) the Total Extensions of Credit shall not exceed the Total Commitments.

(b) Each Trade Letter of Credit, shall, subject to Section 3.2, expire no later than the earlier of ninety (90) days after the date of issuance and the Termination Date; provided that, Trade Letters of Credit may be issued that expire no later than ninety (90) days after the Termination Date then

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in effect if such Letters of Credit are Cash Collateralized no later than twenty (20) days prior to the Termination Date in an amount equal to 105% of the undrawn face amount of each such Trade Letter of Credit; provided further that, Trade Letters of Credit may be issued that expire no later than 364 days after the Termination Date then in effect in an amount at any time outstanding that does not exceed, when combined with the aggregate amount of Performance Letters of Credit issued pursuant to Section 3.1(c), $50,000,000 (any Trade Letter of Credit issued pursuant to this proviso, a “ Trade Sublimit Letter of Credit ”).

(c) Each Performance Letter of Credit, shall, subject to Section 3.2, expire no later than the earlier of 364 days after the date of issuance and the Termination Date; provided that, Performance Letters of Credit may be issued that expire no later than 364 days after the Termination Date then in effect if such Letters of Credit are Cash Collateralized no later than twenty (20) days prior to the Termination Date in an amount equal to 105% of the undrawn face amount of each such 364 Letter of Credit; provided further that, the agreement by the Issuing Lenders in this Section 3.1(c) to issue Letters of Credit for the account of the Borrower shall be subject to the condition that the aggregate L/C Obligations in respect of Performance Letters of Credit issued for more than 90 days and less than or equal to 364 days shall not exceed at any time outstanding an amount, when combined with the aggregate outstanding amount of Trade Sublimit Letters of Credit, equal to $50,000,000.

(d) The obligations of the L/C Participants to purchase participations in the obligations of the Issuing Lenders under outstanding Letters of Credit pursuant to Section 3.4 shall survive the Termination Date with respect to Letters of Credit which have been Cash Collateralized pursuant to Section 3.1(b) until the earliest of (i) the expiration date for such Letters of Credit, (ii) the date the entire amount available under such Letters of Credit are drawn and such drawings are repaid, and (iii) the date that is either ninety (90) days or 364 days after the Termination Date, as applicable.

(e) Each Letter of Credit shall be subject to the International Standby Practices (“ ISP98 ”) International Chamber of Commerce Publication No. 590 or Uniform Customs and Practice for Documentary Credits No. 600 (“ UCP 600 ”), as applicable, and to the extent not inconsistent with ISP 98 or UCP 600, the Laws of the State of New York.

3.2 Procedure for Issuance of Letters of Credit . (a) The Borrower may from time-to-time request that any Issuing Lender issue or amend a Letter of Credit by delivering to such Issuing Lender and the Administrative Agent an Application therefor, completed to the satisfaction of such Issuing Lender, a Letter of Credit Request, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. In the case of a request for an initial issuance of any Letter of Credit, such Letter of Credit Request shall specify, to the extent not included in the Application:

(i) the maximum amount of such Letter of Credit;

(ii) the requested date on which such Letter of Credit is to be issued;

(iii) the purpose and nature of the proposed Letter of Credit;

(iv) the name and address of the beneficiary of such Letter of Credit;

(v) the expiration or termination date of the Letter of Credit;

(vi) the documents to be presented by such beneficiary in the case of a drawing or demand for payment thereunder; and

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(vii) the delivery instructions for such Letter of Credit.

In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Request shall specify in form and detail satisfactory to the Administrative Agent and the Issuing Lender thereof:

(i) the Letter of Credit to be amended;

(ii) the requested date of the proposed amendment;

(iii) the nature of the proposed amendment; and

(iv) the delivery instructions for such amendment.

Any such Letter of Credit Request must be received by the applicable Issuing Lender and the Administrative Agent by no later than 11:00 a.m. (New York City time), one (1) Business Day prior to the date such Letter of Credit is to be issued or amended, or such other time as previously agreed between the Issuing Lender and the Borrower; provided that, if such Letter of Credit Request is received by the applicable Issuing Lender after 11:00 a.m. (New York City time) one (1) Business Day prior to the date such Letter of Credit is to be issued or amended, such Issuing Lender may, in its sole discretion, issue such requested Letter of Credit on the requested day. Upon the issuance of any Letter of Credit or any amendment to an outstanding Letter of Credit, the Administrative Agent and the applicable Lenders shall be entitled to assume that the Applications and certificates, documents and other papers and information reasonably requested by the relevant Issuing Lender in connection therewith were completed and delivered to the satisfaction of such Issuing Lender.

(b) Upon receipt of a Letter of Credit Request by an Issuing Lender, such Issuing Lender will confirm with the Administrative Agent (by telephone and in writing) that the Administrative Agent has received a copy of such Letter of Credit Request and, if not, such Issuing Lender will provide the Administrative Agent with a copy thereof. Upon receipt by such Issuing Lender of confirmation from the Administrative Agent, that the requested Letter of Credit or amendment is permitted in accordance with the terms hereof, such Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Lender’s usual and customary business practices.

(c) If any Issuing Lender shall issue, extend or amend any Letter of Credit without obtaining prior consent of the Administrative Agent (as provided in subsection (b) above), such Letter of Credit (A) shall for all purposes be deemed to have been issued by such Issuing Lender solely for its own account and risk and (B) shall not be considered a Letter of Credit outstanding under this Agreement, and no Lender shall be deemed to have any participation therein, effective as of the date of such issuance, amendment, extension or renewal, as the case may be, unless the Required Lenders expressly consent thereto; provided , however , that to be considered a Letter of Credit outstanding under this Agreement, the consent of all Lenders shall be required to the extent that any such issuance, amendment, extension or renewal is not then permitted hereunder by reason of the provisions of Sections 3.1(a) or 3.1(b).

(d) Notwithstanding anything herein to the contrary (including the provisions of this Section 3.2), an Issuing Lender is under no obligation to issue or provide any Letter of Credit unless consented to by such Issuing Lender and the Administrative Agent, if:

(i) Any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing or amending such Letter of

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Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance or amending of a Letter of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (in the case of an amendment of a Letter of Credit, for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good faith deems material to it; or

(ii) such Letter of Credit is not in form and substance reasonably acceptable to such Issuing Lender thereof or the issuance of such Letter of Credit shall violate any applicable policies of such Issuing Lender.

(e) Within one (1) Business Day after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Lender thereof will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. In the event that an Issuing Lender fails to satisfy the terms of this Section 3.2(e), such Issuing Lender shall not be credited for any portion of the applicable fees accrued on the applicable Letter of Credit pursuant to Section 3.3(a) during the period from the Business Day following the effectiveness of the Letter of Credit until the time such failure is remedied.

3.3 Fees, Commissions and Other Charges .

(a) Trade Letter of Credit Fee . The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Lender and the L/C Participants a letter of credit commission, with respect to each outstanding Trade Letter of Credit (other than a Trade Sublimit Letter of Credit), in an amount equal to a per annum fee of 1.375% times the amount of such Letter of Credit from time-to-time available to be drawn; provided that, such letter of credit commission shall not be in an amount less than $750, and, in each case, shall be payable to the L/C Participants and the Issuing Lender of such Letter of Credit to be shared ratably among them in accordance with their respective Commitment Percentages. Such commissions shall be payable in arrears on each L/C Fee Payment Date.

(b) Trade Sublimit Letter of Credit Fee . The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Lender and the L/C Participants a letter of credit commission, with respect to each outstanding Trade Sublimit Letter of Credit, in an amount equal to a per annum fee of 1.50% times the amount of such Letter of Credit from time-to-time available to be drawn; provided that, such letter of credit commission shall not be in an amount less than $750, and, in each case, shall be payable to the L/C Participants and the Issuing Lender of such Letter of Credit to be shared ratably among them in accordance with their respective Commitment Percentages. Such commissions shall be payable in arrears on each L/C Fee Payment Date.

(c) Performance Letter of Credit Fee . The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Lender and the L/C Participants a letter of credit commission, with respect to each outstanding Performance Letter of Credit, in an amount equal to a per annum fee of 1.50% times the amount of such Letter of Credit from time-to-time available to be drawn; provided that, such letter of credit commission shall not be in an amount less than $750, and, in each case, shall be payable to the L/C Participants and the Issuing Lender of such Letter of Credit to be shared ratably among them in accordance with their respective Commitment Percentages. Such commissions shall be payable in arrears on each L/C Fee Payment Date.

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(d) Other Charges . In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse each Issuing Lender of any Letter of Credit for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit.

(e) Distribution of Fees . The Administrative Agent shall, within two (2) Business Days following its receipt thereof, distribute to the relevant Issuing Lenders and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 3.3, and shall promptly notify the Borrower of such distribution.

3.4 L/C Participations .

(a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, an undivided interest in such Issuing Lender’s obligations and rights under each Letter of Credit issued or provided by such Issuing Lender hereunder and the amounts paid by such Issuing Lender thereunder equal to such L/C Participant’s Commitment Percentage.

(b) Each L/C Participant’s obligation to accept and purchase for such L/C Participant’s own account and risk, an undivided interest in an Issuing Lender’s obligations and rights under each Letter of Credit issued or provided by such Issuing Lender hereunder and the amounts paid by such Issuing Lender thereunder equal to such L/C Participant’s Commitment Percentage shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such L/C Participant may have against any Issuing Lender, the Borrower, or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement by the Borrower or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(c) If the Borrower fails to reimburse any Issuing Lender pursuant to Section 3.5(a) at the time and on the due date specified in such Section (the “ Reimbursement Date ”), such Issuing Lender shall so notify the Administrative Agent, which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. Immediately upon receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the amount of such L/C Participant’s Commitment Percentage thereof.

(d) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Sections 3.4(a) and (c) in respect of any Unreimbursed Amount is paid to such Issuing Lender within one (1) Business Day after such L/C Participant receives a copy of the notice delivered by the relevant Issuing Lender to the Administrative Agent pursuant to Section 3.4(c) ( provided that, if such notice is not received by such L/C Participant prior to 11:00 a.m. (New York City time), the amount required to be paid shall be due on the second Business Day following the receipt of such notice), such L/C Participant shall pay on that Business Day to such Issuing Lender from its Applicable Lending Office for the Letter of Credit for which reimbursement is being sought on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate, as quoted by such Issuing Lender, during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to this Section 3.4 is not in fact

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made available to the applicable Issuing Lender by such L/C Participant within such one (1) Business Day period, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans hereunder. A certificate of any Issuing Lender submitted to any L/C Participant