SECOND RESTATED CREDIT AGREEMENT

Exhibit 10.1

EXECUTION COPY

SECOND RESTATED CREDIT AGREEMENT

PLAINS MARKETING, L.P., as Borrower,

BANK OF AMERICA, N.A., as Administrative Agent and initial LC Issuer,

BNP PARIBAS, as Syndication Agent,

FORTIS CAPITAL CORP., as Documentation Agent,

BANC OF AMERICA SECURITIES LLC, BNP PARIBAS and FORTIS CAPITAL CORP.,
as Joint Lead Arrangers and Joint Bookrunners,

and CERTAIN FINANCIAL INSTITUTIONS, as Lenders

$525,000,000 Senior Secured
364-Day Hedged Inventory Facility

November 6, 2008

TABLE OF CONTENTS

Schedules and Exhibits:

Schedule I – Commitment Fees and Applicable Margin
Schedule II – Commitments and Percentage Shares
Schedule III — Disclosure Schedule
Schedule IV — Security Schedule
Schedule V — Currently Approved Persons and Facilities
Schedule 10.3 — Addresses for Notices

Exhibit A — Note
Exhibit B — Borrowing Notice
Exhibit C — Continuation/Conversion Notice
Exhibit D-1 — Opinion of In-House Counsel for Borrower and PAA
Exhibit D-2 — Opinion of Fulbright & Jaworski L.L.P., Counsel for Borrower and PAA
Exhibit E — Form of Letter of Credit
Exhibit F-1 — Assignment and Assumption
Exhibit F-2 — Administrative Questionnaire
Exhibit G – Summary Collateral Report

SECOND RESTATED CREDIT AGREEMENT

     THIS SECOND RESTATED CREDIT AGREEMENT is made as of November 6, 2008, by and among PLAINS MARKETING, L.P., a Texas limited partnership (“ Borrower ”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, “ Administrative Agent ”), BNP PARIBAS, as Syndication Agent (in such capacity, “ Syndication Agent ”), FORTIS CAPITAL CORP., as Documentation Agent (in such capacity, “ Documentation Agent ”), BANC OF AMERICA SECURITIES LLC, BNP PARIBAS and FORTIS CAPITAL CORP., as joint lead arrangers and joint bookrunners (in such capacity, “ Lead Arrangers and Bookrunners ”) and the Lenders referred to below. In consideration of the mutual covenants and agreements contained herein the parties hereto agree as follows:

W I T N E S S E T H

     Borrower, Administrative Agent and certain Lenders entered into that certain Restated Credit Agreement dated November 19, 2004 (as amended prior to the effective date of this Agreement, the “ Existing Agreement ”) and, together with the other Lenders a party hereto, desire to amend and restate the Existing Agreement as set forth herein.

     In consideration of the mutual covenants and agreements contained herein and in consideration of the loans which may hereafter be made by Lenders and the Letters of Credit which may be made available by LC Issuer to Borrower and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — Definitions and References

     Section 1.1. Defined Terms . As used in this Agreement, each of the following terms has the meaning given to such term in this Section 1.1 or in the sections and subsections referred to below:

     “ Account ” shall have the meaning given that term in the UCC.

     “ Account Debtor ” means any Person who is or who may become obligated under, with respect to, or on account of, an Account.

     “ Administrative Agent ” means Bank of America, N.A., as Administrative Agent hereunder, and its successors in such capacity.

     “ Administrative Agent’s Office ” means Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.3, or such other address or account as Administrative Agent may from time to time notify to Borrower and Lenders.

     “ Administrative Questionnaire ” means an Administrative Questionnaire in substantially the form of Exhibit F-2 or any other form approved by the Administrative Agent.

     “ Affiliate ” means, as to any Person, each other Person that directly or indirectly (through one or more intermediaries or otherwise) controls, is controlled by, or is under common control with, such Person. A Person shall be deemed to be “controlled by” any other Person if such

other Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

     “ Agreement ” means this Second Restated Credit Agreement.

     “ Applicable Lending Office ” means, for each Lender and for each Type of Loan, the “Lending Office” of such Lender (or of an Affiliate of such Lender) designated for such Type of Loan on such Lender’s Administrative Questionnaire or such other office of such Lender (or an Affiliate of such Lender) as such Lender may from time to time specify to Administrative Agent and Borrower by written notice in accordance with the terms hereof as the office by which its Loans of such Type are to be made and maintained.

     “ Applicable Margin ” means, as to any Type of Loan, the percent per annum set forth on the Pricing Grid as the “Applicable Margin” for such Type of Loan, based on the Applicable Rating Level in effect on such date. Changes in the Applicable Margin will occur automatically without prior notice as changes in the Applicable Rating Level occur. Administrative Agent will give notice promptly to Borrower and Lenders of changes in the Applicable Margin.

     “ Applicable Rating Level ” means for any day, the level set forth below that corresponds to the PAA Debt Rating by the Ratings Agencies applicable on such day; provided , in the event the PAA Debt Rating by the Ratings Agencies differs by one level, the higher PAA Debt Rating shall apply; provided further , in the event the PAA Debt Rating by the Ratings Agencies differs by more than one level, the PAA Debt Rating one level above the lower PAA Debt Rating shall apply. As used in this definition, “ > ” means a rating equal to or more favorable than and “<“ means a rating less favorable than.

     If either of the Rating Agencies shall not have in effect a PAA Debt Rating or if the rating system of either of the Rating Agencies shall change, or if either of the Rating Agencies shall cease to be in the business of rating corporate debt obligations, Borrower and Majority Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such Rating Agency, but until such an agreement shall be reached, the Applicable Rating Level shall be based only upon the PAA Debt Rating by the remaining Rating Agency.

     “ Approved Eligible Receivables ” means an Eligible Receivable (a) from a Person whose Debt Rating is either at least Baa3 by Moody’s or at least BBB- by S&P; (b) fully and

unconditionally guaranteed as to payment by a Person whose Debt Rating is either at least Baa3 by Moody’s or at least BBB- by S&P; (c) from any other Person Currently Approved by Majority Lenders; or (d) fully covered by a letter of credit from any national or state bank or trust company which is organized under the laws of the United States of America or any state thereof or any branch licensed to operate under the laws of the United States of America or any state thereof, which is a branch of a bank organized under any country which is a member of the Organization for Economic Cooperation and Development, in each case which has capital, surplus and undivided profits of at least $500,000,000 and whose commercial paper is rated at least P-1 by Moody’s or A-1 by S&P.

     “ Approved Fund ” means any Fund that is solely administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

     “ Approved Location ” means (i) a Plains Terminal, (ii) storage locations or pipelines Currently Approved by Majority Lenders for which Administrative Agent has received a bailee letter in form and substance reasonably acceptable to Administrative Agent with respect to any Collateral stored at such locations or pipelines, or (iii) storage locations or pipelines Currently Approved by Majority Lenders storing Financed Hedged Eligible Inventory not in excess of five percent (5%) of all Financed Hedged Eligible Inventory.

     “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee, and accepted by Administrative Agent, in substantially the form of Exhibit F-1.

     “ Base Rate ” means, for any day, a rate per annum equal to the sum of (a) the highest of (i) the Prime Rate for such day, (ii) the sum of 0.50% plus the Federal Funds Rate for such day and (iii) except during a Eurodollar Unavailability Period, the sum of 1.00% plus the Eurodollar Rate for such day, plus (b) the Market Disruption Spread, if any. “ Prime Rate ” means the rate of interest in effect for such day as publicly announced from time to time by Reference Bank as its “prime rate.” The “prime rate” is a rate set by Reference Bank based upon various factors including Reference Bank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Reference Bank shall take effect at the opening of business on the day specified in the public announcement of such change.

     “ Base Rate Loan ” means a Loan to Borrower which does not bear interest at a rate based upon the Eurodollar Rate.

     “ Borrower ” means Plains Marketing, L.P., a Texas limited partnership.

     “ Borrowing ” means a borrowing of new Loans of a single Type pursuant to Section 2.3 or a Continuation or Conversion of existing Loans into a single Type (and, in the case of Eurodollar Loans, with the same Interest Period) pursuant to Section 2.4.

     “ Borrowing Notice ” means a written or telephonic request, or a written confirmation, made by Borrower which meets the requirements of Section 2.3.

     “ Broker Liens ” means any Liens under or with respect to accounts with brokers or counterparties with respect to Hedging Contracts in favor of such brokers or counterparties, securing only obligations under such Hedging Contracts.

     “ Business Day ” means any day, other than a Saturday, Sunday or day which shall be in New York, New York a legal holiday or day on which banking institutions are required or authorized to close. Any Business Day in any way relating to Eurodollar Loans (such as the day on which an Interest Period begins or ends) must also be a day on which commercial banks settle payments in London.

     “ Cash and Carry Purchases ” means purchases of Petroleum Products for physical storage at an Approved Location which qualify as Hedged Eligible Inventory.

     “ Cash Equivalents ” means Investments in:

     (a) marketable obligations, maturing within 12 months after acquisition thereof, issued or unconditionally guaranteed by the United States of America or the federal government of Canada or an instrumentality or agency thereof and entitled to the full faith and credit of the United States of America or the federal government of Canada, as the case may be;

     (b) demand deposits and time deposits (including certificates of deposit) maturing within 12 months from the date of deposit thereof, (i) with any office of any Lender or (ii) with a domestic office of any national, state or provincial bank or trust company which is organized under the Laws of the United States of America or any state therein, or the federal government of Canada or any province therein, which has capital, surplus and undivided profits of at least $500,000,000, and whose long term certificates of deposit are rated at least Aa3 by Moody’s or AA- by S&P;

     (c) repurchase obligations with a term of not more than seven days for underlying securities of the types described in subsection (a) above entered into with (i) any Lender or (ii) any other commercial bank meeting the specifications of subsection (b) above;

     (d) open market commercial paper, maturing within 270 days after acquisition thereof, which are rated at least P-1 by Moody’s or A-1 by S&P; and

     (e) money market or other mutual funds substantially all of whose assets comprise securities of the types described in subsections (a) through (d) above.

     “ Cash Collateralize ” has the meaning specified in Section 2.10(g).

     “ Change of Control ” means PAA shall cease to be, directly or indirectly, the sole legal and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of all of the partnership interests (including all securities which are convertible into partnership interests) of Borrower.

     “ Closing Date ” means the first date all the conditions precedent in Sections 4.1 and 4.2 are satisfied or waived in accordance with Section 10.1.

     “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, together with all rules and regulations promulgated with respect thereto.

     “ Collateral ” means all property of any kind which is subject to a Lien in favor of Lenders (or in favor of Administrative Agent for the benefit of Lenders) or which, under the terms of any Security Document, is purported to be subject to such a Lien, in each case granted or created to secure all or part of the Obligations.

     “ Commitment ” means, as to each Lender, its obligations to (a) make Loans to Borrower pursuant to Section 2.2, and (b) purchase participations in LC Obligations pursuant to Section 2.10(c), in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule II, or in the Assignment and Assumption pursuant to which such Lender is or becomes a party hereto, as applicable, as such amount may be increased from time to time pursuant to Section 2.2(b) or reduced from time to time pursuant to Section 2.6(c).

     “ Commitment Fee Rate ” means the percent per annum set forth on the Pricing Grid as the “Commitment Fee”, based on the Applicable Rating Level in effect on such date. Changes in the Commitment Fee Rate will occur automatically without prior notice as changes in the Applicable Rating Level occur. Administrative Agent will give notice promptly to Borrower and Lenders of changes in the Commitment Fee Rate.

     “ Commitment Period ” means the period from and including the date hereof until the Maturity Date (or, if earlier, the day on which the obligation of Lenders to make Loans to Borrower hereunder pursuant to Section 2.1 and the obligation of LC Issuer to issue Letters of Credit at the request of Borrower pursuant to Section 2.10 have been terminated or the day on which any of the Notes first becomes due and payable in full).

     “ Consolidated ” refers to the consolidation of any Person, in accordance with GAAP, with its properly consolidated subsidiaries. References herein to a Person’s Consolidated financial statements, financial position, financial condition, liabilities, etc. refer to the consolidated financial statements, financial position, financial condition, liabilities, etc. of such Person and its properly consolidated subsidiaries.

     “ Continue ”, “ Continuation ” and “ Continued ” shall refer to the continuation pursuant to Section 2.4 of a Eurodollar Loan as a Eurodollar Loan from one Interest Period to the next Interest Period.

     “ Continuation/Conversion Notice ” means a written or telephonic request, or a written confirmation, made by Borrower which meets the requirements of Section 2.4.

     “ Convert ”, “ Conversion ” and “ Converted ” refers to a conversion pursuant to Section 2.4 of one Type of Loan into another Type of Loan.

     “ Currently Approved by Majority Lenders ” means such Person (including a limit on the maximum Hedged Eligible Inventory sold to any such Person), storage location, pipeline, form of Letter of Credit or other matter as the case may be, as reflected in Schedule V attached hereto and as amended from time to time by the most recent written notice given by Administrative

Agent to Borrower as being approved by Majority Lenders. Each such amended Schedule V will supersede and revoke each prior Schedule V.

     “ Default ” means any Event of Default and any default, event or condition which would, with the giving of any requisite notices and the passage of any requisite periods of time, constitute an Event of Default.

     “ Default Rate ” means, at the time in question, two percent (2%) per annum plus:

     (a) the Eurodollar Rate plus the Applicable Margin then in effect for each Eurodollar Loan (up to the end of the applicable Interest Period),

     (b) the Base Rate plus the Applicable Margin then in effect for each Base Rate Loan or LC Borrowing,

provided, however, the Default Rate shall never exceed the Highest Lawful Rate.

     “ Default Rate Period ” means (i) any period during which an Event of Default, other than pursuant to Section 8.1 (a) or (b), is continuing, provided that such period shall not begin until notice of the commencement of the Default Rate has been given to Borrower by Administrative Agent upon the instruction by Majority Lenders and (ii) any period during which any Event of Default pursuant to Section 8.1 (a) or (b) is continuing unless Borrower has been notified otherwise by Administrative Agent upon the instruction by Majority Lenders.

     “ Defaulting Lender ” means any Lender Party that (a) has failed to fund any portion of the Loans or participations in LC Obligations required to be funded by it hereunder or failed to issue any Letter of Credit required to be issued by it hereunder, in either case within one Business Day of the date required for such funding or issuance by it hereunder, unless cured, (b) has otherwise failed to pay over to Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless cured or the subject of a good faith dispute, (c) has otherwise materially breached any of its obligations hereunder or under any other Loan Document, unless cured, (d) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding, or (e) is an Impacted Lender that has failed to enter into an arrangement with LC Issuer with respect to LC Issuer’s related risk with respect to such Impacted Lender as contemplated in Section 2.10(a)(iii)(E), and as a result of such failure, as of the date of a request by Borrower for a Letter of Credit, Borrower has entered into such an arrangement with LC Issuer.

     “ Disclosure Schedule ” means Schedule III hereto.

     “ Documentation Agent ” means Fortis Capital Corp., and its successors in such capacity.

     “ Dollars ” and “$” means the lawful currency of the United States of America, except where otherwise specified.

     “ Eligible Assignee ” means (a) a Lender, and (b) any other Person (other than a natural person), including Affiliates of Lenders and Approved Funds, approved by (i) Administrative Agent and LC Issuers, and (ii) unless an Event of Default is continuing, Borrower (each such approval not to be unreasonably withheld or delayed); provided, that notwithstanding the

foregoing, “Eligible Assignee” shall not include Borrower or any of Borrower’s Affiliates or Subsidiaries or, unless an Event of Default is continuing, any Person who, at the relevant time of determination, is a Defaulting Lender or an Affiliate of a Defaulting Lender; provided further, an Eligible Assignee of any Lender shall include only those Persons which, through their respective Lending Offices, are capable of lending to Borrower without the imposition of any withholding taxes on interest or principal owed to such Persons, and Loans by such Eligible Assignee shall be made through such Lending Office.

     “ Eligible Inventory ” means inventories of Petroleum Products in which Borrower has lawful and absolute title (specifically excluding, however, tank bottoms and pipeline linefill of Borrower classified as a long-term asset), which are not subject to any Lien in favor of any Person (other than Permitted Inventory Liens), which are subject to a fully perfected first priority security interest (subject only to Permitted Inventory Liens) in favor of Administrative Agent pursuant to the Loan Documents prior to the rights of, and enforceable as such against, any other Person, which are otherwise satisfactory to Majority Lenders in their reasonable business judgment and located at Approved Locations, minus without duplication the amount of any Permitted Inventory Lien on any such inventory.

     “ Eligible Receivables ” means, at the time of any determination thereof (and without duplication), each Account and, with respect to each determination made on or after the 20th day of each calendar month and prior to the first day of the next calendar month, each amount which will be, in the good faith estimate reasonably determined by Borrower, an Account of the Borrower with respect to sales and deliveries of Hedged Eligible Inventory during such calendar month or deliveries of Hedged Eligible Inventory during the next calendar month under firm written purchase and sale agreements, in either event as to which the following requirements have been fulfilled (or as to future Accounts, will be fulfilled as of the date of such sales and deliveries of Hedged Eligible Inventory), to the reasonable satisfaction of Administrative Agent:

     (i) Borrower has lawful and absolute title to such Account;

     (ii) such Account is a valid, legally enforceable obligation of an Account Debtor payable in Dollars, arising from the sale and delivery of Hedged Eligible Inventory to such Person in the United States of America in the ordinary course of business of Borrower, to the extent of the volumes of Hedged Eligible Inventory delivered to such Person prior to the date of determination;

     (iii) there has been excluded from such Account (A) any portion that is subject to any dispute, rejection, loss, non-conformance, counterclaim or other claim or defense on the part of any Account Debtor or to any claim on the part of any Account Debtor denying liability under such Account, and (B) the amount of any account payable or other liability owed by Borrower to the Account Debtor on such Account, whether or not a specific netting agreement may exist, excluding, however, any portion of any such account payable or other liability which is at the time in question covered by a Letter of Credit;

     (iv) Borrower has the full and unqualified right to assign and grant a security interest in such Account to Administrative Agent as security for the Obligation;

     (v) such Account (A) is evidenced by an invoice rendered to the Account Debtor, or (B) represents the uninvoiced amount in respect of volumes of Hedged Eligible Inventory scheduled to be delivered by Borrower in the current or next-following calendar month, is governed by a purchase and sale agreement, exchange agreement or other written agreement, and in either event such Account is not evidenced by any promissory note or other instrument;

     (vi) such Account is not subject to any Lien in favor of any Person and is subject to a fully perfected first priority security interest in favor of Administrative Agent pursuant to the Loan Documents, prior to the rights of, and enforceable as such against, any other Person except for a Lien in respect of First Purchase Crude Payables;

     (vii) such Account is due not more than 30 days following the last day of the calendar month in which the Hedged Eligible Inventory delivery occurred and is not more than 30 days past due;

     (viii) such Account is not payable by an Account Debtor with more than twenty percent (20%) of its Accounts to Borrower that are outstanding more than 60 days from the invoice date;

     (ix) the Account Debtor in respect of such Account (A) is located, is conducting significant business or has significant assets in the United States of America or is a Person Currently Approved by Majority Lenders, (B) is not an Affiliate of Borrower, and (C) is not the subject of any event of the type described in Section 8.1(i); and

     (x) the Account Debtor in respect of such Account is not a governmental authority, domestic or foreign.

     “ Environmental Laws ” means any and all Laws relating to the environment or to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment including ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, together with all rules and regulations promulgated with respect thereto.

     “ ERISA Affiliate ” means Borrower and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control that, together with Borrower, are treated as a single employer under Section 414 of the Code.

     “ ERISA Plan ” means any employee pension benefit plan subject to Title IV of ERISA maintained by any ERISA Affiliate with respect to which Borrower has a fixed or contingent liability.

     “ Eurodollar Loan ” means a Loan that bears interest at a rate based upon the Eurodollar Rate.

     “ Eurodollar Rate ” means:

     (a) For any Interest Period with respect to a Eurodollar Loan, the sum of (i) the rate per annum equal to (A) the British Bankers Association LIBOR Rate as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (“ BBA LIBOR ”), at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or (B) if such published rate is not available at such time for any reason, the rate determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Loan being made, continued or converted by Reference Bank and with a term equivalent to such Interest Period would be offered by Reference Bank’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period and (ii) the Market Disruption Spread, if any, as of the time of determination.

     (b) For any interest rate calculation with respect to a Base Rate Loan, the rate per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time on the date of determination (provided that if such day is not a London Business Day, the next preceding London Business Day) for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made by Reference Bank and with a term equal to one month would be offered by Reference Bank’s London Branch to major banks in the London interbank eurodollar market at their request at the date and time of determination.

     “ Eurodollar Unavailability Period ” means any period of time during which a notice delivered to Borrower in accordance with Section 3.6(a) shall remain in force and effect.

     “ Event of Default ” has the meaning given to such term in Section 8.1.

     “ Existing Agreement ” has the meaning given to such term in the recitals hereof.

     “ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Reference Bank on such day on such transactions as determined by Administrative Agent.

     “ Financed Hedged Eligible Inventory ” means all Hedged Eligible Inventory (i) the Cash and Carry Purchase of which is to be or has been secured by Letters of Credit issued hereunder,

and/or (ii) the purchase of which pursuant to Cash and Carry Purchases, or the storage thereof at Approved Locations, has been financed pursuant to Loans hereunder.

     “ First Purchase Crude Payables ” means the unpaid amount of any payable obligation related to the purchase of Petroleum Products by Borrower secured by a valid statutory Lien, including but not limited to valid statutory Liens, if any, created under the laws of Texas, New Mexico, Wyoming, Kansas, Oklahoma or any other state to the extent such payable obligation is not at the time in question covered by a Letter of Credit.

     “ Fiscal Quarter ” means a three-month period ending on March 31, June 30, September 30 or December 31 of any year.

     “ Fiscal Year ” means a twelve-month period ending on December 31 of any year.

     “ Fund ” means any Person (other than a natural person) that is engaged in making, purchasing or holding commercial loans and similar extensions of credit in the ordinary course of its business.

     “ GAAP ” means those generally accepted accounting principles and practices which are recognized as such by the Financial Accounting Standards Board (or any generally recognized successor) and which, in the case of Borrower and its Consolidated Subsidiaries, are applied for all periods after the date hereof in a manner consistent with the manner in which such principles and practices were applied to the Initial Financial Statements. If any change in any accounting principle or practice is required by the Financial Accounting Standards Board (or any such successor) in order for such principle or practice to continue as a generally accepted accounting principle or practice, all reports and financial statements required hereunder with respect to Borrower or with respect to Borrower and its Consolidated Subsidiaries may be prepared in accordance with such change, but all calculations and determinations to be made hereunder may be made in accordance with such change only after notice of such change is given to each Lender and Majority Lenders agree to such change insofar as it affects the accounting of Borrower or of Borrower and its Consolidated Subsidiaries.

     “ GP Inc. ” means Plains Marketing GP Inc., a Delaware corporation, the sole general partner of Borrower.

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

     “ Hazardous Materials ” means any substances regulated under any Environmental Law, whether as pollutants, contaminants, or chemicals, or as industrial, toxic or hazardous substances or wastes, or otherwise.

     “ Hedged Eligible Inventory ” means Petroleum Products purchased or stored, or scheduled to be purchased or stored, by Borrower, specified by Borrower as Hedged Eligible Inventory in the corresponding Borrowing Notice, which have been hedged by either (i) a

NYMEX contract or an Intercontinental Exchange contract, which hedging contract is pursuant to a segregated account subject to a security agreement and assignment of hedging account and agency agreement with and satisfactory to Administrative Agent and not subject to any setoff, counterclaim or netting, or (ii) an over-the-counter contract or contract for physical delivery to an investment-grade counterparty or other counterparty Currently Approved by Majority Lenders, and which Petroleum Products, in either such case, upon such purchase or storage by Borrower, shall qualify as Eligible Inventory, in each case which constitutes a Hedging Contract.

     “ Hedged Value ” means, as to Hedged Eligible Inventory and such corresponding Hedging Contracts with respect thereto, an amount equal to the volume of such Hedged Eligible Inventory times the prices fixed in such corresponding Hedging Contract, minus (i) all related storage, transportation and other applicable costs of such Hedged Eligible Inventory, as set forth therein and (ii) the amount secured by any Broker Liens, other than Broker Liens on margin deposits with respect to such corresponding Hedging Contracts.

     “ Hedging Contract ” means (a) any agreement providing for options, swaps, floors, caps, collars, forward sales or forward purchases involving interest rates, commodities or commodity prices, equities, currencies, bonds, or indexes based on any of the foregoing, (b) any option, futures or forward contract traded on an exchange, and (c) any other derivative agreement or other similar agreement or arrangement.

     “ Highest Lawful Rate ” means, with respect to each Lender Party to whom Obligations are owed, the maximum nonusurious rate of interest that such Lender Party is permitted under applicable Law to contract for, take, charge, or receive with respect to such Obligations. All determinations herein of the Highest Lawful Rate, or of any interest rate determined by reference to the Highest Lawful Rate, shall be made separately for each Lender Party as appropriate to assure that the Loan Documents are not construed to obligate any Person to pay interest to any Lender Party at a rate in excess of the Highest Lawful Rate applicable to such Lender Party.

     “ Impacted Lender ” has the meaning given to such term in Section 2.10(a)(iii)(E).

     “ Indebtedness ” of any Person means each of the following:

     (a) its obligations for the repayment of borrowed money,

     (b) its obligations to pay the deferred purchase price of property or services (excluding trade account payables arising in the ordinary course of business), other than contingent purchase price or similar obligations incurred in connection with an acquisition and not yet earned or determinable,

     (c) its obligations evidenced by a bond, debenture, note or similar instrument,

     (d) its obligations, as lessee, constituting principal under Capital Leases,

     (e) its direct or contingent reimbursement obligations with respect to the face amount of letters of credit pursuant to the applications or reimbursement agreements therefor,

     (f) its obligations for the repayment of outstanding banker’s acceptances, whether matured or unmatured,

     (g) its obligations under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing if the obligation under such synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing is considered indebtedness for borrowed money for tax purposes but is classified as an operating lease in accordance with GAAP (excluding, to the extent included herein, operating leases entered into in the ordinary course of business), or

     (h) its obligations under guaranties of any obligations of any other Person described in the foregoing clauses (a) through (g).

     “ Initial Financial Statements ” means (i) the audited Consolidated financial statements of PAA as of December 31, 2007, and (ii) the unaudited Consolidated financial statements of PAA as of June 30, 2008.

     “ Interest Payment Date ” means (a) with respect to each Base Rate Loan, the last day of each March, June, September and December beginning December 31, 2008, and (b) with respect to each Eurodollar Loan, the last day of the Interest Period that is applicable thereto; provided that the last Business Day of each calendar month shall also be an Interest Payment Date for each such Loan so long as any Event of Default exists under Section 8.1(a) or (b).

     “ Interest Period ” means, with respect to each particular Eurodollar Loan in a Borrowing, the period specified in the Borrowing Notice or Continuation/Conversion Notice applicable thereto, beginning on and including the date specified in such Borrowing Notice or Continuation/Conversion Notice (which must be a Business Day), and ending one month thereafter (or 7 or 14 days thereafter, if specified by Borrower and available for each Lender); provided that: (a) any Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (b) any Interest Period which begins on the last Business Day in 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 in a calendar month; and (c) notwithstanding the foregoing, no Interest Period may be selected for a Loan to Borrower that would end after the Maturity Date.

     “ Investment ” means any investment made, directly or indirectly in any Person, whether by acquisition of shares of capital stock, indebtedness or other obligations or securities or by loan, advance, capital contribution or otherwise, and whether made in cash, by the transfer of property or by any other means.

     “ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

     “ Issuer Documents ” means with respect to any Letter of Credit, the LC Application, and any other document, agreement and instrument entered into by an LC Issuer and Borrower (or any Subsidiary) or by Borrower or any Subsidiary in favor of such LC Issuer and relating to any such Letter of Credit.

     “ Law ” means any statute, law, regulation, ordinance, rule, treaty, judgment, order, decree, permit, concession, franchise, license, agreement or other governmental restriction of the United States or Canada or any state, province, or political subdivision thereof or of any foreign country or any department, state, province or other political subdivision thereof.

     “ LC Advance ” means, with respect to each Lender, such Lender’s funding of its participation in any LC Borrowing in accordance with its Percentage Share. All LC Advances shall be denominated in Dollars.

     “ LC Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by an LC Issuer, which includes any electronic online letter of credit application/request system of any LC Issuer.

     “ LC-Backed Purchase Contracts ” has the meaning given to such term in Section 2.1(a).

     “ LC Borrowing ” means an extension of credit from an LC Issuer resulting from a drawing under any Letter of Credit which has not been reimbursed by Borrower on the date when made or refinanced as a Borrowing. All LC Borrowings shall be denominated in Dollars.

     “ LC Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

     “ LC Issuer ” means Bank of America, N.A., in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity. Administrative Agent may, with the consent of Borrower and the Lender in question, or Borrower may, with the consent of the Lender in question and notice to Administrative Agent, appoint any Lender hereunder as an LC Issuer in place of or in addition to Bank of America, N.A.

     “ LC Obligations ” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate outstanding amount of all Unreimbursed Amounts with respect to Letters of Credit that are not fully refinanced by a Borrowing and, without duplication, all LC Borrowings. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

     “ Lender Parties ” means Administrative Agent, LC Issuer and all Lenders.

     “ Lenders ” means each signatory hereto designated as a Lender, and the successors and permitted assigns of each such party as holder of a Note.

     “ Lender Schedule ” means Schedule II hereto.

     “ Letter of Credit ” means any letter of credit issued by LC Issuer hereunder at the application of Borrower pursuant to Section 2.10. For avoidance of doubt, Letter of Credit includes a commercial or documentary letter of credit and a standby letter of credit.

     “ Letter of Credit Expiration Date ” means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

     “ Letter of Credit Sublimit ” means, as at any date of determination, an amount equal to twenty percent (20%) of the Total Committed Amount. The Letter of Credit Sublimit is part of, and not in addition to, the Total Committed Amount.

     “ Liabilities ” means, as to any Person, all indebtedness, liabilities and obligations of such Person, whether matured or unmatured, liquidated or unliquidated, primary or secondary, direct or indirect, absolute, fixed or contingent, and whether or not required to be considered pursuant to GAAP.

     “ Lien ” means, with respect to any property or assets, any right or interest therein of a creditor to secure Liabilities owed to it or any other arrangement with such creditor which provides for the payment of such Liabilities out of such property or assets or which allows such creditor to have such Liabilities satisfied out of such property or assets prior to the general creditors of any owner thereof, including any lien, mortgage, security interest, pledge, deposit, production payment, rights of a vendor under any title retention or conditional sale agreement or lease substantially equivalent thereto, tax lien, mechanic’s or materialman’s lien, or any other charge or encumbrance for security purposes, whether arising by Law or agreement or otherwise, but excluding any right of offset which arises without agreement in the ordinary course of business. “Lien” also means any filed financing statement, any registration of a pledge (such as with an issuer of uncertificated securities), or any other arrangement or action which would serve to perfect a Lien described in the preceding sentence, regardless of whether such financing statement is filed, such registration is made, or such arrangement or action is undertaken before or after such Lien exists.

     “ Loan Documents ” means this Agreement, the Notes, the Letters of Credit, the LC Applications, the written Borrowing Notices, the Summary Collateral Reports, the PAA Guaranty and all other agreements, certificates, documents, instruments and writings at any time delivered in connection herewith or therewith (exclusive of term sheets and commitment letters).

     “ Loans ” means loans by Lenders to Borrower pursuant to Section 2.2.

     “ Majority Lenders ” means Lenders who have in the aggregate more than fifty percent (50%) of the Total Committed Amount; provided that the Commitment of, and the portion of the Total Committed Amount held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Lenders.

     “ Market Disruption Spread ” means zero unless a notice delivered pursuant to Section 3.6(b) is in effect, in which case, such spread shall be a rate per annum equal to 0.25%.

     “ Material Adverse Change ” means (a) a material and adverse change in (i) Borrower’s Consolidated financial condition, (ii) Borrower’s Consolidated operations, properties or prospects, considered as a whole, or (iii) Borrower’s ability to timely pay its Obligations, or (b) a material adverse effect on the enforceability of the material terms of any Loan Document.

     “ Maturity Date ” means 364 days from the Closing Date, unless terminated earlier in accordance with Section 8.1 or Section 10.10.

     “ Moody’s ” means Moody’s Investor Service, Inc., or its successor.

     “ Notes ” has the meaning given such term in Section 2.2 hereof.

     “ NYMEX ” means the New York Mercantile Exchange.

     “ Obligations ” means all Liabilities from time to time owing by Borrower to any Lender Party under or pursuant to any of the Notes and Letters of Credit, including all LC Obligations owing thereunder, or under or pursuant to any guaranty of the obligations of Borrower or under the Loan Documents. “ Obligation ” means any part of the Obligations.

     “ Outstanding Amount ” means on any date (i) with respect to Loans, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Loans occurring on such date; and (ii) with respect to any LC Obligations, the aggregate outstanding amount of such LC Obligations on such date after giving effect to any LC Credit Extension occurring on such date and any other changes in the aggregate amount of the LC Obligations as of such date, including as a result of any reimbursements by Borrower of Unreimbursed Amounts.

     “ PAA ” means Plains All American Pipeline, L.P., a Delaware limited partnership.

     “ PAA Credit Agreement ” means that certain Second Amended and Restated Credit Agreement [US/Canada Facilities] dated July 31, 2006 among PAA, PMC (Nova Scotia) Company, Plains Marketing Canada, L.P., Bank of America, N.A., as administrative agent, Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent, and the lenders named therein, as amended by First Amendment to Second Amended and Restated Credit Agreement dated July 31, 2007, as from time to time amended, supplemented or restated.

     “ PAA Debt Coverage Ratio ” means the “Debt Coverage Ratio” as defined in the PAA Credit Agreement.

     “ PAA Debt Rating ” means the rating then in effect by a Rating Agency with respect to the long term senior unsecured non-credit enhanced debt of PAA.

     “ PAA Guaranty ” means that certain Restated Guaranty Agreement of even date herewith by PAA in favor of Administrative Agent for the benefit of Lenders.

     “ Participant ” has the meaning specified in Section 10.5(d).

     “ Percentage Share ” means:

     (a) at any relevant time of determination during which the Commitments remain outstanding, a fraction (expressed as a percentage, carried out to the sixth decimal place), the numerator of which is the amount of the Commitment of such Lender at such time and the denominator of which is the amount of the Total Committed Amount at such time; and

     (b) at any relevant time of determination on or subsequent to the termination of the Commitments pursuant to Section 8.1, a fraction (expressed as a percentage, carried out to the sixth decimal place),

the numerator of which is the sum of

     (i) the Outstanding Amount of Loans of such Lender plus

     (ii) an amount equal to (A) (1) the Outstanding Amount of Loans of such Lender, divided by (2) the Outstanding Amount of all Loans of all Lenders, times (B) the Outstanding Amount of all LC Obligations, and

     the denominator of which is the Total Outstanding Amount.

     The initial Percentage Share of each Lender is set forth opposite the name of such Lender on Schedule II or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

     “ Permitted Inventory Liens ” means (i) any Lien, and the amount of any Liability secured thereby, on Petroleum Products inventory imposed by any governmental authority for taxes, assessments or charges not yet due or the validity of which is being contested in good faith and by appropriate proceedings, if necessary, for which adequate reserves are maintained on the books of Borrower in accordance with GAAP (so long as such Lien is inchoate) or (ii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s, or other like Liens (including, without limitation, Liens on property of Borrower in the possession of storage facilities, pipelines or barges) arising in the ordinary course of business for amounts which are not more than 60 days past due or the validity of which is being contested in good faith and by appropriate proceedings, if necessary, and for which adequate reserves are maintained on the books of Borrower in accordance with GAAP.

     “ Person ” means an individual, corporation, partnership, limited liability company, association, joint stock company, trust or trustee thereof, estate or executor thereof, unincorporated organization or joint venture, Governmental Authority, or any other legally recognizable entity.

     “ Petroleum Products ” means crude oil, condensate, natural gas, natural gas liquids (NGL’s), liquefied petroleum gases (LPG’s), refined petroleum products or any blend thereof.

     “ Plains Terminal ” means any storage terminal, tankage or facility owned by (i) Borrower or PAA, or (ii) by any Affiliate of Borrower or PAA that has executed and delivered a bailee letter in form and substance reasonably acceptable to Administrative Agent with respect to any Collateral stored at such terminal, tankage or facility.

     “ Pricing Grid ” means Schedule I attached hereto.

     “ Rating Agency ” means either S&P or Moody’s.

     “ Reference Bank ” means, at any time, the financial institution serving as Administrative Agent.

     “ Regulation D ” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect.

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

     “ Responsible Officer ” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of Borrower or Borrower’s general partner. Any document delivered hereunder that is signed by a Responsible Officer of Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of Borrower, and such Responsible Officer shall be conclusively presumed to have acted on behalf of Borrower.

     “ Restriction Exception ” means (i) any applicable Law or any instrument governing Indebtedness or equity interests, or any applicable Law or any other agreement relating to any property, assets or operations of a Person whose capital stock or other equity interests are acquired, in whole or part, by Borrower pursuant to an acquisition (whether by merger, consolidation, amalgamation or otherwise), as such instrument or agreement is in effect at the time of such acquisition (except with respect to Indebtedness incurred in connection with, or in contemplation of, such acquisition), or such applicable Law is then or thereafter in effect (as applicable), which is not applicable to Borrower, or the property, assets or operations of Borrower, other than the acquired Person, or the property, assets or operations of such acquired Person or such acquired Person’s Subsidiaries; provided that in the case of Indebtedness, the incurrence of such Indebtedness is not prohibited hereunder, (ii) provisions with respect to the disposition or distribution of assets in joint venture agreements or other similar agreements entered into in the ordinary course of business, (iii) (a) a lease, license or similar contract, which restricts in a customary manner the subletting, assignment, encumbrance or transfer of any property or asset that is subject thereto or the assignment, encumbrance or transfer of any such lease, license or other contract, (b) mortgages, deeds of trust, pledges or other security instruments, the entry into which does not result in a Default, securing indebtedness of Borrower, which restricts the transfer of the property subject to such mortgages, deeds of trust, pledges or other security instruments, or (c) customary provisions restricting disposition of, or encumbrances on, real property interests set forth in any reciprocal easements of Borrower, (iv) restrictions imposed pursuant to this Agreement and the other Loan Documents, (v) restrictions on the transfer or encumbrance of property or assets which are imposed by the holder of Liens on property or assets of Borrower, provided that neither the incurrence of such Lien nor any related Indebtedness results in a Default, (vi) any agreement to, directly or indirectly, sell or otherwise dispose of assets or equity interests to any Person pending the closing of such sale, provided that such sale is consummated in compliance with any applicable provisions of this Agreement, (vii) net worth provisions in leases and other agreements entered into by Borrower in the ordinary course of business, and (viii) an agreement governing Indebtedness incurred to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (iv) and (v) above; provided , however , that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to Borrower in any material respect as determined by its board of directors in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (iv) and (v).

     “ S&P ” means Standard & Poor’s Ratings Group (a division of McGraw Hill, Inc.) or its successor.

     “ Sale Value ” means, as to Hedged Eligible Inventory subject to sales contracts and such corresponding sales contracts with respect thereto, an amount equal to the volumes of such Hedged Eligible Inventory times the sale price with respect to which Lenders are financing the Cash and Carry Purchase (or refinancing the storage) thereof, minus all related storage, transportation and other applicable costs, as set forth therein.

     “ Security Documents ” means the instruments listed in the Security Schedule and all other security agreements, chattel mortgages, pledges, financing statements, continuation statements, extension agreements and other agreements or instruments now, heretofore, or hereafter delivered by Borrower to Administrative Agent in connection with this Agreement or any transaction contemplated hereby to secure or guarantee the payment of any part of the Obligations or the performance of Borrower’s other duties and obligations under the Loan Documents.

     “ Security Schedule ” means Schedule IV hereto.

     “ Subsidiary ” means, with respect to any Person, any corporation, association, partnership, limited liability company, joint venture, or other business or corporate entity, enterprise or organization which is directly or indirectly (through one or more intermediaries) controlled or owned more than fifty percent by such Person.

     “ Summary Collateral Report ” means a summary report with respect to the Collateral, as described in Section 6.2(d).

     “ Syndication Agent ” means BNP Paribas, and its successors in such capacity.

     “ Termination Event ” means (a) the occurrence with respect to any ERISA Plan of (i) a reportable event described in Sections 4043(c)(5) or (6) of ERISA or (ii) any other reportable event described in Section 4043(c) of ERISA other than a reportable event not subject to the provision for 30-day notice to the Pension Benefit Guaranty Corporation pursuant to a waiver by such corporation under Section 4043(a) of ERISA, or (b) the withdrawal of any ERISA Affiliate from an ERISA Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c) the filing of a notice of intent to terminate any ERISA Plan or the treatment of any ERISA Plan amendment as a termination under Section 4041 of ERISA, or (d) the institution of proceedings to terminate any ERISA Plan by the Pension Benefit Guaranty Corporation under Section 4042 of ERISA, or (e) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any ERISA Plan.

     “ Total Committed Amount ” means, at any time, the sum of the aggregate amount of Commitments at such time.

     “ Total Outstanding Amount ” means, at any time, the sum of (i) the Outstanding Amount of Loans at such time plus (ii) the Outstanding Amount of LC Obligations.

     “ Type ” means, with respect to any Loans, the characterization of such Loans as Base Rate Loans or Eurodollar Loans.

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

     “ Unreimbursed Amount ” has the meaning specified in Section 2.10(c)(i).

     Section 1.2. Exhibits and Schedules; Additional Definitions . All Exhibits and Schedules attached to this Agreement are a part hereof for all purposes.

     Section 1.3. Amendment of Defined Instruments . Unless the context otherwise requires or unless otherwise provided herein the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments and restatements of such agreement, instrument or document, provided that nothing contained in this section shall be construed to authorize any such renewal, extension, modification, amendment or restatement.

     Section 1.4. References and Titles . All references in this Agreement to Exhibits, Schedules, articles, sections, subsections and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any subdivisions are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation.” Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References to an “officer” or “officers” of Borrower shall mean and include officers of such Person or the controlling management entity of such Person as provided in such Person’s organizational documents, as applicable.

     Section 1.5. Calculations and Determinations . All calculations under the Loan Documents of interest chargeable with respect to Eurodollar Loans and of fees shall be made on the basis of actual days elapsed (including the first day but excluding the last) and a year of 360 days. All other calculations of interest made under the Loan Documents shall be made on the basis of actual days elapsed (including the first day but excluding the last) and a year of 365 or 366 days, as appropriate. Each determination by a Lender Party of amounts to be paid under Article III or any other matters which are to be determined hereunder by a Lender Party (such as any Eurodollar Rate, Business Day, Interest Period, or Reserve Percentage) shall, in the absence of manifest error, be conclusive and binding. Unless otherwise expressly provided herein or unless Majority Lenders otherwise consent all financial statements and reports furnished to any Lender Party hereunder shall be prepared and all financial computations and determinations pursuant hereto shall be made in accordance with GAAP.

     Section 1.6. Letter of Credit Amounts . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases,

whether or not such maximum stated amount is in effect at such time; provided , further , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic reductions in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the amount available to be drawn under such Letter of Credit at such time.

ARTICLE II — The Loans and Letters of Credit

     Section 2.1. Loans and Letters of Credit .

     (a)  Loans to Finance Hedged Eligible Inventory . During the Commitment Period, Borrower may request Lenders to make Loans to finance Hedged Eligible Inventory, specifying (i) volumes of Hedged Eligible Inventory to be subject to Cash and Carry Purchases or to be stored at or to remain stored at Approved Locations, including hedged price, Hedged Value and Approved Locations where such Hedged Eligible Inventory is stored or to be delivered and/or stored, (ii) any corresponding Hedging Contracts (including Master ISDA Agreements, counterparties and confirmations thereunder) covering such Hedged Eligible Inventory, and (iii) any corresponding sale contracts (with purchaser, date, volumes, prices and such other identifying information as Administrative Agent may reasonably request) pursuant to which Borrower has contracted to sell such Hedged Eligible Inventory, including specifying volumes, sale price and Sale Value.

     (b)  Letters of Credit Securing LC-Backed Purchase Contracts . Borrower may request one or more Letters of Credit pursuant to Section 2.10, naming the sellers of Hedged Eligible Inventory under such purchase contracts as Borrower may specify (“ LC-Backed Purchase Contracts ”), as beneficiaries; provided , Borrower shall specify to Administrative Agent the seller, date, volumes, prices and such other identifying information as Administrative Agent may reasonably request with respect to each such LC-Backed Purchase Contract. Each such Letter of Credit shall by its terms identify the specific LC-Backed Purchase Contracts to which it relates and shall automatically reduce upon receipt by the beneficiary thereof of any payments made by Borrower to such beneficiary for such Hedged Eligible Inventory referencing such Letter of Credit.

     Section 2.2. Commitments to Lend; Notes .

     (a) Loans . Subject to the terms and conditions hereof, each Lender agrees to make Loans to Borrower upon Borrower’s request from time to time during the Commitment Period, provided that (i) subject to Sections 3.3, 3.4 and 3.7, all Lenders are requested to make Loans of the same Type in accordance with their respective Percentage Shares and as part of the same Borrowing, (ii) immediately after giving effect to such Loans, the Total Outstanding Amount does not exceed the lesser of (x) ninety percent (90%) of the Sale Value of Financed Hedged Eligible Inventory (or Hedged Value, as to Financed Hedged Eligible Inventory not subject to sales contracts), and (y) the Total Committed Amount determined as of the date on which the requested Loans are to be made, and (iii) immediately after giving effect to such Loans, the Outstanding Amount of Loans by each Lender plus such Lender’s Percentage Share of the Outstanding Amount of LC Obligations does not exceed such Lender’s Commitment. The aggregate amount of all Loans in any Borrowing must be equal to $2,000,000 or any higher integral multiple of $250,000. The obligation of Borrower to repay to each Lender the aggregate

amount of all Loans made by such Lender to Borrower, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (herein called such Lender’s “ Note ”) made by Borrower payable to the order of such Lender in the form of Exhibit A with appropriate insertions. The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender to Borrower minus all payments of principal theretofore made by Borrower on such Note as provided herein. Interest on each Note shall accrue and be due and payable as provided herein and therein. Each Note shall be due and payable as provided herein and therein, and shall be due and payable in full on the Maturity Date. Subject to the terms and conditions of this Agreement, Borrower may borrow, repay, and reborrow under this Section 2.2. Borrower may have no more than seven Borrowings of Eurodollar Loans outstanding at any time. All payments of principal and interest on the Loans shall be made in Dollars.

     (b)  Increase in Total Committed Amount . Borrower shall have the right, without the consent of the Lenders but with the prior approval of Administrative Agent, such approval not to be unreasonably withheld, to cause from time to time an increase in the Total Committed Amount by adding to this Agreement one or more additional Lenders or by allowing one or more Lenders to increase their respective Commitments; provided however (i) no Event of Default shall have occurred hereunder which is continuing or would immediately result therefrom, (ii) no such increase shall result in the Total Committed Amount to exceed $1,200,000,000, and (iii) no Lender’s Commitment shall be increased without such Lender’s consent. Upon any increase in the aggregate Total Committed Amount pursuant to the foregoing, the Lenders hereby authorize the Agent and Borrower to make non-ratable borrowings and prepayments of the Loans, and if any such prepayment requires the payment of Eurodollar Loans, Borrower shall pay any required amounts pursuant to Section 3.7 other than on the last day of the applicable Interest Period, in order to ensure that the Loans of the Lenders shall be outstanding on a ratable basis in accordance with their Percentage Shares, and the Commitments shall be as set forth in a revised Schedule II, and no such borrowing or prepayment shall violate any provisions of this Agreement.

     Section 2.3. Requests for Loans .

     (a)  Borrowing Notices . Borrower must give to Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing. Each such notice constitutes a “Borrowing Notice” hereunder and must:

     (i) specify (A) the aggregate amount of any such Borrowing and the date on which Base Rate Loans are to be advanced, or (B) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and

     (ii) be received by Administrative Agent not later than 11:00 a.m., New York, New York time, on (A) the day on which any such Base Rate Loans are to be made, or (B) the third Business Day preceding the day on which any such Eurodollar Loans are to be made.

Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” attached hereto as Exhibit B, duly completed, accompanied by a Summary Collateral Report. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met, each Lender will on the date requested remit to Administrative Agent at its designated office not later than 1:00 p.m., New York, New York time, the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. All Borrowings of Loans shall be advanced in Dollars.

     (b)  Funding by Lenders; Presumption by Administrative Agent . Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon, New York, New York time, on the date of such Borrowing) that such Lender will not make available to Administrative Agent such Lender’s Percentage Share of such Borrowing, Administrative Agent may assume that such Lender has made such share available on such date in accordance with this Section 2.3 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by this Section 2.3) and may, in reliance upon such assumption, make available to Borrower a corresponding amount of such Borrowing. In such event, if a Lender has not in fact made its Percentage Share of the applicable Borrowing available to Administrative Agent, then such Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its Percentage Share of the applicable Borrowing to Administrative Agent and Administrative Agent makes such amount available to Borrower, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make or timely make such payment to Administrative Agent. A notice of Administrative Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

     Section 2.4. Continuations and Conversions of Existing Loans . Borrower may make the following elections with respect to Loans already outstanding: (i) to Convert, in whole or in part, Base Rate Loans to Eurodollar Loans, (ii) to Convert, in whole or in part, Eurodollar Loans to Base Rate Loans on the last day of the Interest Period applicable thereto, and (iii) to Continue, in whole or in part, Eurodollar Loans beyond the expiration of such Interest Period by designating a new Interest Period to take effect at the time of such expiration. In making such

elections, Borrower may combine existing Loans to Borrower made pursuant to separate Borrowings into one new Borrowing or divide existing Loans to Borrower made pursuant to one Borrowing into separate new Borrowings, provided that Borrower may have no more than seven Borrowings of Eurodollar Loans outstanding at any time. To make any such election, Borrower must give to Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of any such Conversion or Continuation of existing Loans, with a separate notice given for each new Borrowing. Each such notice constitutes a “Continuation/Conversion Notice” hereunder and must:

     (i) specify the existing Loans which are to be Continued or Converted;

     (ii) specify (A) the aggregate amount of any Borrowing of Base Rate Loans into which such existing Loans are to be Continued or Converted and the date on which such Continuation or Conversion is to occur, or (B) the aggregate amount of any Borrowing of Eurodollar Loans into which such existing Loans are to be Continued or Converted, the date on which such Continuation or Conversion is to occur (which shall be the first day of the Interest Period which is to apply to such Eurodollar Loans), and the length of the applicable Interest Period; and

     (iii) be received by Administrative Agent not later than 11:00 a.m. New York, New York time, on (i) the day on which any such Continuation or Conversion to Base Rate Loans is to occur, or (ii) the third Business Day preceding the day on which any such Continuation or Conversion to Eurodollar Loans is to occur.

Each such written request or confirmation must be made in the form and substance of the “Continuation/Conversion Notice” attached hereto as Exhibit C, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Continuation/Conversion Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. Each Continuation/Conversion Notice shall be irrevocable and binding on Borrower. During the continuance of any Default, Borrower may not make any election to Convert existing Loans into Eurodollar Loans or Continue existing Loans as Eurodollar Loans beyond the expiration of their respective and corresponding Interest Period then in effect. If (due to the existence of a Default or for any other reason) Borrower fails to timely and properly give any Continuation/Conversion Notice with respect to a Borrowing of existing Eurodollar Loans at least three days prior to the end of the Interest Period applicable to such Eurodollar Loans, any such Eurodollar Loans, to the extent not prepaid at the end of such Interest Period, shall automatically be Converted into Base Rate Loans at the end of such Interest Period. No new funds shall be repaid by Borrower or advanced by any Lender in connection with any Continuation or Conversion of existing Loans pursuant to this section, and no such Continuation or Conversion shall be deemed to be a new advance of funds for any purpose; such Continuations and Conversions merely constitute a change in the interest rate applicable to such already outstanding Loans.

     Section 2.5. Use of Proceeds . Borrower shall use all Loans to refinance outstanding indebtedness under the Existing Agreement, to finance Hedged Eligible Inventory and to refinance Unreimbursed Amounts. Any Loans used to purchase Hedged Eligible Inventory under LC-Backed Purchase Contracts shall be used by Borrower on the date of such Loan to pay

the sellers thereunder, with reference in each case to the outstanding Letter of Credit issued with respect to such LC-Backed Purchase Contract, and Borrower shall provide documentation to Administrative Agent with respect thereto. Borrower shall use all Letters of Credit solely for the purposes set forth in Section 2.10(d). In no event shall the funds from any Loans or any Letters of Credit be used directly or indirectly by any Person for personal, family, household or agricultural purposes or for the purpose, whether immediate, incidental or ultimate, of purchasing, acquiring or carrying any “margin stock” (as such term is defined in Regulation U promulgated by the Board of Governors of the Federal Reserve System) or to extend credit to others directly or indirectly for the purpose of purchasing or carrying any such margin stock. Borrower represents and warrants that it is not engaged principally, or as one of its important activities, in the business of extending credit to others for the purpose of purchasing or carrying such margin stock.

     Section 2.6. Interest Rates and Fees .

     (a)  Interest Rates .

          (i) Each Loan shall bear interest as follows: (A) unless the Default Rate shall apply, each Base Rate Loan shall bear interest on each day outstanding at the Base Rate plus the Applicable Margin in effect on such day, and each Eurodollar Loan shall bear interest on each day during the related Interest Period at the related Eurodollar Rate plus the Applicable Margin in effect on such day, and (B) during a Default Rate Period, all Loans shall bear interest on each day outstanding at the applicable Default Rate.

          (ii) If an Event of Default based upon Section 8.1(a), Section 8.1(b) or Section 8.1(h)(i), (h)(ii) or (h)(iii) exists and the Loans are not bearing interest at the Default Rate, the past due principal and past due interest shall bear interest on each day outstanding at the applicable Default Rate.

          (iii) The interest rate shall change whenever the applicable Base Rate, Eurodollar Rate or Applicable Margin changes. In no event shall the interest rate on any Loan exceed the Highest Lawful Rate.

     (b)  Upfront Fee . In consideration of each Lender’s Commitment, Borrower will pay to Administrative Agent for the account of each Lender in proportion to its Percentage Share, an upfront fee as agreed to between Borrower, Administrative Agent and Lenders, due and payable on the date hereof.

     (c)  Commitment Fee, Reductions of Commitments . The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Percentage Share, a commitment fee equal to the Commitment Fee Rate times the actual daily amount by which the Total Committed Amount exceeds the sum of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of LC Obligations; provided , such commitment fee shall cease to accrue or be deemed to have accrued, or be owing or payable by Borrower to Administrative Agent for the account of any Lender with respect to such Lender’s Percentage Share during any period that such Lender constitutes a Defaulting Lender as described in clauses (a), (d) or (e) of the definition thereof. Subject to the proviso set forth in the immediately preceding sentence, the commitment fee shall accrue at all times during the Commitment Period, including at any time

during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Commitment Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the applicable Commitment Fee Rate separately for each period during such quarter that such applicable Commitment Fee Rate was in effect. Borrower shall have the right from time to time to permanently reduce the Total Committed Amount, provided that (A) notice of such reduction is given not less than two Business Days prior to such reduction, (B) the resulting Total Committed Amount is not less than the Total Outstanding Amount, and (C) each partial reduction shall be in an amount at least equal to $1,000,000 and in multiples of $1,000,000 in excess thereof.

     Section 2.7. Optional Prepayments . Borrower may, upon three Business Days’ notice, as to Eurodollar Loans, or same Business Day’s notice, as to Base Rate Loans, to Administrative Agent (and Administrative Agent will promptly give notice to the other Lenders) from time to time and without premium or penalty (other than any amounts due under Section 3.7 hereof with respect to prepayments of any Eurodollar Loans) prepay the Loans, in whole or in part, so long as the aggregate amounts of all partial prepayments of principal on the Loans equals $2,500,000 or any higher integral multiple of $250,000. Upon receipt of any such notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. Each prepayment of principal of a Loan under this section shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to this section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such prepayment. Following notice by Borrower pursuant to the foregoing, Borrower shall make such prepayment, and the prepayment amount specified in such notice shall be due and payable, on the date specified in such notice.

     Section 2.8. Mandatory Prepayments and Payments .

     (a) If at any time the Total Outstanding Amount exceeds the lesser of (x) ninety percent (90%) of the Sale Value of Financed Hedged Eligible Inventory (or Hedged Value, as to Financed Hedged Eligible Inventory not subject to sales contracts), and (y) the Total Committed Amount determined as of such date, whether as a result of any investment-grade counterparty with respect to any Financed Hedged Eligible Inventory ceasing to maintain its investment grade rating, or otherwise, Borrower shall within one Business Day prepay the principal of the Loans in an amount at least equal to such excess. Each prepayment of principal under this section shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to this section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such prepayment.

     (b) If any contract pursuant to which the Sale Value of any Financed Hedged Eligible Inventory is modified, sold or exchanged in any way that would negatively affect the Sale Value of such Financed Hedged Eligible Inventory with respect thereto, Borrower shall immediately (i) notify Administrative Agent of such decreased Sale Value, and (ii) prepay any outstanding Loans with respect to such Financed Hedged Eligible Inventory as may be required pursuant to Section 2.8(a) above.

     (c) Each Loan by a Lender hereunder shall be due and payable on the Maturity Date, accompanied by all interest then accrued and unpaid on such Loan.

     Section 2.9. Reserved.

     Section 2.10. Letters of Credit.

     (a)  The Letter of Credit Commitment .

          (i) Subject to the terms and conditions set forth herein, (A) LC Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) Lenders severally agree to participate in Letters of Credit issued for the account of Borrower and any drawings thereunder; provided that after giving effect to any LC Credit Extension with respect to any Letter of Credit, (I) the Total Outstanding Amount does not exceed the lesser of (x) ninety percent (90%) of the Sale Value of Financed Hedged Eligible Inventory (or Hedged Value, as to Financed Hedged Eligible Inventory not subject to sales contracts), and (y) the Total Committed Amount, (II) the Outstanding Amount of Loans of any Lender, plus such Lender’s Percentage Share of the Outstanding Amount of all LC Obligations shall not exceed such Lender’s Commitment and (III) the Outstanding Amount of the LC Obligations shall not exceed the Letter of Credit Sublimit. Each request by Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the LC Credit Extension so requested complies with the conditions set forth in the provisos to the preceding sentence. Each Letter of Credit shall be used to secure the Cash and Carry Purchase by Borrower of Hedged Eligible Inventory pursuant to an LC-Backed Purchase Contract and be substantially in the form of Exhibit E hereto or such other form and terms as shall be acceptable to LC Issuer in its sole and absolute discretion. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Letters of Credit outstanding under the Existing Agreement as of the Closing Date shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

          (ii) An LC Issuer shall not issue any Letter of Credit, if:

               (A) the expiry date of such requested Letter of Credit would occur more than 70 days after the date of issuance or last extension, unless the Majority Lenders have approved such expiry date; or

               (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.

          (iii) An LC Issuer shall not be under any obligation to issue any Letter of Credit if:

               (A) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over it shall by its terms purport to enjoin or restrain LC Issuer from issuing such Letter of Credit, or any Law applicable to LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over LC Issuer shall prohibit, or request or direct LC Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon LC Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which LC Issuer is not otherwise permitted hereunder to be compensated hereunder) not in effect on the Closing Date, or shall impose upon LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which LC Issuer is otherwise permitted hereunder to be compensated hereunder) and which LC Issuer in good faith deems material to it;

               (B) except as otherwise agreed by Administrative Agent and LC Issuer, such Letter of Credit is in an initial stated amount less than $100,000;

               (C) such Letter of Credit is to be denominated in a currency other than Dollars; or

               (D) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or

               (E) a default of any Lender’s obligations to fund under Section 2.10(c) exists or any Lender is at such time a Defaulting Lender or Impacted Lender hereunder, unless the LC Issuer shall have entered into arrangements satisfactory to LC Issuer with the Borrower or such Lender to make available funds, guaranty or other security satisfactory to LC Issuer for so long as such Letter of Credit is outstanding in an amount sufficient to eliminate the LC Issuer’s risk with respect to such Lender’s Percentage Share of such Letter of Credit. As used herein, “ Impacted Lender ” means any Lender as to which (a) the LC Issuer has a good faith belief that such Lender has defaulted in fulfilling its obligations under one or more other syndicated credit facilities or (b) an entity that controls such Lender has been deemed insolvent or become subject to a bankruptcy or other similar proceeding.

          (iv) An LC Issuer shall not amend any Letter of Credit if LC Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

          (v) An LC Issuer shall be under no obligation to amend any Letter of Credit if (A) LC Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

          (vi) An LC Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and an LC Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by LC Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included LC Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to LC Issuer.

     (b)  Procedures for Issuance and Amendment of Letters of Credit .

          (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of Borrower delivered to LC Issuer (with a copy to Administrative Agent) in the form of a printed LC Application, appropriately completed and signed by a Responsible Officer of Borrower or an electronic LC Application initiated by Borrower pursuant to LC Issuer’s online electronic letter of credit application/request system. Such LC Application must be received by LC Issuer and Administrative Agent not later than 11:00 a.m. (New York, New York time) at least two Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Letter of Credit; or such later date and time as Administrative Agent and LC Issuer may agree in a particular instance in their sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such LC Application shall specify in form and detail satisfactory to LC Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) any modification in respect of Rule 3.14 of the ISP, and (H) such other matters as LC Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such LC Application shall specify in form and detail satisfactory to LC Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment (including any modification in respect of Rule 3.14 of the ISP); and (D) such other matters as LC Issuer may reasonably require. Additionally, Borrower shall furnish to LC Issuer and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as LC Issuer or Administrative Agent may reasonably require.

          (ii) Promptly after receipt of any LC Application, LC Issuer will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has received a copy of such LC Application and, if not, LC Issuer will provide Administrative Agent with a copy thereof. Unless LC Issuer has received written notice from Administrative Agent (who hereby agrees to provide contemporaneous notice to Borrower) or Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, specifying in reasonable detail the relevant condition or conditions not then satisfied, and the basis for such assertion, and such condition or conditions, as applicable, remain unsatisfied on such requested date of issuance or amendment, then, subject to the terms and conditions hereof, LC Issuer shall, on the requested date, issue a Letter of Credit for the account of Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with LC Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such LC Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Percentage Share, as applicable, times the amount of such Letter of Credit.

          (iii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, LC Issuer will also deliver to the appropriate Borrower and Administrative Agent a true and complete copy of such Letter of Credit or amendment.

     (c)  Drawings and Reimbursements; Funding of Participations .

          (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, LC Issuer shall notify Borrower and Administrative Agent thereof. If LC Issuer shall give notice to Borrower prior to 11:00 a.m. (New York, New York time) on the date of any payment by LC Issuer under a Letter of Credit (such date, an “ Honor Date ”), Borrower shall reimburse LC Issuer through Administrative Agent in an amount equal to the amount of such drawing (and if LC Issuer shall give notice to Borrower at or after such time, Borrower shall reimburse LC Issuer by such time on the following Business Day). If Borrower fails to so reimburse LC Issuer by the applicable time, Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “ Unreimbursed Amount ”), and the amount of such Lender’s Percentage Share thereof. In such event, Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.1 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Total Committed Amount, as applicable, and the conditions set forth in Article IV (without giving effect to Borrower’s failure to so reimburse LC Issuer as provided in this Section 2.10(c)(i) above). Any notice given by LC Issuer or Administrative Agent pursuant to this Section 2.10(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

          (ii) Each Lender shall upon any notice pursuant to Section 2.10(c)(i) prior to 11:00 a.m. (New York, New York time), make funds available to Administrative Agent for the account of LC Issuer, in Dollars at Administrative Agent’s Office in an amount equal to such Lender’s Percentage Share of the Unreimbursed Amount not later than 1:00 p.m. (New York, New York time) on the Business Day specified in such notice by Administrative Agent (and, if such notice pursuant to Section 2.10(c)(i) is at or after 11:00 a.m. (New York, New York time), each Lender shall make such funds available not later than 1:00 p.m. (New York, New York time) on the following Business Day), whereupon, subject to the provisions of Section 2.10(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to Borrower in such amount. Administrative Agent shall remit the funds so received to LC Issuer in Dollars.

          (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in Article IV (without giving effect to Borrower’s failure to reimburse LC Issuer as provided in Section 2.10(c)(i)) cannot be satisfied, because LC Issuer’s notice pursuant to Section 2.10(c)(i) is at or after 11:00 a.m. (New York, New York time) or for any other reason, Borrower shall be deemed to have incurred from LC Issuer an LC Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which LC Borrowing shall be due and payable on the second Business Day following the corresponding Honor Date (together with interest) and shall bear interest on the amount thereof from time to time outstanding at the Base Rate in effect from time to time, and if not repaid by 11:00 a.m. (New York, New York time) on such second succeeding Business Day, shall thereafter bear interest on the amount thereof from time to time outstanding at the Default Rate. In such event, each Lender’s payment to Administrative Agent for the account of LC Issuer pursuant to Section 2.10(c)(ii) shall be deemed payment in respect of its participation in

such LC Borrowing and shall constitute an LC Advance from such Lender in satisfaction of its participation obligation under this Section 2.10.

          (iv) Until each Lender funds its Loan or LC Advance pursuant to this Section 2.10(c) to reimburse LC Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Percentage Share of such amount shall be solely for the account of LC Issuer.

          (v) Each Lender’s obligation to make Loans or LC Advances to reimburse LC Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.10(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against LC Issuer, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Lender’s obligation to make Loans pursuant to this Section 2.10(c) is subject to the amount of unutilized portion of the Total Committed Amount, and the conditions set forth in Article IV (without giving effect to Borrower’s failure to so reimburse LC Issuer pursuant to Section 2.10(c)(i) above). No such making of an LC Advance shall relieve or otherwise impair the obligation of Borrower to reimburse LC Issuer for the amount of any payment made by LC Issuer under any Letter of Credit issued at the request of Borrower, together with interest as provided herein.

          (vi) If any Lender fails to make available to Administrative Agent for the account of LC Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.10(c) by the time specified in Section 2.10(c)(ii), LC Issuer shall be entitled to recover from such Lender (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to LC Issuer at a rate per annum equal to the greater of (a) the Federal Funds Rate, and (b) a rate determined by LC Issuer in accordance with banking industry rules on interbank compensation. A certificate of LC Issuer submitted to any Lender (through Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

          (vii) In the event Borrower or any Lender shall have made available funds to LC Issuer as contemplated pursuant to Section 2.10(a)(iii)(E) with respect to LC Issuer’s risk with respect to any Lender’s Percentage Share of any Letter of Credit: (x) with respect to any such funds made available by Borrower, upon any notice by LC Issuer to Borrower of any payment by LC Issuer under such Letter of Credit pursuant to Section 2.10(c)(i) above, Borrower may request that such funds be applied in partial satisfaction of Borrower’s reimbursement obligations thereunder with respect thereto (and if such funds are not so applied and Borrower reimburses LC Issuer pursuant to such Section 2.10(c)(i) with respect to such payment by LC Issuer under such Letter of Credit, LC I