CREDIT AGREEMENT

EXECUTION COPY

Exhibit 10.1

Published CUSIP Number:                                          

CREDIT AGREEMENT

Dated as of November 21, 2007

among

EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.
and
WYOMING INTERSTATE COMPANY, LTD.,
as the Borrowers,

EL PASO PIPELINE PARTNERS, L.P.
as the Parent Guarantor

BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender
and L/C Issuer,

and

The Other Lenders Party Hereto

BANC OF AMERICA SECURITIES LLC,
JPMORGAN CHASE SECURITIES, INC.
and
CITIGROUP GLOBAL MARKETS INC.
Joint Lead Arrangers and Joint Book Running Managers

TABLE OF CONTENTS

Section		Page
Article I. DEFINITIONS AND ACCOUNTING TERMS			1
1.01 Defined Terms			1
1.02 Other Interpretive Provisions			24
1.03 Accounting Terms			24
1.04 Rounding			25
1.05 Times of Day			25
1.06 Letter of Credit Amounts			25
Article II. THE COMMITMENTS AND CREDIT EXTENSIONS			25
2.01 Committed Loans			25
2.02 Borrowings, Conversions and Continuations of Committed Loans			25
2.03 Letters of Credit			27
2.04 Swing Line Loans			34
2.05 Prepayments			37
2.06 Termination or Reduction of Commitments			38
2.07 Repayment of Loans			38
2.08 Interest			38
2.09 Fees			39
2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate			40
2.11 Evidence of Debt			40
2.12 Payments Generally; Administrative Agent’s Clawback			41
2.13 Sharing of Payments by Lenders			43
2.14 Extension of Scheduled Maturity Date			43
2.15 Increase in Commitments			44
2.16 Term-Out Option			45
2.17 Additional Borrowers			45
2.18 Liability of Borrowers; Appointment of Opco as Agent for the Subsidiary Borrowers			47
2.19 Additional Guarantors			47
2.20 Unrestricted Subsidiaries			48
Article III. TAXES, YIELD PROTECTION AND ILLEGALITY			48
3.01 Taxes			48
3.02 Illegality			50

Section		Page
3.03 Inability to Determine Rates			50
3.04 Increased Costs			50
3.05 Compensation for Losses			52
3.06 Mitigation Obligations; Replacement of Lenders			52
3.07 Survival			53
Article IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS			53
4.01 Conditions of Initial Credit Extension			53
4.02 Conditions to all Credit Extensions			55
Article V. REPRESENTATIONS AND WARRANTIES			55
5.01 Existence, Qualification and Power			55
5.02 Authorization; No Contravention			55
5.03 Governmental Authorization; Other Consents			55
5.04 Binding Effect			55
5.05 Financial Statements; No Material Adverse Effect			56
5.06 Litigation			56
5.07 No Default			56
5.08 Ownership of Property; Liens			56
5.09 Environmental Compliance			56
5.10 Taxes			56
5.11 ERISA Compliance			56
5.12 Subsidiaries; Equity Interests			57
5.13 Margin Regulations; Investment Company Act; Use of Proceeds			57
5.14 Disclosure			57
5.15 Compliance with Laws			57
Article VI. AFFIRMATIVE COVENANTS			58
6.01 Financial Statements			58
6.02 Certificates; Other Information			59
6.03 Notices			60
6.04 Preservation of Existence, Etc			61
6.05 Maintenance of Properties			61
6.06 Maintenance of Insurance			61
6.07 Compliance with Laws			61
6.08 Books and Records			62
6.09 Inspection Rights			62
6.10 Use of Proceeds			62

Section		Page
6.11 Maintenance of Separateness			62
Article VII. NEGATIVE COVENANTS			62
7.01 Liens			62
7.02 Certain Investments			64
7.03 Indebtedness			64
7.04 Fundamental Changes			65
7.05 Dispositions			66
7.06 Restricted Payments			67
7.07 Change in Nature of Business			67
7.08 Transactions with Affiliates			67
7.09 Burdensome Agreements			67
7.10 Amendment to Organization Documents			68
7.11 Use of Proceeds			68
7.12 Leverage Ratio			68
7.13 Unrestricted Subsidiaries			68
7.14 Swap Contracts			69
Article VIII. EVENTS OF DEFAULT AND REMEDIES			69
8.01 Events of Default			69
8.02 Remedies Upon Event of Default			71
8.03 Application of Funds			71
Article IX. ADMINISTRATIVE AGENT			72
9.01 Appointment and Authority			72
9.02 Rights as a Lender			72
9.03 Exculpatory Provisions			73
9.04 Reliance by Administrative Agent			73
9.05 Delegation of Duties			74
9.06 Resignation of Administrative Agent			74
9.07 Non-Reliance on Administrative Agent and Other Lenders			74
9.08 No Other Duties, Etc			75
9.09 Administrative Agent May File Proofs of Claim			75
9.10 Guaranty Matters			75
Article X. MISCELLANEOUS			76
10.01 Amendments, Etc			76
10.02 Notices; Effectiveness; Electronic Communication			77
10.03 No Waiver; Cumulative Remedies			79

Section		Page
10.04 Expenses; Indemnity; Damage Waiver			79
10.05 Payments Set Aside			81
10.06 Successors and Assigns			82
10.07 Treatment of Certain Information; Confidentiality			85
10.08 Right of Setoff			86
10.09 Interest Rate Limitation			86
10.10 Counterparts; Integration; Effectiveness			86
10.11 Survival of Representations and Warranties			87
10.12 Severability			87
10.13 Replacement of Lenders			87
10.14 Governing Law; Jurisdiction; Etc			88
10.15 Waiver of Jury Trial			88
10.16 No Advisory or Fiduciary Responsibility			89
10.17 USA PATRIOT Act Notice			89
10.18 ENTIRE AGREEMENT			89
SIGNATURES			S-1

SCHEDULES
2.01 Commitments
5.09 Environmental Compliance
5.12 Subsidiaries; Other Equity Investments
7.01 Existing Liens
7.03 Existing Indebtedness
7.09 Burdensome Agreements
10.02 Administrative Agent’s Office; Certain Addresses for Notices
EXHIBITS
Form of
A            Committed Loan Notice
B             Swing Line Loan Notice
C             Note
D             Compliance Certificate
E             Assignment and Assumption
F-1          Parent Guaranty
F-2          Opco Guaranty
F-3          Subsidiary Guaranty
G-1          Legal Opinion (Bracewell and Giuliani LLP)
G-2          Legal Opinion (General Counsel of General Partner)
G-3          Legal Opinion (Colorado Counsel)
H            Additional Borrower Counterpart

CREDIT AGREEMENT

     This CREDIT AGREEMENT (“ Agreement ”) is entered into as of November 21, 2007, among EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C., a Delaware limited liability company (“ Opco ”), WYOMING INTERSTATE COMPANY, LTD., a Colorado limited partnership (“ WIC ”), the Additional Borrowers that may from time to time become party hereto (together with Opco and WIC, the “ Borrowers ” and each individually, a “ Borrower ”), EL PASO PIPELINE PARTNERS, L.P., a Delaware limited partnership (the “ MLP ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), and BANK OF AMERICA, N.A. , as Administrative Agent, Swing Line Lender and L/C Issuer.

     Each Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein.

     In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

      1.01 Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

     “ Acquired Assets ” has the meaning set forth in the definition of “Initial Asset Acquisition”.

     “ Acquisition ” means an acquisition of Equity Interests or other assets.

     “ Acquisition Period ” means the period beginning with the date on which payment of the purchase price for a Specified Acquisition is made and ending on the earlier of (a) the Quarter-End Date that occurs on or after the third full fiscal quarter following such date, (b) the date on which the MLP notifies the Administrative Agent that it desires to end the Acquisition Period for such Specified Acquisition, and (c) the date on which the MLP is in compliance with Section 7.12(a) (without giving affect to the proviso in Section 7.12(a) ); provided that during any Acquisition Period, no additional Acquisition Period shall commence, nor shall such Acquisition Period be extended, by any subsequent Specified Acquisition until the current Acquisition Period shall have terminated and the MLP shall be in compliance with Section 7.12(a) (without giving affect to the proviso in Section 7.12(a) ). As used above, “ Specified Acquisition ” means an Acquisition by the MLP, any Borrower or any of their Restricted Subsidiaries (a) for which the purchase price exceeds $25,000,000, and (b) which is designated by the MLP or Opco (by written notice to the Administrative Agent) as a “Specified Acquisition”.

     “ Additional Borrower ” means a Restricted Subsidiary of Opco that is a Borrower under this Agreement pursuant to Section 2.17 .

     “ Additional Borrower Counterpart ” has the meaning specified in Section 2.17 .

     “ Additional Borrower Sublimit ” means with respect to each Additional Borrower, the lesser of the borrowing sublimit set forth on the Additional Borrower Counterpart of such Additional Borrower and the Aggregate Commitments. Each Additional Borrower Sublimit is part of, and not in addition to, the Aggregate Commitments.

     “ Administrative Agent ” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

     “ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify to the Borrowers and the Lenders.

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

     “ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

     “ Aggregate Commitments ” means the Commitments of all the Lenders.

     “ Agreement ” means this Credit Agreement.

     “ Alternate Program ” of a Person means any program providing for the sale or other Disposition of trade or other receivables and related assets entered into by such Person on terms customary for such a financing transaction.

     “ Applicable Percentage ” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time. If the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments.

     “ Applicable Rate ” means, from time to time during any time that the MLP does not have a Debt Rating, the following percentages per annum, based upon the Leverage Ratio of the MLP as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a) .

Applicable Rate

										Eurodollar Rate
		Leverage Ratio								and
Pricing Level		of the MLP				Facility Fee				Letters of Credit				Utilization Fee				Base Rate
1		< 3.00 to 1.0					0.100	%			0.350	%			0.100	%			0	%
2		³ 3.00 to 1.0 but
		< 3.75 to 1.0					0.125	%			0.425	%			0.100	%			0	%
3		³ 3.75 to 1.0 but
		< 4.50 to 1.0					0.150	%			0.500	%			0.100	%			0	%
4		³ 4.50 to 1.0					0.175	%			0.575	%			0.100	%			0	%

Any increase or decrease in the Applicable Rate resulting from a change in the Leverage Ratio of the MLP shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a) ; provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 4 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered until the first Business Day after the date on which the Compliance Certificate is delivered. The initial Leverage Ratio of the MLP shall be determined as of the Closing Date pursuant to the certificate delivered by the MLP as of the Closing Date pursuant to Section 4.01(a)(ix).

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10 .

If at any time the MLP shall have a Debt Rating, then during such time that the MLP has a Debt Rating “Applicable Rate” shall mean the following percentages per annum, based upon the Debt Rating:

Applicable Rate
										Eurodollar Rate
		Debt Rating								and
Pricing Level		S&P/Moody’s/Fitch				Facility Fee				Letters of Credit				Utilization Fee				Base Rate
1			³ A- / A3 / A-				0.050	%			0.200	%			0.050	%			0	%
2		BBB+ / Baal / BBB+					0.070	%			0.230	%			0.050	%			0	%
3		BBB / Baa2 / BBB					0.090	%			0.310	%			0.050	%			0	%
4		BBB- / Baa3 / BBB-					0.110	%			0.440	%			0.050	%			0	%
5		< BBB- / Baa3 / BBB-					0.125	%			0.575	%			0.050	%			0	%

“ Debt Rating ” means, as of any date of determination, the rating as determined by either S&P, Moody’s or Fitch (collectively, the “ Debt Ratings ”) of the MLP’s non-credit-enhanced, senior unsecured long-term debt; provided that, in the event the ratings are different (i) if three ratings are available, either (a) the majority rating will govern, if two ratings are the same, or (b) the middle rating will govern, if all three ratings differ, (ii) if only two ratings are available, the higher rating will govern, unless there is more than one level between the ratings and then the level one below the higher rating will apply, and (iii) if only one rating is available, such available rating will govern.

From and after the date of receipt by the MLP of a Debt Rating, the Applicable Rate shall be determined based upon such Debt Rating. Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change.

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

     “ Arranger ” means either Banc of America Securities LLC, JPMorgan Chase Securities, Inc. or Citigroup Global Markets Inc., in their respective capacities as joint lead arrangers and joint book running managers. As used herein, the term “Arranger” shall mean “each Arranger” or the “applicable Arranger” as the context may require.

     “ Assets ” means, with respect to any Person, all or any part of its business, property, rights, interests and assets, both tangible and intangible (including Equity Interests in any Person), wherever situated.

     “ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

     “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.06(b) ), and

accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent.

     “ Attributable Indebtedness ” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

     “ Audited Financial Statements ” means the audited financial statements for WIC set forth in the MLP Registration Statement.

     “ Availability Period ” means, for any Lender, the period from and including the Closing Date to the earliest of (a) the Scheduled Maturity Date for such Lender, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.05(e) , and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02 .

     “ Available Amount ” means the amount of Loans and Letters of Credit that Opco would be permitted to obtain on the Closing Date after giving effect to the MLP Offering Closing, the receipt of proceeds therefrom and the Credit Extensions made on the Closing Date, based on Opco’s pro forma Leverage Ratio set forth in the certificate delivered on the Closing Date pursuant to Section 4.01(a)(ix) .

     “ Bank of America ” means Bank of America, N.A. and its successors.

     “ Base Rate ” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’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 Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

     “ Base Rate Committed Loan ” means a Committed Loan that is a Base Rate Loan.

     “ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.

     “ Borrower ” and “ Borrowers ” have the meanings specified in the introductory paragraph hereto.

     “ Borrower Materials ” has the meaning specified in Section 6.02 .

     “ Borrowing ” means a Committed Borrowing or a Swing Line Borrowing, as the context may require.

     “ Borrowing Sublimit ” shall mean with respect to any Subsidiary Borrower, the WIC Sublimit or the Additional Borrower Sublimit of such Subsidiary Borrower, as applicable.

     “ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

     “ Business Entity ” means a partnership, limited partnership, limited liability partnership, corporation (including a business trust), limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity.

     “ Cash Collateralize ” has the meaning specified in Section 2.03(g) .

     “ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

     “ Change of Control ” means an event or series of events by which:

     (a) EPC fails to own directly or indirectly more than 50% of the Equity Interests of the General Partner entitled to vote for members of the board of directors or equivalent governing body of the General Partner on a fully-diluted basis; or

     (b) the MLP fails to own directly or indirectly 100% of the Equity Interests of Opco.

     “ CIG ” means Colorado Interstate Gas Company, a Delaware general partnership.

     “ Closing Date ” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01 .

     “ Code ” means the Internal Revenue Code of 1986.

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

     “ Commitment ” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrowers pursuant to Section 2.01 , (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

     “ Committed Borrowing ” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01 .

     “ Committed Loan ” has the meaning specified in Section 2.01 . In the event that Opco elects the Term-Out option pursuant to Section 2.16 , “Committed Loans” shall mean the Term Loans thereafter.

     “ Committed Loan Notice ” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a) , which, if in writing, shall be substantially in the form of Exhibit A .

     “ Compliance Certificate ” means a certificate substantially in the form of Exhibit D .

     “ Consolidated EBITDA ” means, for any period, (x) for the MLP or for any Restricted Subsidiary, on a consolidated basis, an amount equal to Consolidated Net Income for such Person and its Restricted Subsidiaries for such period, and (y) for an Unrestricted Subsidiary, on a consolidated basis, an amount equal to Consolidated Net Income for such Unrestricted Subsidiary and its Subsidiaries

      plus

     (a) the following to the extent deducted, or otherwise not included, in calculating such Consolidated Net Income:

     (i) (A) interest expense and (B) charges in connection with the payment, repayment redemption, defeasance, early retirement or refinancing of any Indebtedness;

     (ii) income tax expense,

     (iii) depreciation and amortization expense

     (iv) losses from sales of assets outside the ordinary course of business,

     (v) non-cash extraordinary items and non-cash impairment charges,

     (vi) non-recurring noncash charges;

     (vii) cash distributions actually received from Unrestricted Subsidiaries, from Joint Venture Entities and from GP LLCs, provided that such distributions are received within forty-five (45) days after the end of such period ( provided, however , that in calculating the Consolidated EBITDA of any Person for any four-quarter period, the aggregate amount of cash distributions from Unrestricted Subsidiaries and from Unregulated GP LLCs added to Consolidated Net Income of such Person pursuant to this clause shall not exceed 15% of Consolidated EBITDA of such Person for such period) ,

     (viii) the amount of insurance proceeds received or determined, in accordance with GAAP, to be receivable, not to exceed the amounts by which Consolidated EBITDA for such period or any prior period is or has been reduced on account of the loss to which such insurance proceeds relate, and

     (ix) (A) unrealized losses in respect of derivatives resulting from mark to market activity, and (B) cash received in respect of gains from derivatives, and minus

     (b) the following to the extent included in calculating such Consolidated Net Income:

     (i) gains from sales of assets outside the ordinary course of business,

     (ii) allowance for equity funds during construction as determined in accordance with generally accepted regulatory accounting principles for Persons subject to rate regulation by FERC,

     (iii) income from Unrestricted Subsidiaries, from Joint Venture Entities and from GP LLCs,

     (iv) the amount of insurance proceeds received that exceed the amounts by which Consolidated EBITDA for such period or any prior period is or has been reduced on account of the loss to which such insurance proceeds relate,

     (v) cash payments during such period not deducted in the determination of Consolidated Net Income on account of charges or reserves taken in a prior period, and

     (vi) (A) unrealized gains in respect of derivatives resulting from mark to market activity, and (B) cash paid in respect of realized losses on derivatives;

provided , that, Consolidated Net Income of a Person and the expenses and other items of such Person described in clauses (a) and (b) above shall be adjusted with respect to the portion of Consolidated Net Income and the portion of expenses and other items which are attributable to such Person’s Subsidiaries that are not Wholly Owned Subsidiaries, so that Consolidated Net Income and the expenses and other items described in clauses (a) and (b) above reflect only such Person’s pro rata ownership interest in such Subsidiaries;

Consolidated EBITDA for a Person for a consecutive four quarter period shall be calculated after giving effect, on a pro forma basis, to Acquisitions and Dispositions made by such Person or its Restricted Subsidiaries during such period (and subsequent to such period and on or before the date of incurrence of the Indebtedness giving rise to the need to calculate the Leverage Ratio) as if such Acquisitions or Dispositions occurred on the first day of the period; and, at such Person’s option, Consolidated EBITDA for such Person shall be calculated by giving effect to Material Project EBITDA Adjustments.

     “ Consolidated Indebtedness ” means, as of any date of determination, (a) for the MLP or for a Restricted Subsidiary, on a consolidated basis, without duplication, all Indebtedness of such Person and its Restricted Subsidiaries, and (b) for an Unrestricted Subsidiary, on a consolidated basis, without duplication, all Indebtedness of such Person and its Subsidiaries, in the case of clauses (a) and (b), other than Hybrid Securities. Notwithstanding the foregoing, such Indebtedness of a non-Wholly Owned Subsidiary of a Person shall be included in Consolidated Indebtedness of such Person only to the extent of such Person’s proportional interest therein, unless such Indebtedness is recourse to such Person, in which case the full amount of such Indebtedness that is recourse to such Person shall be included in the calculation of Consolidated Indebtedness.

     “ Consolidated L/C Exposure ” means, as of any date of determination,

     (a) for the MLP or for a Restricted Subsidiary, on a consolidated basis, without duplication, (i) the undrawn amount of all letters of credit issued for the account of such Person and its Restricted Subsidiaries (or for which such Person or any of its Restricted Subsidiaries is otherwise liable to reimburse drawings thereunder), and (ii) all payment obligations of such Person and its Restricted Subsidiaries arising under letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar instruments to the extent such payment obligations do not constitute Indebtedness by reason of the five Business Day “grace” period set forth in clause (b)(ii) of the definition of Indebtedness, and

     (b) for an Unrestricted Subsidiary, on a consolidated basis, without duplication, (i) the undrawn amount of all letters of credit issued for the account of such Person and its Subsidiaries (or for which such Person or any of its Subsidiaries is otherwise liable to reimburse drawings thereunder), and (ii) all payment obligations of such Person and its Subsidiaries arising under letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar instruments to the extent such payment obligations do not constitute Indebtedness by reason of the five Business Day “grace” period set forth in clause (b)(ii) of the definition of Indebtedness.

     “ Consolidated Net Income ” means, for any period, (x) for the MLP or for a Restricted Subsidiary, on a consolidated basis, without duplication, all net income of such Person and its Restricted Subsidiaries, and (y) for an Unrestricted Subsidiary, on a consolidated basis, without duplication, all net income of such Person and its Subsidiaries on a consolidated basis.

     “ Consolidated Net Tangible Assets ” means, at any date of determination, the total amount of consolidated assets of the MLP and its Restricted Subsidiaries after deducting therefrom: (a) all current liabilities (excluding (i) any current liabilities that by their terms are extendable or renewable at the option

of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed, and (ii) current maturities of long-term debt); and (b) the value of all goodwill, trade names, trademarks, patents and other like intangible assets, all as set forth, or on a pro forma basis would be set forth, on the consolidated balance sheet of the MLP and its Restricted Subsidiaries, prepared in accordance with GAAP.

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

     “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

     “ Credit Extension ” means each of the following: (a) a Borrowing or (b) an L/C Credit Extension.

     “ Debt Rating ” has the meaning specified in the definition of “Applicable Rate.”

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

     “ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

     “ Default Rate ” means an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided , however , that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum.

     “ Defaulting Lender ” means any Lender that (a) has failed to fund any portion of the Committed Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder unless such failure has been cured, (b) has otherwise failed to pay over to the 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 the subject of a good faith dispute or unless such failure has been cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

     “ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any Equity Interests or other assets by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

     “ Dollar ” and “ $ ” mean lawful money of the United States.

     “ EPC ” means El Paso Corporation, a Delaware corporation.

     “ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) , (v) and (vi) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)) .

     “ Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any

Governmental Authority, regulating or imposing liability or standards of conduct concerning protection of the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

     “ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the MLP or any Restricted Subsidiary resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

     “ Equity Contribution Obligations ” has the meaning set forth in clause (a)(iii) of the definition of Non-Recourse.

     “ Equity Interests ” means, with respect to any Person, the shares of capital stock of (or other ownership or profit interests in) such Person, the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, the equity securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued from time to time thereunder.

     “ ERISA Affiliate ” means any Person who is a member of the MLP’s controlled group within the meaning of Section 4001(a)(14)(A) of ERISA.

     “ Eurodollar Rate ” means, for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) 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. If such rate is not available at such time for any reason, then the “Eurodollar Rate” for such Interest Period shall be the rate per annum 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 Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’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.

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

     “ Event of Default ” has the meaning specified in Section 8.01 .

     “ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and

franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by a Borrower under Section 10.13 ), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 3.01(e) , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from a Borrower with respect to such withholding tax pursuant to Section 3.01(a) .

     “ 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 Bank of America on such day on such transactions as determined by the Administrative Agent.

     “ Fee Letters ” means the letter agreements, each dated October 18, 2007 among the MLP, the Administrative Agent and the Arrangers.

     “ FERC ” means the Federal Energy Regulatory Commission and any successor federal regulatory agency.

     “ Financing Vehicle ” has the meaning set forth in the definition of Hybrid Securities.

     “ Fitch ” means Fitch Ratings, Inc. and any successor thereto.

     “ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which any Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

     “ Foreign Subsidiary ” means a Subsidiary organized under the laws of a jurisdiction other than the United States or a political subdivision thereof.

     “ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

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

     “ GAAP ” means generally accepted accounting principles in the United States as in effect from time to time.

     “ General Partner ” means El Paso Pipeline GP Company, L.L.C., a Delaware limited liability company, or any successor general partner of the MLP.

     “ 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 exercising executive, legislative, judicial, taxing,

regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

     “ GP LLC ” means a limited liability company or a corporation that is a Restricted Subsidiary of the MLP, is validly existing and in good standing under the laws of its organization, and holds a general partnership interest in a partnership.

     “ Guarantors ” means, collectively, the Parent Guarantor, each Subsidiary Guarantor, and Opco in its capacity as a guarantor.

     “ Guaranty ” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness payable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness of the payment of such Indebtedness, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness of any other Person, whether or not such Indebtedness is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guaranty shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guaranty is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guaranty” as a verb has a corresponding meaning.

     “ Guaranty Agreements ” means, collectively, the Parent Guaranty, the Opco Guaranty and the Subsidiary Guaranty, and “ Guaranty Agreement ” means any one of them, as applicable.

     “ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature, in each case above to the extent regulated pursuant to any Environmental Law.

     “ Hybrid Securities ” means any trust preferred securities or deferrable interest subordinated debt issued by the MLP or a Financing Vehicle with a maturity of at least 20 years, which provides for the optional or mandatory deferral of interest or distributions at the option of the issuer thereof, provided that no Restricted Subsidiary shall Guaranty payment of any portion thereof. “Financing Vehicle” means a business trust, limited liability company, limited partnership or similar entity (i) substantially all of the common equity, general partner or similar interests of which are owned (either directly or indirectly through one or more Wholly Owned Subsidiaries) at all times by the MLP, (ii) that has been formed for the sole purpose of issuing trust preferred securities or deferrable interest subordinated debt, and (iii) substantially all the assets of which consist of (A) subordinated debt of the MLP and (B) payments made from time to time on such subordinated debt.

     “ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

     (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

     (b) (i) the amount available to be drawn under letters of credit issued for the account of such Person (or for which such Person is otherwise liable to reimburse drawings thereunder), if such letters of credit support Indebtedness of another Person, (ii) to the extent not paid on or prior to the fifth Business Day after the due date therefor, all payment obligations of such Person arising under letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar instruments (for the avoidance of doubt, in the event that Unreimbursed Amounts are converted into Base Rate Loans pursuant to Section 2.03(c)(i) , such Base Rate Loans shall be deemed made on the date such conversion occurs, and from and after such date, such Base Rate Loans constitute Indebtedness pursuant to clause (a) of this definition);

     (c) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

     (d) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

     (e) capital leases and Synthetic Lease Obligations;

     (f) Receivables Financing Indebtedness;

     (g) the greater of the voluntary or involuntary liquidation value of, plus any accrued and unpaid dividends on, any preferred Equity Interests of such Person redeemable at the option of the holder thereof; and

     (h) all Guaranties of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person other than a GP LLC shall include the Indebtedness of any partnership in which such Person is a general partner, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

     “ Indemnified Taxes ” means Taxes other than Excluded Taxes.

     “ Indemnitees ” has the meaning specified in Section 10.04(b) .

     “ Information ” has the meaning specified in Section 10.07 .

     “ Initial Asset Acquisition ” means the contribution to the MLP by EPC and its Subsidiaries of the following (collectively, the “ Acquired Assets ”): (i) 100% of the Equity Interests in WIC, (ii) a 10% general partnership interest in SNG, and (iii) a 10% general partnership interest in CIG.

     “ Interest Payment Date ” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided , however , that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date.

     “ Interest Period ” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one or two weeks or one, two, three or six months thereafter, as selected by the applicable Borrower in its Committed Loan Notice; provided that:

     (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless in the case of a one, two, three or six month Interest Period, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

     (ii) in the case of a one, two, three or six month Interest Period, any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

     (iii) no Interest Period shall extend beyond the Maturity Date.

     “ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, or (b) a loan, advance or capital contribution to, Guaranty or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guaranties Indebtedness of such other Person. For purposes of covenant compliance, the amount of any Investment shall be the net amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

     “ Investment Grade Rating ” means a Debt Rating of BBB- or higher or Baa3 or higher from S&P or Moody’s, respectively.

     “ Investment Grade Rating Date ” means the date that the MLP receives a Debt Rating from both S&P and Moody’s and either (a) both such Debt Ratings are Investment Grade Ratings, or (b) one such Debt Rating is an Investment Grade Rating and the other Debt Rating is not less than BB+ in the case of S&P or Ba1 in the case of Moody’s.

     “ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (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 Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the applicable Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

     “ Joint Venture Entity ” means any Person (other than a Subsidiary) in which the MLP or any Borrower (including ownership through any of their Subsidiaries) owns Equity Interests representing less than 100% of the total outstanding Equity Interests of such Person.

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

     “ L/C Advance ” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

     “ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing.

     “ L/C 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.

     “ L/C Issuer ” means with respect to each Letter of Credit issued hereunder, either Bank of America or any other Lender that has agreed such issue such Letter of Credit at the request of the applicable Borrower and that is reasonably acceptable to the Administrative Agent in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. As used herein, the term “the L/C Issuer” shall mean “each L/C Issuer” or “the applicable L/C Issuer,” as the context may require.

     “ L/C Issuer Commitment ” means (a) with respect to Bank of America, $750,000,000, or such other amount as shall be agreed by Opco and Bank of America from time to time, not to exceed the Aggregate Commitments, and (b) with respect to any Lender which agrees to be an L/C Issuer after the Closing Date, such amount as shall be agreed by Opco and such Lender from time to time, not to exceed the Aggregate Commitments.

     “ L/C Obligations ” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06 . 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 ” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.

     “ Lender Swap Contract ” means any Swap Contract made or entered into at any time, or in effect at any time, whether as a result of assignment or transfer or otherwise, between any Loan Party or any Restricted Subsidiary thereof and any Lender Swap Provider.

     “ Lender Swap Provider ” means any Lender or Affiliate of a Lender that is a party to a Swap Contract with any Loan Party or any Restricted Subsidiary thereof, in its capacity as party to such Swap Contract; provided, however, that in the event that such Person ceases to be a Lender or an Affiliate of a Lender, such Person shall no longer be a “Lender Swap Provider.”

     “ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent.

     “ Letter of Credit ” means any letter of credit issued hereunder . A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

     “ Letter of Credit Application ” means (a) with respect to a standby letter of credit, an application for the issuance or amendment of such Letter of Credit sent for the purpose to contain such information as may be required pursuant to Section 2.03(b)(i) , and (b) with respect to a commercial letter of credit, an application and agreement for the issuance or amendment of such Letter of Credit in the form from time to time in use by the L/C Issuer.

     “ Letter of Credit Expiration Date ” means the day that is seven days prior to the Scheduled Maturity Date of the applicable L/C Issuer (or, if such day is not a Business Day, the next preceding Business Day).

     “ Letter of Credit Fee ” has the meaning specified in Section 2.03(i) .

     “ Leverage Ratio ” means with respect to any Person as of any date of determination, the ratio of (a) Consolidated Indebtedness of such Person as of such date to (b) Consolidated EBITDA of such Person for the period of four fiscal quarters ending on such date of determination (or, if such date of determination is not a Quarter-End Date, for the most recent Quarter-End Date for which financial statements have been delivered pursuant to Section 6.01(a) or 6.01(b)) . The amount of Recourse Equity Contribution Obligations shall be added to Consolidated Indebtedness, and prior to the Investment Grade Rating Date, Consolidated L/C Exposure shall be added to Consolidated Indebtedness.

     “ Lien ” means any mortgage, lien, security interest or other charge or encumbrance, any financing lease having substantially the same economic effect as any of the foregoing, any assignment of the right to receive income, or any other type of preferential arrangement.

     “ Loan ” means an extension of credit by a Lender to a Borrower under Article II , in the form of a Committed Loan, a Swing Line Loan, or, if the Borrowers elects the Term-Out option pursuant to Section 2.16 , a Term Loan, each of the foregoing types of Loans being mutually exclusive of the other types of Loan.

     “ Loan Documents ” means this Agreement, each Note, each Issuer Document, the Fee Letters and each Guaranty Agreement.

     “ Loan Parties ” means, collectively, each Borrower, the MLP and each other Guarantor.

     “ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities (actual or contingent), or financial condition of the MLP and its Restricted Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the ability of the Loan Parties taken as a whole to perform their obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any material Loan Document to which it is a party.

     “ Material Project ” means any capital construction or expansion project of the MLP or its Restricted Subsidiaries, the aggregate capital cost or budgeted capital cost of which, in each case, including capital costs expended prior to the acquisition of any such project by the MLP or its Restricted Subsidiaries, as the case may be, exceeds $20,000,000.00.

     “ Material Project EBITDA Adjustments ” means, with respect to each Material Project:

     (a) for any period of four consecutive fiscal quarters ending on or prior to the last day of the fiscal quarter in which the Commercial Operation Date of such Material Project occurs, a percentage (based on the then-current completion percentage of such Material Project) of an amount determined by the MLP or Opco as the projected Consolidated EBITDA attributable to such Material Project for the first 12-month period following the scheduled Commercial Operation Date of such Material Project (such proposed amount to be calculated by the MLP or Opco in good faith and in a commercially reasonable manner based on multi-year customer contracts relating to such Material Project, the creditworthiness of the other parties to such contracts, projected revenues from such contracts, capital costs and expenses, scheduled Commercial Operation Date, commodity price assumptions and other factors deemed appropriate by the MLP or Opco) which may, at the MLP’s or Opco’s option, be added to Consolidated EBITDA for the fiscal quarter in which construction or expansion of such Material Project commences and for each fiscal quarter thereafter until the Commercial Operation Date of such Material Project (including the fiscal quarter in which such Commercial Operation Date occurs, but without duplication of any actual Consolidated EBITDA attributable to such Material Project following such Commercial

Operation Date); provided that if the actual Commercial Operation Date does not occur by the scheduled Commercial Operation Date as reflected in the Responsible Officer’s Certificate delivered pursuant to clause (c)(i) of this definition then the foregoing amount shall be reduced, for quarters ending after the scheduled Commercial Operation Date to (but excluding) the first full quarter after the actual Commercial Operation Date, by the following percentage amounts depending on the period of delay (based on the actual period of delay or then-estimated delay, whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days, but not more than 180 days, 25%, (iii) longer than 180 days but not more than 270 days, 50%, (iv) longer than 270 days, 75%; and (v) longer than 365 days, 100%; and

     (b) for each period of four consecutive fiscal quarters ending on the last day of the first, second and third fiscal quarters following the fiscal quarter during which the Commercial Operation Date occurs, an amount equal to the projected Consolidated EBITDA attributable to the Material Project for the balance of the four fiscal quarter period following the fiscal quarter during which the Commercial Operation Date occurs, may, at Opco’s option, be added to Consolidated EBITDA for such period (net of any actual Consolidated EBITDA attributable to the Material Project).

     (c) Notwithstanding the foregoing:

     (i) except for Material Project EBITDA Adjustments that are reflected in the certificate delivered on the Closing Date pursuant to Section 4.01(a)(ix) , no such additions shall be allowed with respect to any Material Project unless at least 20 days prior to the delivery of any Compliance Certificate on which Material Project EBITDA Adjustments will be reflected for a Material Project (or such shorter time period as may be agreed by the Administrative Agent),

     (A) Opco shall have delivered to the Administrative Agent a certificate of a Responsible Officer of Opco certifying as to the scheduled Commercial Operation Date of such Material Project and the projected Consolidated EBITDA attributable to such Material Project, together with a reasonably detailed explanation of the basis therefor and such other information and documentation as the Administrative Agent or any Lender may reasonably request, and

     (B) within ten (10) Business Days after delivery of the certificate described in clause (c)(i)(A) above, the Required Lenders shall not have objected to the projected Consolidated EBITDA therein referenced on the grounds that it was not calculated in compliance with clause (a) of this definition, or if such an objection has been made, it shall have been resolved in a manner reasonably satisfactory to the Required Lenders,

     (ii) prior to the date such Compliance Certificate is required to be delivered, the Administrative Agent shall have received such other information and documentation as the Administrative Agent may reasonably request, all in form and substance satisfactory to the Administrative Agent, and

     (iii) the aggregate amount of all Material Project EBITDA Adjustments during any period shall be limited to 25% of the total actual Consolidated EBITDA for such period (which total actual Consolidated EBITDA shall be determined without including any Material Project EBITDA Adjustments or any adjustments for Acquisitions (other than the Initial Asset Acquisition) or Dispositions pursuant to the definition of Consolidated EBITDA).

     “ Maturity Date ” with respect to a Lender means the earlier of (i) the Scheduled Maturity Date for such Lender, or (ii) the date upon which the Commitments are terminated in accordance with the terms hereof; provided , however , that if the Borrowers exercise the Term-Out option set forth in Section 2.16 , the “Maturity Date” with respect to such Lenders shall mean the Term Loan Maturity Date.

     “ MLP Offering ” means the initial sale to the public of common units in the MLP pursuant to the MLP Registration Statement.

     “ MLP Offering Closing ” means the consummation of the sale of common units to the public pursuant to the MLP Registration Statement.

     “ MLP Registration Statement ” means the Registration Statement on Form S-1 filed on August 31, 2007 with the Securities and Exchange Commission in connection with the sale of common units in the MLP, as amended by Amendment No. 1 filed October 3, 2007, by Amendment No. 2 filed October 18, 2007, and Amendment No. 3 filed November 5, 2007, and as may be further amended on or prior to the Closing Date.

     “ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.

     “ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the MLP or an ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions and in respect of which the MLP or an ERISA Affiliate has any liability (contingent or otherwise), such plan being maintained pursuant to one or more collective bargaining agreements.

     “ Multiple Employer Plan ” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, which (a) is maintained for employees of the MLP or an ERISA Affiliate and at least one Person other than the MLP and its ERISA Affiliates, or (b) was so maintained and in respect of which the MLP or an ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

     “ Non-Extending Lender ” has the meaning specified in Section 2.14(a) .

     “ Non-Recourse ” means, with respect to any Unrestricted Subsidiary and the Indebtedness and other obligations of such Unrestricted Subsidiary:

     (a) Neither the MLP nor any Restricted Subsidiary guarantees or is otherwise liable in respect of, grants a Lien on any of its assets to secure, or provides credit support of any kind, for the Indebtedness or other obligations of such Unrestricted Subsidiary other than:

     (i) a pledge of the Equity Interests in, or Indebtedness or other obligations of, such Unrestricted Subsidiary or one or more other Unrestricted Subsidiaries, to secure Project Financing of such Unrestricted Subsidiary or of its Unrestricted Subsidiaries or to secure Equity Contribution Obligations,

     (ii) liability for reimbursement obligations (and incidental obligations such as payment of interest on unreimbursed drawings and letter of credit fees) in respect of letters of credit issued for the benefit of Unrestricted Subsidiaries, provided that no such letter of credit shall be issued to support Indebtedness of an Unrestricted Subsidiary (for the avoidance of doubt, no such letter of credit may be issued to support obligations to fund a debt service reserve account),

     (iii) equity contribution obligations in connection with a Project Financing to the extent the equity contributed is permitted under Section 7.02 at the time of the entry into the equity contribution agreement and at the time of the making of each equity contribution (such equity contribution obligations are herein called “ Equity Contribution Obligations ”), provided that neither the MLP nor any Restricted Subsidiary shall enter into any agreement containing Recourse Equity Contribution Obligations unless at the time of entering into such agreement and after giving effect thereto (x) the MLP shall be in pro forma compliance with Section 7.12(a) determined as of the most recent Quarter End Date for which financial

statement have been delivered pursuant to Section 6.01(a) or 6.01(b) and (y) the MLP and the Restricted Subsidiary entering into such agreement would be permitted to incur Indebtedness at such time in an amount equal to such Recourse Equity Contribution Obligation,

     (iv) guarantees of the Unrestricted Subsidiary’s performance of the acquisition, improvement, installation, design, engineering, construction, development and operation of all or any portion of the project that is financed by a Project Financing, provided that the aggregate liability (including contingent liability) of the MLP and its Restricted Subsidiaries under all such guarantees shall not exceed $50,000,000 in the aggregate at any time; and provided further that no such guaranty shall be a Guaranty of Indebtedness (for the avoidance of doubt, a guarantee of obligations in respect of a debt service reserve shall be deemed a Guaranty of Indebtedness for purposes of the definition of Non-Recourse); and further for the avoidance of doubt, this clause (iv) shall not be deemed to prohibit the MLP or a Restricted Subsidiary from providing development, operations and maintenance services to an Unrestricted Subsidiary on an arms-length basis in the ordinary course of business in compliance with Section 7.08 , and

     (b) In the case of an Unrestricted Subsidiary, no default on the Indebtedness or other obligations of such Unrestricted Subsidiary (including any rights that the holders of the Indebtedness or other obligations may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of Indebtedness of the MLP or any of its Restricted Subsidiaries to declare a default on such Indebtedness of the MLP or any of its Restricted Subsidiaries or cause the payment of such Indebtedness of the MLP or any of its Restricted Subsidiaries to be accelerated or payable prior to its stated maturity.

     “ Non-U.S./Canadian Person ” means any Person that is organized under the laws of a jurisdiction other than the United States, Canada or any state, province or other political subdivision thereof.

     “ Note ” means a promissory note made by a Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit C .

     “ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

     “ Opco ” has the meaning set forth in the introductory paragraph hereto.

     “ Opco Guaranty ” means the guaranty agreement made by Opco in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit F-2 .

     “ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

     “ Other Taxes ” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

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

     “ Parent Guarantor ” means the MLP.

     “ Parent Guaranty ” means the guaranty agreement made by the Parent Guarantor in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit F-1 .

     “ Participant ” has the meaning specified in Section 10.06(d) .

     “ PBGC ” means the Pension Benefit Guaranty Corporation.

     “ Person ” means any natural person, Business Entity, or Governmental Authority.

     “ Plan ” means a Single Employer Plan or a Multiple Employer Plan.

     “ Platform ” has the meaning specified in Section 6.02 .

     “ Project Financing ” means any Indebtedness incurred to finance or refinance the acquisition, improvement, installation, design, engineering, construction, development, completion or operation of all or any portion of any project.

     “ Proportionate Share ” has the meaning specified in clause (ii) of Section 2.18(a) , except that for purposes of Section 2.09(b) , “Proportionate Share” means, with respect to a Subsidiary Borrower, a percentage determined by dividing (x) the dollar amount of the Outstanding Amount of Loans and L/C Obligations attributable to such Subsidiary Borrower as of the last day of the applicable quarter by (y) the Outstanding Amount of Loans and L/C Obligations at such time.

     “ Public Lender ” has the meaning specified in Section 6.02 .

     “ Quarter-End Date ” means the last day of each fiscal quarter.

     “ Receivables Financing Indebtedness ” means (i) the unrecovered investment of the purchasers (or the transferees) of the receivables and other assets transferred pursuant to an Alternate Program, and (ii) any other payment, recourse, repurchase, hold harmless, indemnity or similar obligation of a Person or any of its Subsidiaries in respect of assets transferred or payments made in respect thereof, other than limited recourse provisions that are customary for transactions of such type and do not have the effect of limiting the loss or credit risk of such purchasers or transferees with respect to payment or performance by the obligors of the assets so transferred.

     “ Recourse Equity Contribution Obligations ” means Equity Contribution Obligations other than those that are non-recourse to the MLP and its Restricted Subsidiaries. For purposes of this definition Equity Contribution Obligations shall be considered non-recourse if there is no recourse against the MLP or any Restricted Subsidiary of any kind for payment or performance, provided that such obligations may

be secured by a Lien on Equity Interests in, or Indebtedness or other obligations of, an Unrestricted Subsidiary as described in clause (a)(i) of the definition of “Non-Recourse”. The amount of Recourse Equity Contribution Obligations of the MLP or of a Restricted Subsidiary means the aggregate amount of equity contributions that the MLP or such Restricted Subsidiary is obligated to make but has not yet made, whether or not such obligation is contingent upon the occurrence of future events or conditions.

     “ Register ” has the meaning specified in Section 10.06(c) .

     “ Regulated ” means subject to regulation by FERC.

     “ 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.

     “ Request for Credit Extension ” means (a) with respect to a Borrowing, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

     “ Required Lenders ” means, as of any date of determination, Lenders having more than 50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 , Lenders holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

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

     “ Restricted Payment ” by a Person means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest in such Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interest or of any option, warrant or other right to acquire any such Equity Interest.

     “ Restricted Subsidiaries ” means all of the MLP’s Subsidiaries, other than Unrestricted Subsidiaries.

     “ Revolving Termination Date ” has the meaning set forth in Section 2.16 .

     “ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

     “ Scheduled Maturity Date ” means, with respect to any Lender, the later of (a) November 21, 2012 and (b) if maturity is extended pursuant to Section 2.14 with the consent of such Lender, such extended maturity date as determined pursuant to such Section; provided , however , that, in each case, if such date is not a Business Day, the Scheduled Maturity Date shall be the next preceding Business Day.

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

     “ Single Employer Plan ” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the MLP or an ERISA Affiliate and no Person other than the MLP and its ERISA Affiliates or (b) was so maintained and in respect of which the MLP or an ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

     “ SNG ” means Southern Natural Gas Company, a Delaware general partnership.

     “ Subsidiary ” of a Person means a Business Entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Business Entity. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the MLP (which shall include, for the avoidance of doubt, the Borrowers).

     “ Subsidiary Borrower ” means WIC and each Additional Borrower.

     “ Subsidiary Guarantor ” means each Restricted Subsidiary that becomes a Guarantor pursuant to Section 2.19 .

     “ Subsidiary Guaranty ” means the guaranty agreement made by the Subsidiary Guarantors, if any, in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit F-3 .

     “ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

     “ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

     “ Swing Line Borrowing ” means a borrowing of a Swing Line Loan pursuant to Section 2.04 .

     “ Swing Line Lender ” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

     “ Swing Line Loan ” has the meaning specified in Section 2.04(a) .

     “ Swing Line Loan Notice ” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b) , which, if in writing, shall be substantially in the form of Exhibit B .

     “ Swing Line Sublimit ” means an amount equal to the lesser of (a) $50,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.

     “ Synthetic Lease Obligation ” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

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

     “ Term Loan Margin ” means 0.25% per annum.

     “ Term Loan Maturity Date ” means the date that is one year after the last occurring Scheduled Maturity Date.

     “ Term Loans ” means the term loans made by the Lenders pursuant to Section 2.16 .

     “ Term-Out ” has the meaning set forth in Section 2.16 .

     “ Termination Event ” means (a) a “reportable event,” as such term is described in Section 4043 of ERISA (other than a “reportable event” not subject to the provision for 30-day notice to the PBGC under PBGC Reg. § 4043), or an event described in Section 4062(e) of ERISA, or (b) the withdrawal of the MLP or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a “substantial employer,” as such term is defined in Section 4001(a)(2) of ERISA or the incurrence of liability by the MLP or any ERISA Affiliate under Section 4064 of ERISA upon the termination of a Multiple Employer Plan, or (c) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (d) the institution of proceedings to terminate a Plan by the PBGC under Section 4042 of ERISA, or (e) the conditions set forth in Section 302(f)(1)(A) and (B) of ERISA to the creation of a lien upon property or rights to property of the MLP or any ERISA Affiliate for failure to make a required payment to a Plan are satisfied, or (f) the adoption of an amendment to a Plan requiring the provision of security to such Plan, pursuant to Section 307 of ERISA, or (g) the occurrence of any other event or the existence of any other condition which would reasonably be expected to result in the termination of, or the appointment of a trustee to administer, any Plan under Section 4042 of ERISA.

     “ Threshold Amount ” means $50,000,000.

     “ Total Outstandings ” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

     “ Type ” means, with respect to a Committed Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

     “ United States ” and “ U.S. ” mean the United States of America.

     “ Unregulated GP LLC ” means a GP LLC that holds a general partnership interest in a partnership that is not Regulated.

     “ Unregulated Restricted Subsidiary ” means a Restricted Subsidiary that is not Regulated.

     “ Unreimbursed Amount ” has the meaning specified in Section 2.03(c)(i) .

     “ Unrestricted Subsidiary ” means any Subsidiary of the MLP that is designated by the MLP or Opco as an Unrestricted Subsidiary, but only if the following conditions have been satisfied:

     (a) all Indebtedness and other obligations of such Subsidiary are Non-Recourse to the MLP and its Restricted Subsidiaries;

     (b) except as permitted pursuant to Section 7.08 , such Subsidiary is not party to any agreement, contract, arrangement or understanding with the MLP or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the MLP or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the MLP;

     (c) such Subsidiary is a Person with respect to which neither the MLP nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests, except Non-Recourse equity contribution obligations in connection with a Project Financing to the extent the equity contribution is permitted under Section 7.02 at the time of entry into the equity contribution agreement and at the time of the making of each equity contribution, or (ii) to maintain or preserve such Person’s financial condition, or, except to the extent such obligations are Non-Recourse to the MLP and its Restricted Subsidiaries, to cause such Person to achieve any specified levels of operating results;

     (d) such Subsidiary has not guaranteed or otherwise directly or indirectly provided any credit support for any Indebtedness of the MLP or any Restricted Subsidiary;

     (e) the Investments in such Person were permitted under Section 7.02 as of the time of the designation; and

     (f) none of the following may be designated as an Unrestricted Subsidiary: (i) Opco, WIC, any Additional Borrower, any GP LCC, and (ii) any Subsidiary owning directly or indirectly any Investment in Opco, WIC, an Additional Borrower, CIG, SNG, or any GP LLC.

     Any designation of a Subsidiary of the MLP as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by a certificate of a Responsible Officer of the MLP certifying that such designation complied with the preceding conditions and was permitted by Section 2.20(a) . If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and the other Loan Documents and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the MLP as of such date and, if such Indebtedness is not permitted to be incurred as of such date pursuant to Section 7.03 , the MLP and, if applicable, such Restricted Subsidiary, will be in default of such covenant.

     The MLP or Opco may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary pursuant to Section 2.20(b), provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the MLP of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (i) such Indebtedness is permitted pursuant to Section 7.03 ; and (ii) no Default would be in existence following such designation.

     “ Wholly Owned Restricted Subsidiary ” means with respect to a Person, any Restricted Subsidiary of such Person, all of the Equity Interests of which are directly or indirectly (through one or more Restricted Subsidiaries) owned by such Person, excluding directors’ qualifying shares if applicable.

     “ Wholly Owned Subsidiary ” means, with respect to a Person, any Subsidiary of such Person, all of the Equity Interests of which are directly or indirectly (through one or more Subsidiaries) owned by such Person, excluding directors’ qualifying shares if applicable.

     “ WIC ” has the meaning set forth in the first paragraph of this Agreement.

     “ WIC Sublimit ” means an amount equal to the lesser of $375,000,000 and the Aggregate Commitments. The WIC Sublimit is part of, and not in addition to, the Aggregate Commitments.

     “ Withdrawal Liability ” has the meaning given such term under Part 1 of Subtitle E of Title IV of ERISA.

      1.02 Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

     (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “without limitation.” The word “ will ” shall be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Equity Interests in subsidiaries and other securities, accounts and contract rights.

     (b) In the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including ;” the words “ to ” and “ until ” each mean “ to but excluding ;” and the word “ through ” means “ to and including .”

     (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

      1.03 Accounting Terms.

     (a)  Generally . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

     (b)  Changes in GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the MLP notifies the Administrative Agent that the MLP requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of or calculation of compliance with such provision (or if the Administrative Agent notifies the MLP that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

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

      1.05 Times of Day . Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

      1.06 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 for all purposes (other than determining the Letter of Credit Fee payable in connection with such Letter of Credit) 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.

ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01 Committed Loans . Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “ Committed Loan ”) to each Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided , however , that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Outstanding Amount of all Loans and L/C Obligations attributable to WIC shall not exceed the WIC Sublimit, (iii) the Outstanding Amount of all Loans and L/C Obligations attributable to each Additional Borrower shall not exceed the applicable Additional Borrower Sublimit, and (iv) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, each Borrower may borrow under this Section 2.01 , prepay under Section 2.05 , and reborrow under this Section 2.01 . Committed Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

      2.02 Borrowings, Conversions and Continuations of Committed Loans.

     (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the

requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of such Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c) , each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether such Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If a Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

     (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01 ), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by such Borrower; provided , however , that if, on the date the Committed Loan Notice with respect to such Borrowing is given by such Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first , shall be applied to the payment in full of any such L/C Borrowings, and second , shall be made available to such Borrower as provided above.

     (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of an Event of Default, no Loans may be converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.

     (d) The Administrative Agent shall promptly notify the applicable Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

     (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans.

      2.03 Letters of Credit.

     (a)  The Letter of Credit Commitment .

     (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03 , (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 for the account of the MLP and any of its Restricted Subsidiaries and Affiliates in which it has an Equity Interest, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, provided that after giving effect thereto (y) the Outstanding Amount of all Loans and L/C Obligations attributable to WIC shall not exceed the WIC Sublimit, and (z) the Outstanding Amount of all Loans and L/C Obligations attributable to each Additional Borrower shall not exceed the applicable Additional Borrower Sublimit, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (y) the Total Outstandings shall not exceed the Aggregate Commitments, and (z) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment. Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each 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.

     (ii) The L/C Issuer shall not issue any Letter of Credit, if:

     (A) subject to Section 2.03(b)(iii) , the expiry date of such requested Letter of Credit would occur more than three years after the date of issuance or last extension, unless the Required Lenders have approved such expiry date;

     (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, or in the event that Opco has elected the Term-Out Option pursuant to Section 2.16 , the expiry date of such requested Letter of Credit would occur after the Term Loan Maturity Date, unless in either case all the Lenders have approved such expiry date; or

     (C) the expiry date of such requested Letter of Credit would occur after any Scheduled Maturity Date, unless the amount of such Letter of Credit together with all other L/C Obligations outstanding on the date of issuance of such Letter of Credit is equal to or less than the aggregate Commitments of all Lenders who shall remain party to this Agreement subsequent to such Scheduled Maturity Date; or

     (D) such Letter of Credit is to be denominated in a currency other than Dollars.

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

     (B) with respect to a commercial Letter of Credit, except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $500,000;

     (C) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the applicable Borrower or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender; or

     (D) the Outstanding Amount of the L/C Obligations under Letters of Credit issued by such L/C Issuer would exceed the L/C Issuer Commitment of such L/C Issuer.

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

     (v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C 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) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C 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 the L/C 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 the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

     (b)  Procedures for Issuance and Amendment of Letters of Credit ; Auto-Extension Letters of Credit; Auto-Reinstatement Letters of Credit .

     (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the applicable Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of such Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least one Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular

instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C 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; and (G) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); and (C) such other matters as the L/C Issuer may require. Additionally, the applicable Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.

     (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the applicable Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, not later than 5:00 p.m. 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, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C 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 the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.

     (iii) If a Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “ Auto-Extension Letter of Credit ”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “ Non-Extension Notice Date ”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, such Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date or in the event that Opco has elected the Term-Out Option pursuant to Section 2.16 , the Term Loan Maturity Date; provided , however , that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or a Borrower that one or more of the

applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

     (iv) If a Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “ Auto-Reinstatement Letter of Credit ”). Unless otherwise directed by the L/C Issuer, such Borrower shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “ Non-Reinstatement Deadline ”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or a Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.

     (v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the applicable Borrower and the 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, the L/C Issuer shall notify the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “ Honor Date ”), the applicable Borrower may (but shall not be required to) reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If such Borrower fails to so reimburse the L/C Issuer by such time, the 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 Applicable Percentage thereof. In such event, the Unreimbursed Amount shall automatically be converted (unless an Event of Default under Section 8.01(f) has occurred and is continuing, or, in the case of a Letter of Credit with an expiry date that is after the Revolving Termination Date, the drawing is made after the Revolving Termination Date) a Committed 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 2.02 for the principal amount of Base Rate Loans or the condition set forth in Section 4.02 , but subject to the amount of the unutilized portion of the Aggregate Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(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 2.03(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not

later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii) , each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.

     (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because an Event of Default under Section 8.01(f) has occurred and is continuing or for any other reason, the applicable Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03 .

     (iv) Until each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

     (v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(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 the L/C Issuer, the applicable 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. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

     (vi) If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii) , the L/C Issuer shall be entitled to recover from such Lender (acting through the 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 the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

     (d)  Repayment of Participations .

     (i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c) , if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the applicable Borrower or otherwise, including proceeds of Cash Collateral applied

thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent.

     (ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

     (e)  Obligations Absolute . The obligation of the Borrowers to repay each Committed Loan made in respect of the Unreimbursed Amount of any Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

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

     (ii) the existence of any claim, counterclaim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

     (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

     (iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

     (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower or any Subsidiary.

Each Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will immediately notify the L/C Issuer. Each Borrower shall be deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

     (f)  Role of L/C Issuer . Each Lender and each Loan Party agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other

than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided , however , that this assumption is not intended to, and shall not, preclude each Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e) ; provided , however , that anything in such clauses to the contrary notwithstanding, a Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower which such Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

     (g)  Cash Collateral . (i) Upon the request of the Administrative Agent, if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any Letters of Credit remain outstanding, or any other L/C Obligation for any reason remains outstanding, each Borrower shall, in each case, immediately Cash Collateralize 105% of the then Outstanding Amount of all L/C Obligations attributable to it, and the Administrative Agent shall hold such Cash Collateral in respect of each such Letter of Credit until such time as the L/C Obligations in respect of such Letter of Credit has thereafter been paid in full, and such Letter of Credit has expired or been terminated. Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03 , Section 2.05 and Section 8.02(c) , “ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America.

     (h)  Applicability of ISP and UCP . Unless otherwise expressly agreed by the L/C Issuer and the applicable Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.

     (i)  Letter of Credit Fees . Each Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a Letter of Credit fee (the “ Letter of

Credit Fee ”) for each Letter of Credit issued at the request of such Borrower equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06 . Letter of Credit Fees shall be (i) due and payable on the tenth Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, and (ii) computed on a quarterly basis in arrears. If Opco does not receive an invoice for the Letter of Credit Fees on or before 1 p.m. at least one Business Day before the Letter of Credit Fees are due, the Letter of Credit Fees shall be due on the first Business Day after Opco has received an invoice therefor before 1 p.m. on the prior Business Day. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

     (j)  Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer . Each Borrower shall pay directly to the L/C Issuer for its own account a fronting fee (i) with respect to each commercial Letter of Credit issued at the request of such Borrower, at the rate agreed between the MLP and the L/C Issuer, computed on the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit issued at the request of such Borrower increasing the amount of such Letter of Credit, at a rate separately agreed between such Borrower and the L/C Issuer, computed on the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit issued at the request of such Borrower, at the rate agreed between the MLP and the L/C Issuer, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit. If Opco does not receive an invoice for the fronting fees on or before 1 p.m. at least one Business Day before the fronting fees are due, the fronting fees shall be due on the first Business Day after Opco has received an invoice therefor before 1 p.m. on the prior Business Day. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06 . In addition, each Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect in connection with Letters of Credit issued at the request of such Borrower. Such customary fees and standard costs and charges are due and payable in accordance with any invoice issued therefor and are nonrefundable.

     (k)  Conflict with Issuer Documents . In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

     (l)  Letters of Credit Issued for Subsidiaries or Affiliates . Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary or an Affiliate of a Borrower, the Borrower that requested such Letter of Credit shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. Each Borrower hereby acknowledges that the issuance of Letters of Credit for the account of any of its Subsidiaries or Affiliates inures to the benefit of such Borrower, and that such Borrower’s business derives substantial benefits from the businesses of such Subsidiaries or Affiliates.

      2.04 Swing Line Loans.

     (a)  The Swing Line . Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04 , to make loans (each such loan, a “ Swing Line Loan ”) to each Borrower from time to time on any Business Day

during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided , however , that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Outstanding Amount of all Loans and L/C Obligations attributable to WIC shall not exceed the WIC Sublimit, (iii) the Outstanding Amount of all Loans and L/C Obligations attributable to each Additional Borrower shall not exceed the applicable Additional Borrower Sublimit, and (iv) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and provided , further , that no Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, each Borrower may borrow under this Section 2.04 , prepay under Section 2.05 , and reborrow under this Section 2.04 . Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.

     (b)  Borrowing Procedures . Each Swing Line Borrowing shall be made upon a Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a) , or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower at its office by crediting the account of such Borrower on the books of the Swing Line Lender in immediately available funds.

     (c)  Refinancing of Swing Line Loans .

     (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of each Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans made to such Borrower then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02 , without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 . The Swing Line Lender shall furnish Opco with a copy of the applicable Committed Loan Notice promptly after delivering such notice

to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii) , each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

     (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.04(c)(i) , the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

     (iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i) , the Swing Line Lender shall be entitled to recover from such Lender (acting through the 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 the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

     (iv) Each Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(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 the Swing Line Lender, any 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 Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 . No such funding of risk participations shall relieve or otherwise impair the obligation of any Borrower to repay Swing Line Loans made to it, together with interest as provided herein.

     (d)  Repayment of Participations .

     (i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Swing Line Lender.

     (ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any

of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

     (e)  Interest for Account of Swing Line Lender . The Swing Line Lender shall be responsible for invoicing each Borrower for interest on the Swing Line Loans made to such Borrower. Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.

     (f)  Payments Directly to Swing Line Lender . Each Borrower shall make all payments of principal and interest in respect of the Swing Line Loans made to it directly to the Swing Line Lender.

      2.05 Prepayments.

     (a) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

     (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

     (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, each Borrower shall immediately prepay Loans made to such Borrower and/or Cash Collateralize the L/C Obligations attributable to such Borrower in an aggregate amount equal to such excess; provided , however , that no Borrower shall be required to Cash Collateralize its respective L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans of all Borrowers, the Total Outstandings exceed the Aggregate Commitments then in effect.

     (d) If for any reason the Outstanding Amount of Obligations attributable to WIC at any time exceeds the WIC Sublimit, WIC shall immediately prepay Loans made to it and/or Cash Collateralize the L/C Obligations attributable to it in an aggregate amount equal to such excess; provided , however , that

WIC shall not be required to Cash Collateralize its respective L/C Obligations pursuant to this Section 2.05(d) unless after the prepayment in full of the Loans made to it, the Outstanding Amount of Obligations attributable to it exceeds the WIC Sublimit.

     (e) If for any reason the Outstanding Amount of Obligations attributable to any Additional Borrower at any time exceeds such Additional Borrower’s Additional Borrower Sublimit, such Additional Borrower shall immediately prepay Loans made to it and/or Cash Collateralize the L/C Obligations attributable to it in an aggregate amount equal to such excess; provided , however , that such Additional Borrower shall not be required to Cash Collateralize its respective L/C Obligations pursuant to this Section 2.05(e) unless after the prepayment in full of the Loans made to it, the Outstanding Amount of Obligations attributable to it exceeds such Additional Borrower’s Additional Borrower Sublimit.

     (f) If for any reason Opco shall fail to own 100% of the Equity Interests of any Additional Borrower, such Additional Borrower shall immediately prepay all Loans made to it and Cash Collateralize all L/C Obligations attributable to it.

     (g) Any prepayment of a Eurodollar Rate Loan made pursuant to this Section 2.05 shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 . Each prepayment of Loans made pursuant to this Section 2.05 shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

      2.06 Termination or Reduction of Commitments . Opco may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) Opco shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, the Swing Line Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

      2.07 Repayment of Loans.

     (a) Each Borrower shall repay to each Lender on the Maturity Date for such Lender the aggregate principal amount of Committed Loans made to such Borrower outstanding on such date.

     (b) Each Borrower shall repay each Swing Line Loan made to such Borrower on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Scheduled Maturity Date of the Swing Line Lender.

      2.08 Interest.

     (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate, plus in the event Opco exercises the Term-Out option pursuant to Section 2.16 , the Term Loan Margin; (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate, plus in the event

Opco exercises the Term-Out option pursuant to Section 2.16 , the Term Loan Margin; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

     (b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

     (ii) If any amount (other than principal of any Loan) payable by a Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

     (iii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

     (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

      2.09 Fees . In addition to certain fees described in subsections (i) and (j) of Section 2.03 :

     (a)  Facility Fee . The Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Loans and L/C Obligations), regardless of usage; provided that if Opco has exercised its option to Term-Out pursuant to Section 2.16 , during the Term-Out period, the facility fee shall be equal the Applicable Rate times the actual daily amount of Total Outstandings; and provided , further , that the liability of a Subsidiary Borrower under this Section 2.09(a) shall not exceed an amount equal to such Subsidiary Borrower’s Proportionate Share of the total amount due pursuant to this Section 2.09(a) . The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Committed Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met and during the Term-Out period, if applicable, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

     (b)  Utilization Fee . The Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a utilization fee equal to the Applicable Rate times the Total Outstandings on each day that the Total Outstandings exceed 50% of the actual daily amount of the Aggregate Commitments then in effect (or, if terminated, in effect immediately prior to such termination); provided that if Opco has exercised its option to Term-Out pursuant to Section 2.16 , during the Term-Out period, the utilization fee shall be equal the Applicable Rate times the actual daily amount of Total Outstandings; and provided , further , that the liability of a Subsidiary Borrower under this Section 2.09(b) shall not exceed an amount equal to such Subsidiary Borrower’s Proportionate Share of the total amount due pursuant to this Section 2.09(b) . The utilization fee shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing

with the first such date to occur after the Closing Date, and on the Maturity Date (and, if applicable, thereafter on demand). The utilization fee shall be calculated quarterly in arrears and if there is any change in the Applicable Rate during any quarter, the daily amount shall be computed and multiplied by the Applicable Rate for each period during which such Applicable Rate was in effect. The utilization fee shall accrue at all times, including at any time during which one or more of the conditions in Article IV is not met and during the Term-Out period, if applicable.

     (c)  Other Fees . (i) The Borrowers shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

     (ii) The Borrowers shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

      2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.

     (a) All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a) , bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

     (b) If at any time during which the Applicable Rate is based upon the Leverage Ratio of the MLP, (i) the Leverage Ratio of the MLP as calculated by the MLP as of any applicable date was inaccurate as a result of error and (ii) a proper calculation of the Leverage Ratio of the MLP would have resulted in higher pricing for such period (x) each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly upon demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to such Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer) an amount equal to the excess of the amount of interest that should have been paid by such Borrower for such period over the amount of interest actually paid by such Borrower for such period, and (y) the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly upon demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to a Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer) an amount equal to the excess of the amount of fees that should have been paid for such period over the amount of fees actually paid for such period; provided , however , that the Borrowers shall not be required to make any of the payments pursuant to the foregoing clauses (x) or (y) of this Section 2.10(b) if the inaccuracies in the Leverage Ratio are discovered at a time that is after the Maturity Date and after payment in full of all other Obligations of the Loan Parties. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under Section 2.03(c)(iii) , 2.03(i) or 2.08(b) or under Article VIII .

      2.11 Evidence of Debt.

     (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.

The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to each Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of any Borrower to pay any amount owing by it under this Agreement or the other Loan Documents. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, each Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans to such Borrower in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

     (b) In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

      2.12 Payments Generally; Administrative Agent’s Clawback.

     (a)  General . All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by a Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

     (b)  Funding by Lenders; Presumption by Administrative Agent . Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Committed Borrowing of Eurodollar Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02 ) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the 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 such Borrower to but excluding the date of payment to the 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 the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by a Borrower, the interest rate applicable

to Base Rate Loans. If the applicable Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

     (c)  Payments by Borrowers; Presumptions by Administrative Agent . Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

     A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

     (d)  Failure to Satisfy Conditions Precedent . If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II , and such funds are not made available to the applicable Borrower by the Administrative Agent because the conditions to the applicable Loan set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.

     (e)  Obligations of Lenders Several . The obligations of the Lenders hereunder to make Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or to make its payment under Section 10.04(c) .

     (f)  Funding Source . Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

      2.13 Sharing of Payments by Lenders . If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance

with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them, provided that:

     (i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

     (ii) the provisions of this Section shall not be construed to apply to (x) any payment made by a Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to any Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

     Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

      2.14 Extension of Scheduled Maturity Date.

     (a)  Requests for Extension; Lender Elections to Extend . Opco may, by notice to the Administrative Agent (who shall promptly notify the Lenders) not earlier than 60 days and not later than 30 days prior to the latest Scheduled Maturity Date then in effect hereunder (the “ Existing Scheduled Maturity Date ”), request that each Lender whose Scheduled Maturity Date is the Existing Scheduled Maturity Date extend such Lender’s Scheduled Maturity Date to a date that is one year after the Existing Scheduled Maturity Date. Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given within 15 days of such notice (or such longer time period as may be agreed by the Borrower and the Administrative Agent), advise the Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines not to so extend its Scheduled Maturity Date, a “ Non-Extending Lender ”). Any Lender that does not so advise the Administrative Agent shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.

     (b)  Additional Commitment Lenders . Opco shall have the right to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “ Additional Commitment Lender ”) as provided in Section 10.13 ; provided that each of such Additional Commitment Lenders shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Lender shall, effective as of the Existing Scheduled Maturity Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Each Non-Extending Lender agrees to execute such Assignment and Assumption, if requested to do so by the Borrower.

     (c)  Minimum Extension Requirement . If (and only if) the total of the Commitments of the Lenders that have agreed so to extend their Scheduled Maturity Date (each, an “ Extending Lender ”) and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Existing Scheduled Maturity Date, then, effective as of the Existing Scheduled Maturity Date, the Scheduled Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one year after such Existing Scheduled Maturity Date (except that, if such date is not a Business Day, such Scheduled Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon

become a “Lender” for all purposes of this Agreement. The pre-existing Scheduled Maturity Date shall remain in effect with respect to any Non-Extending Lender that is not replaced.

     (d)  Conditions to Effectiveness of Extensions . As a condition precedent to such extension, Opco shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Scheduled Maturity Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties made by such Loan Party contained in Article V and the other Loan Documents, as applicable, are true and correct in all material respects on and as of the Existing Scheduled Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14 , the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) respectively, of Section 6.01 , and (B) no Default exists. In addition, on the Scheduled Maturity Date of each Non-Extending Lender, each Borrower shall prepay any Committed Loans made to such Borrower outstanding on such date (and pay any additional amounts required pursuant to Section 3.05 ) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

     (e)  Conflicting Provisions . This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

      2.15 Increase in Commitments .

     (a)  Request for Increase; Additional Lenders . Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), Opco may request up to two increases in the Aggregate Commitments such that the Aggregate Commitments as so increased equal an amount not to exceed $1,250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000. To achieve the full amount of a requested increase and subject to the approval of the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld), Opco may (i) invite Lenders to increase their commitments and/or (ii) invite Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent. In the event Opco invites Lenders to increase their Commitments, then at the time of sending the notice referenced in this Section 2.15(a) , Opco (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

     (b)  Lender Elections to Increase . Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any increase in the Commitment of a Lender shall be subject to the approval of the L/C Issuer and Swing Line Lender such consents not to be unreasonably withheld. Unless otherwise agreed between the Borrowers and the proposed Lender, any Lender not responding within such time period shall be deemed to have declined to increase its Commitment.

     (c)  Notification by Administrative Agent . The Administrative Agent shall notify Opco and each Lender of the Lenders’ responses to each request made hereunder.

     (d)  Effective Date and Allocations . If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and Opco shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall

promptly notify Opco and the Lenders of the final allocation of such increase and the Increase Effective Date.

     (e)  Conditions to Effectiveness of Increase . As a condition precedent to such increase, Opco shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties made by such Loan Party contained in Article V and the other Loan Documents, as applicable, are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15 , the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 , and (B) no Default exists. Each Borrower shall prepay any Committed Loans made to such Borrower outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 ) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

     (f)  Conflicting Provisions . This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

      2.16 Term-Out Option.

     (a) Provided no Default has occurred and is continuing, Opco may, upon prior written notice to the Administrative Agent sent not earlier than 60 days prior to, nor later than 10 days prior to, the last occurring Scheduled Maturity Date then in effect, elect to have the principal balance of the Loans outstanding on such Scheduled Maturity Date (the “ Revolving Termination Date ”) continued to the Term Loan Maturity Date as non-revolving Term Loans (the “ Term-Out ”). As a condition precedent to the Term-Out, no Letters of Credit shall remain outstanding, except to the extent Cash Collateralized pursuant to Section 2.03(g) , and Opco shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Termination Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Term-Out, and (ii) certifying that as of the Revolving Termination Date, (A) the representations and warranties made by such Loan Party contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Revolving Termination Date, except to the extent that such representations and warranties specifically refer to a an earlier date, in which case they are true and correct in all material respects as of such date, and except that for purposes of this Section 2.16 , the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 , and (B) no Default exists.

     (b) From and after the Revolving Termination Date, the Borrowers may repay, without premium or penalty (subject to payment of amounts due, if any, pursuant to Section 3.05 ), but not reborrow, the outstanding Term Loans.

      2.17 Additional Borrowers.

     (a) A Wholly Owned Restricted Subsidiary of the Opco (other than a Foreign Subsidiary) may become an Additional Borrower under this Agreement, and shall be bound by and entitled to the benefits and obligations of this Agreement as a Borrower hereunder to the same extent as any other Borrower, upon not less than 10 Business Days’ notice to the Administrative Agent and each Lender (or

such shorter period as may be agreed by the Administrative Agent) and upon the fulfillment of the following conditions:

     (i) Resolutions and Officers’ Certificates . Such Additional Borrower shall deliver the items identified in Sections 4.01(a)(iii) , (iv) , and (vi) with respect to such Additional Borrower.

     (ii) No Default . No Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate of a Responsible Officer of the MLP so certifying.

     (iii) Representations and Warranties . The representations and warranties of Borrowers in Article V , shall be true and correct in all material respects with respect to such Additional Borrower, as of the date such Additional Borrower executes the Additional Borrower Counterpart described in clause (iv) below.

     (iv) Additional Borrower Counterpart . An Additional Borrower Counterpart to this Agreement has been duly executed by such Additional Borrower, Opco, the MLP, the Subsidiary Guarantors and the Administrative Agent substantially in the form of Exhibit H hereto (the “ Additional Borrower Counterpart ”), which shall set forth the borrowing sublimit for such Additional Borrower as agreed by the Administrative Agent and such Additional Borrower, or such other agreement in form and substance satisfactory to such Additional Borrower and the Administrative Agent.

     (v) Notes . The Administrative Agent shall have received a Note, drawn to the order of each Lender requesting a Note, duly executed by such Additional Borrower.

     (vi) Opinions of Counsel . The Administrative Agent shall have received legal opinions with respect to such Additional Borrower, dated as of the date such Additional Borrower executes the Additional Borrower Counterpart, addressed to the Administrative Agent and the Lenders, having substantially the same coverage as those opinions delivered pursuant to Section 4.01(a)(v) .

     (vii) Know Your Customer Compliance . Following the giving of any notice pursuant to this Section 2.17 , if the designation of such Subsidiary as a Additional Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, Opco shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be reasonably satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations.

     (b) Upon fulfillment of the conditions in Section 2.17(a) , the Administrative Agent will promptly notify each Lender of the date that such Additional Borrower becomes an Additional Borrower hereunder.

     (c) If for any reason Opco shall fail to own 100% of the Equity Interests of any Additional Borrower, such Additional Borrower shall make the prepayments required pursuant to Section 2.05(f) and (g) and upon the making of such prepayments shall no longer be deemed an Additional Borrower under this Agreement or any other Loan Document.

      2.18 Liability of Borrowers; Appointment of Opco as Agent for the Subsidiary Borrowers . Notwithstanding anything to the contrary in this Agreement, each party hereto agrees as follows:

     (a) (i) Each Borrower shall be severally liable to the Lenders for all Loans made to such Borrower, all L/C Obligations related to Letters of Credit issued at the request of such Borrower, all interest attributable to the foregoing, and all other Obligations directly related or attributable thereto.

     (ii) Unless otherwise expressly provided herein, the liability of a Subsidiary Borrower for Obligations other than those described in the preceding clause (i) (“ Other Obligations ”) shall be limited to such Subsidiary Borrower’s Proportionate Share of such Other Obligations. For purposes of this Section, the “ Proportionate Share ” of a Subsidiary Borrower means at any time a percentage determined by dividing the Borrowing Sublimit of such Subsidiary Borrower in effect at such time by the dollar amount of the Aggregate Commitments at such time.

     (iii) Each Subsidiary Borrower’s liability under Article III and under Section 10.04(b) shall in each case be limited to the liability that results from or is directly related to such Subsidiary Borrower’s actions or inaction, or is related to the Obligations of such Subsidiary Borrower.

     (b) Each Borrower acknowledges that the Administrative Agent (on behalf of the Lenders) may exercise remedies against such Borrower and its property separately, whether or not the Administrative Agent exercises remedies against any other Borrower or its property.

     (c) With respect to all Obligations, the Administrative Agent may enforce the Obligations of one or more Borrower without enforcing the Obligations of any other Borrower and vice versa. Any failure or inability of the Administrative Agent to enforce the Obligations of one or more Borrowers shall not in any way limit the Administrative Agent’s right to enforce the Obligations of any other Borrower.

     (d) WIC hereby irrevocably appoints, and each other Subsidiary Borrower, by its execution of the Subsidiary Guaranty or an Additional Borrower Counterpart, shall be deemed to irrevocably appoint, Opco to act as its agent for all purposes of the Loan Documents, including taking any action or receiving any communication on behalf of such Borrower in connection with the Loan Documents. Each of the Lenders and Agent shall be entitled to deal with any Subsidiary Borrower through Opco and to rely on any instructions or other communications from Opco on behalf of any Subsidiary Borrower. Notwithstanding the appointment of Opco as agent for the Subsidiary Borrowers hereunder, the Administrative Agent and the Lenders shall be entitled to, but shall not be required to, deal directly with any Subsidiary Borrower for purposes of the Loan Documents.

      2.19 Additional Guarantors.

     (a) Opco may (but will not be required to) designate any Restricted Subsidiary as a Guarantor, upon the fulfillment of the following conditions:

     (i) Counterpart to Subsidiary Guaranty . The Administrative Agent shall have received the Subsidiary Guaranty or an Additional Guarantor Counterpart as defined in the Subsidiary Guaranty duly executed by such Restricted Subsidiary, or such other agreement in form and substance satisfactory to the Administrative Agent.

     (ii) Resolutions and Officers’ Certificates . Such Restricted Subsidiary shall deliver the items identified in Sections 4.01(a)(iii) , (iv) , and (vi) with respect to such Restricted Subsidiary.

     (iii) Opinions of Counsel . The Administrative Agent shall have received legal opinions with respect to such Guarantor, dated as of the date such Restricted Subsidiary executes the documentation referred to in clause (i) above, addressed to the Administrative Agent and the Lenders, having substantially the same coverage as those opinions delivered pursuant to Section 4.01(a)(v) .

     (b) Upon fulfillment of the conditions in Section 2.19(a) , the Administrative Agent will promptly notify each Lender of the date that such Restricted Subsidiary becomes a Guarantor hereunder.

      2.20 Unrestricted Subsidiaries.

     (a) Opco may designate one or more Restricted Subsidiaries of Opco as Unrestricted Subsidiaries, provided that (i) all Investments made in such Subsidiary at the time of such designation (treating such Investments as having been made on the date of such designation) shall be permitted under Section 7.02 , (ii) after giving effect to such designation, the MLP and any Restricted Subsidiary that owns Equity Interests in such Subsidiary are in compliance with the provisions of Article VII , including Section 7.01, and are in pro forma compliance with Sections 7.03 and 7.12 , (iii) no Default of Event of Default shall exist or result from such designation, and (iv) the MLP has provided to the Administrative Agent a Responsible Officer’s certificate in form and substance satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied.

     (b) Opco may designate any Unrestricted Subsidiary to be a Restricted Subsidiary, provided that such designation may be made only if at the time of such designation and after giving effect thereto, (i) if such Unrestricted Subsidiary has outstanding Indebtedness, it would be permitted to incur such Indebtedness pursuant to Section 7.03 on the date of designation, (ii) after giving effect to such designation, the MLP and any Borrower that owns Equity Interests in such Subsidiary shall be in pro forma compliance with Section 7.12 , (iii) the representations and warranties herein that are applicable to Restricted Subsidiaries shall be true and correct with respect to such Subsidiary, (iv) no Default of Event of Default shall exist or result from such designation, and (v) the MLP has provided to the Administrative Agent a Responsible Officer’s certificate in form and substance satisfactory to the Administrative Agent to the effect that each of the foregoing conditions have been satisfied.

ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01 Taxes.

     (a)  Payments Free of Taxes . Any and all payments by or on account of any obligation of any Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if a Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

     (b)  Payment of Other Taxes by the Borrowers . Without limiting the provisions of subsection (a) above, each Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

     (c)  Indemnification by the Borrowers . Each Borrower shall indemnify the Administrative Agent, each Lender and the L/C Issuer, within 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

     (d)  Evidence of Payments . Within 30 days after any payment of Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority, such Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

     (e)  Status of Lenders . Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Borrowers (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by any Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by any Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by any Borrower or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

     Without limiting the generality of the foregoing, in the event that a Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

     (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

     (ii) duly completed copies of Internal Revenue Service Form W-8ECI,

     (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3) (A) of the Code, (B) a “10 percent shareholder” of a Borrower within the meaning of section 8 81(c)(3) (B) of the Code, or (C) a “controlled foreign corporation” described in section 8 81(c)(3) (C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or

     (iv) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit such Borrower to determine the withholding or deduction required to be made.

     (f)  Treatment of Certain Refunds . If the Administrative Agent, any Lender or the L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to this Section, it shall pay to such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that such Borrower, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Borrower or any other Person.

      3.02 Illegality . If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, each Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender made to such Borrower to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion by a Borrower, such Borrower shall also pay accrued interest on the amount so prepaid or converted.

      3.03 Inability to Determine Rates . If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, each Borrower may revoke any pending request made by such Borrower for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

      3.04 Increased Costs.

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

     (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account

of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e) ) or the L/C Issuer;

     (ii) subject any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or

     (iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receiv