FIRST AMENDED AND RESTATED CREDIT AGREEMENT

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AMEGY BANK NATIONAL ASSOCIATION | BANK OF AMERICA, N.A. | BANK OF SCOTLAND | BMO CAPITAL MARKETS FINANCING, INC | COMERICA BANK | DEUTSCHE BANK SECURITIES INC | DEUTSCHE BANK TRUST COMPANY | FORTIS BANK SA | FORTIS CAPITAL CORP | GENESIS CRUDE OIL, LP | GENESIS ENERGY, INC | GENESIS ENERGY, LP | GUARANTY BANK | ISSUING BANK | ROYAL BANK OF CANADA | STERLING BANK | SUNTRUST BANK | UNION BANK OF CALIFORNIA, N.A. | US BANK NATIONAL ASSOCIATION | WACHOVIA BANK, NATIONAL ASSOCIATION

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Title: FIRST AMENDED AND RESTATED CREDIT AGREEMENT
Governing Law: New York Date: 6/5/2008
Industry: Oil and Gas Operations Law Firm: Akin Gump;Baker Hostetler Sector: Energy

Exhibit 10.4

FIRST AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

May 30, 2008

among

GENESIS CRUDE OIL, L.P.,

as the Borrower

GENESIS ENERGY, L.P.,

as the Parent

The Lenders Party Hereto,

FORTIS CAPITAL CORP.,

as Administrative Agent,

DEUTSCHE BANK SECURITIES INC.,

as Syndication Agent,

and

BANK OF AMERICA, N.A.,

U.S. BANK NATIONAL ASSOCIATION,

WACHOVIA BANK, NATIONAL ASSOCIATION,

BMO CAPITAL MARKETS FINANCING, INC.,

ROYAL BANK OF CANADA, and

SUNTRUST BANK,

as Co-Documentation Agents

$500 MILLION SENIOR SECURED REVOLVING CREDIT FACILITY

FORTIS CAPITAL CORP. AND DEUTSCHE BANK SECURITIES INC.,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS

SECTION 1.01	Defined Terms	2
SECTION 1.02	Classification of Loans and Borrowings	35
SECTION 1.03	Terms Generally	35
SECTION 1.04	Accounting Terms; GAAP	35

ARTICLE II
THE CREDITS

SECTION 2.01	Commitments	36
SECTION 2.02	Loans and Borrowings.	36
SECTION 2.03	Requests for Revolving Borrowings	37
SECTION 2.04	Borrowing Base.	37
SECTION 2.05	Committed Amount.	38
SECTION 2.06	Letters of Credit.	38
SECTION 2.07	Funding of Borrowings.	42
SECTION 2.08	Interest Elections.	43
SECTION 2.09	Termination and Reduction of Committed Amounts.	44
SECTION 2.10	Repayment of Loans; Evidence of Debt.	45
SECTION 2.11	Prepayment of Loans.	45
SECTION 2.12	Fees.	46
SECTION 2.13	Interest.	47
SECTION 2.14	Alternate Rate of Interest	48
SECTION 2.15	Increased Costs.	49
SECTION 2.16	Break Funding Payments	50
SECTION 2.17	Taxes.	50
SECTION 2.18	Payments Generally; Pro Rata Treatment; Sharing of Set-offs.	52
SECTION 2.19	Mitigation Obligations; Replacement of Lenders.	53

ARTICLE III
REPRESENTATIONS AND WARRANTIES

SECTION 3.01	Organization; Powers	54
SECTION 3.02	Authorization; Enforceability	54
SECTION 3.03	Governmental Approvals; No Conflicts	55
SECTION 3.04	Financial Condition; No Material Adverse Change.	55
SECTION 3.05	Other Obligations and Restrictions	56
SECTION 3.06	Properties.	56
SECTION 3.07	Litigation.	57
SECTION 3.08	Compliance with Laws and Agreements	57
SECTION 3.09	Default	57
SECTION 3.10	Investment Company Status	57
SECTION 3.11	Taxes	57

SECTION 3.12	ERISA	58
SECTION 3.13	Disclosure; No Material Misstatements	58
SECTION 3.14	Insurance	58
SECTION 3.15	Material Agreements	59
SECTION 3.16	Imbalances	59
SECTION 3.17	Solvency	59
SECTION 3.18	Labor Disputes and Acts of God	60
SECTION 3.19	Equity Interests and Subsidiaries	60
SECTION 3.20	Intellectual Property.	61
SECTION 3.21	Environmental Matters	62
SECTION 3.22	Reserved.	63
SECTION 3.23	Security Documents	63
SECTION 3.24	Anti-Terrorism Law.	63
SECTION 3.25	Federal Reserve Regulations	64
SECTION 3.26	Use of Proceeds	65

ARTICLE IV
CONDITIONS

SECTION 4.01	Effective Date	65
SECTION 4.02	Each Credit Event	69

ARTICLE V
AFFIRMATIVE COVENANTS

SECTION 5.01	Financial Statements; Ratings Change and Other Information	70
SECTION 5.02	Notices of Material Events	72
SECTION 5.03	Existence; Conduct of Business.	73
SECTION 5.04	Payment of Obligations and Taxes	74
SECTION 5.05	Material Agreements	75
SECTION 5.06	Books and Records; Inspection Rights	75
SECTION 5.07	Compliance with Laws	75
SECTION 5.08	Use of Proceeds and Letters of Credit	75
SECTION 5.09	Environmental Laws.	76
SECTION 5.10	Additional Collateral; Additional Guarantors.	76
SECTION 5.11	Security Interests; Further Assurances	79
SECTION 5.12	Insurance	79
SECTION 5.13	Agreements Respecting Unrestricted Subsidiaries.	80
SECTION 5.14	Disposition of FS SPE 2 or NEJD SPE 2 Property.	81
SECTION 5.15	Post-Effective Date Items	81

ARTICLE VI
NEGATIVE COVENANTS

SECTION 6.01	Indebtedness	81
SECTION 6.02	Liens	82
SECTION 6.03	Fundamental Changes; Limitations on Business; Limited Purpose of the Parent.	83
SECTION 6.04	Investments, Loans, Advances, and Guarantees	85
SECTION 6.05	Acquisitions	87

SECTION 6.06	Sale of Assets	87
SECTION 6.07	Hedging Agreements	88
SECTION 6.08	Restricted Payments	88
SECTION 6.09	Transactions with Affiliates	88
SECTION 6.10	Restrictive Agreements	88
SECTION 6.11	Limitation on Modifications of Material Agreements	89
SECTION 6.12	Creation of Subsidiaries	89
SECTION 6.13	Limitation on Leases	89
SECTION 6.14	Sale and Leasebacks	89
SECTION 6.15	Financial Condition Covenants.	90
SECTION 6.16	Gas Imbalances	90
SECTION 6.17	Accounting Changes; Fiscal Year	90
SECTION 6.18	Control Agreements	90
SECTION 6.19	Prepayments on Indebtedness	90
SECTION 6.20	Limitation on Issuance of Capital Stock	91
SECTION 6.21	Anti-Terrorism Law; Anti-Money Laundering.	91
SECTION 6.22	Embargoed Person	91
SECTION 6.23	Excess Cash	92

ARTICLE VII
EVENTS OF DEFAULT

SECTION 7.01	Events of Default	92
SECTION 7.02	Application of Proceeds	96

ARTICLE VIII
PARENT GUARANTEE

SECTION 8.01	Parent Guarantee.	97
SECTION 8.02	Subrogation	98
SECTION 8.03	Amendments, etc. with respect to the Secured Obligations	98
SECTION 8.04	Guarantee Absolute and Unconditional	98
SECTION 8.05	Reinstatement	99
SECTION 8.06	Payments	100

ARTICLE IX
THE ADMINISTRATIVE AGENT; THE ARRANGERS

SECTION 9.01	Appointment	100
SECTION 9.02	Delegation of Duties	100
SECTION 9.03	Exculpatory Provisions	100
SECTION 9.04	Reliance by the Administrative Agent and the Arrangers	101
SECTION 9.05	Notice of Default	101
SECTION 9.06	Non-Reliance on Administrative Agent or the Arrangers and Other Lenders	102
SECTION 9.07	Indemnification	102
SECTION 9.08	Administrative Agent and Arrangers in Their Respective Individual Capacities	102
SECTION 9.09	Successor Administrative Agent	103
SECTION 9.10	Successor Arranger	103

iii

SECTION 9.11	Issuing Bank	104
SECTION 9.12	Collateral Matters.	104
SECTION 9.13	Hedging Arrangements	105

ARTICLE X
MISCELLANEOUS

SECTION 10.01	Notices.	105
SECTION 10.02	Waivers; Amendments.	106
SECTION 10.03	Expenses; Indemnity; Damage Waiver.	107
SECTION 10.04	Successors and Assigns.	109
SECTION 10.05	Survival	111
SECTION 10.06	Counterparts; Integration; Effectiveness	111
SECTION 10.07	Severability	112
SECTION 10.08	Right of Setoff	112
SECTION 10.09	Governing Law; Jurisdiction; Consent to Service of Process.	112
SECTION 10.10	WAIVER OF JURY TRIAL	113
SECTION 10.11	Headings	113
SECTION 10.12	Confidentiality	113
SECTION 10.13	Interest Rate Limitation	114
SECTION 10.14	USA Patriot Act	114
SECTION 10.15	Limitation of Liability	114
SECTION 10.16	Acknowledgments	115
SECTION 10.17	Planned Reorganization	115
SECTION 10.18	Amendment and Restatement; Binding Effect.	115
SECTION 10.19	Consents	116

SCHEDULES:

Schedule 2.01	Committed Amounts
Schedule 2.06	Existing Letters of Credit
Schedule 3.05	Certain Obligations
Schedule 3.06(a)	Properties
Schedule 3.07	Disclosed Matters
Schedule 3.14	Insurance
Schedule 3.15	Material Agreements
Schedule 3.16	Imbalances
Schedule 3.18	Force Majeure
Schedule 3.19(a)	Subsidiaries and Joint Ventures
Schedule 3.19(b)	Consents
Schedule 3.19(c)	Organizational Chart
Schedule 3.20(c)	Copyright Violations
Schedule 5.12	NEJD Insurance
Schedule 5.14	Post-Effective Date Items
Schedule 6.01	Indebtedness
Schedule 6.02	Liens
Schedule 6.09	Transactions with Affiliates


EXHIBITS:
Exhibit A	Form of Assignment and Assumption
Exhibit B	Form of Committed Amount Decrease Certificate
Exhibit C	Form of Letter of Credit Request
Exhibit D	Form of Interest Election Request
Exhibit E	Form of Opinion of Borrower Parties’ Counsel
Exhibit F	Form of Perfection Certificate
Exhibit G	Form of Borrowing Base Multiple Increase Notice
Exhibit H	Form of Borrowing Request
Exhibit I	Form of NEJD Consent
Exhibit J	Form of NEJD Intercompany Consent
Exhibit K-1	Form of Opinion of Borrower Parties’ Local Mississippi Counsel
Exhibit K-2	Form of Opinion of Borrower Parties’ Local Mississippi Counsel (Financing Lease Treatment)
Exhibit L	Form of Opinion of Denbury Counsel
Exhibit M	Form of Opinion of Borrower Parties’ Local Louisiana Counsel

FIRST AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 30, 2008, is by and among GENESIS CRUDE OIL, L.P. , a Delaware limited partnership (the “ Borrower ”), GENESIS ENERGY, L.P. , a Delaware limited partnership (the “ Parent ”), the LENDERS party hereto, and FORTIS CAPITAL CORP. , as Administrative Agent.

WITNESSETH:

WHEREAS, the Borrower, the Parent, the Administrative Agent, the lenders from time to time party thereto (the “ November 2006 Lenders ”) and the other agents and parties referred to therein are parties to the certain Credit Agreement dated as of November 15, 2006 (the “ November 2006 Credit Agreement ”), pursuant to which the November 2006 Lenders made certain loans and other extensions of credit and provided certain commitments to the Borrower;

WHEREAS, in connection with the Davison Acquisition (as defined below), the Borrower’s formation of a new Restricted Subsidiary, Genesis Alabama Pipeline, LLC, an Alabama limited liability company, and certain other matters, the Parent, the Borrower, the lenders and guarantors party thereto, the Administrative Agent and the other agents and parties referred to therein entered into that certain First Amendment to Credit Agreement and Guarantee and Collateral Agreement dated as of July 25, 2007, as amended by that certain Amendment to First Amendment to Credit Agreement and Guarantee and Collateral Agreement dated as of March 28, 2008, among the Borrower, the Parent, the Administrative Agent, the lenders party thereto, and the other agents and parties thereto (as amended, the “ First Amendment ” and, the November 2006 Credit Agreement as amended by the First Amendment, the “ Existing Credit Agreement ”);

WHEREAS, the Borrower has formed a new Restricted Subsidiary, Genesis Free State Holdings, LLC, a Delaware limited liability company (“ FS SPE 1 ”);

WHEREAS, FS SPE 1 has formed a new Unrestricted Subsidiary, Genesis Free State Pipeline, LLC, a Delaware limited liability company (“ FS SPE 2 ”), which shall purchase, substantially contemporaneously with the Effective Date (as defined below), the Free State Pipeline (as defined below) from Denbury Onshore, LLC, a Delaware limited liability company (“ Onshore ”), pursuant to the Free State Purchase and Sale Agreement (as defined below) (the “ Free State Acquisition ”);

WHEREAS, the Parent has formed a new Restricted Subsidiary, Genesis NEJD Holdings, LLC, a Delaware limited liability company (“ NEJD SPE 1 ”);

WHEREAS, NEJD SPE 1 has formed a new Unrestricted Subsidiary, Genesis NEJD Pipeline, LLC, a Delaware limited liability company (“ NEJD SPE 2 ”), which shall, substantially contemporaneously with the Effective Date, enter into a financing lease transaction (as lessor) with Onshore (as lessee) in respect of the NEJD Pipeline (as defined below) pursuant to each of the NEJD Closing Agreement, the NEJD Financing Lease Agreement, the NEJD Memoranda of Lease, the NEJD Conveyances, the NEJD Denbury Guaranty and the NEJD SRCA (each as defined below) (collectively, the “ NEJD Transaction ”); and

WHEREAS, the Borrower, the Parent, the Administrative Agent, the Lenders and the other agents and parties hereto desire to enter into this First Amended and Restated Credit Agreement to, among other things, amend certain provisions of the Existing Credit Agreement to permit each of the Free State Acquisition and the NEJD Transaction and transactions in connection therewith;

NOW, THEREFORE, the parties hereto agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ Acquisition ” means the direct or indirect purchase or acquisition, whether in one or more related transactions, by the Parent or any Restricted Subsidiary of (a) any Person or group of Persons (or all or substantially all of the Equity Interest in any Person or group of Persons) or (b) any related group of assets of any Person or group of Persons.

“ Acquisition Consideration ” means the purchase consideration for any Acquisition and all other payments by the Parent or any Restricted Subsidiary in exchange for, or as part of, or in connection with, any Acquisition, whether paid in cash or by the assumption of obligations or the exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-out” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by the Parent or any Restricted Subsidiary.

“ Act ” has the meaning assigned to such term in Section 10.14.

“ Adjusted Consolidated EBITDA ” means, for any period, Consolidated EBITDA determined on a Pro Forma Basis. Notwithstanding the foregoing, beginning on the Effective Date, (a) (i) prior to the end of the first Test Period or Calculation Period, as the case may be, that includes a fiscal quarter that occurred entirely subsequent to the Effective Date, the Adjusted Consolidated EBITDA attributable to FS SPE 2 for Pro Forma Basis purposes shall be deemed to be $1,968,000 for each fiscal quarter included in such Test Period or Calculation Period, as the case may be, and (ii) on or after the end of the first Test Period or Calculation Period, as the case may be, that includes one fiscal quarter that occurred entirely subsequent to the Effective Date, Adjusted Consolidated EBITDA attributable to FS SPE 2 shall be deemed to be actual Adjusted Consolidated EBITDA attributable to FS SPE 2 during all fiscal quarters in the applicable Test Period or Calculation Period, as the case may be, that occurred entirely subsequent to the Effective Date, multiplied by 4, and divided by the number of such fiscal quarters, and (b) for any Test Period or Calculation Period, as the case may be, that includes fiscal quarters that did not occur entirely subsequent to the Effective Date, Adjusted Consolidated EBITDA attributable to NEJD SPE 2 for Pro Forma Basis purposes shall be deemed to be $5,166,943 for each such fiscal quarter. Upon the occurrence and during the continuance of a “Cash Option Only Default” under and as defined in the NEJD Financing Lease Agreement, Adjusted Consolidated EBITDA shall be automatically reduced by an amount equal to the contributions to Adjusted Consolidated EBITDA attributable to NEJD SPE 2 for the applicable Test Period or Calculation Period. Solely for purposes of determining the Borrowing Base and notwithstanding anything to the contrary in this definition, (x) cash distributions received by the Parent or any Restricted Subsidiary from Unrestricted Subsidiaries, Joint Ventures and any Person accounted for by the equity method of accounting or from any Person that is not a Subsidiary of the Parent (including intercompany loan repayments) shall not be permitted to account for more than 20% of total Adjusted Consolidated EBITDA, and (y) cash distributions received by the Parent or any Restricted Subsidiary from NEJD SPE 2 (including intercompany loan repayments) shall not be permitted to contribute more than $15,000,000 to total Adjusted Consolidated EBITDA, and in the case of (x) and (y), any excess above such percentage or amount, as the case may be, as calculated from time to time, shall not be considered Adjusted Consolidated EBITDA for such purposes. For purposes of including any such cash distributions in the calculation of Adjusted Consolidated EBITDA to the extent permitted in the preceding sentence, credit for the applicable period shall be given (a) first, to the NEJD Borrowing Base Attributable Amount for such period to the extent permitted by such sentence, (b) second, to the FS Borrowing Base Attributable Amount for such period, to the extent permitted by such sentence, and (c) third, if the sum of the NEJD Borrowing Base Attributable Amount and the FS Borrowing Base Amount accounts for less than 20% of total Adjusted Consolidated EBITDA for such period, to cash distributions from any other Unrestricted Subsidiaries, Joint Ventures and any Person accounted for by the equity method of accounting or from any Person that is not a Subsidiary of the Parent (including intercompany loan repayments) for such period, to the extent of such difference or, if such distributions for such period are, in the aggregate, equal to an amount less than such difference, to the extent of such lesser amount.

“ Adjusted LIBOR Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100th of 1%) equal to (a) the LIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“ Administrative Agent ” means Fortis, in its capacity as administrative agent for the Lenders hereunder.

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

“ Affiliate ” means, with respect to a specified 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; provided , however , that, for purposes of Section 6.09(a), the term “Affiliate” shall also include (i) any Person that directly or indirectly owns more than 10% of any class of Equity Interests of the person specified or (ii) any Person that is an executive officer or director of the Person specified

“ Agreement ” means the Existing Agreement, as amended and restated by this First Amended and Restated Credit Agreement, as the same may from time to time be amended, modified, restated, or replaced from time to time, and any annexes, exhibits and schedules to any of the foregoing.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof: “ Prime Rate ” means the rate of interest per annum publicly announced from time to time by Fortis as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by Fortis in connection with extensions of credit to debtors); and “ Federal Funds Effective Rate ” means, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. Any change in the Alternate Base Rate due to a change in the Prime Rate or Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“ Anti-Terrorism Laws ” has the meaning assigned to such term in Section 3.24(a).

“ Applicable Margin ” means, with respect to any ABR Loan or Eurodollar Loan, or with respect to the Unused Fee on Committed Amount, as the case may be, the rate per annum set forth in the Pricing Grid below based upon the Consolidated Leverage Ratio then in effect:

Pricing Grid
Level	Consolidated Leverage Ratio	LIBOR Margin	Base Rate Margin	Unused Fee on Committed Amount
I	≤ 3.00 to 1.00	1.50%	0.50%	0.300%
II	> 3.00 to 1.00	1.75%	0.75%	0.375%
III	> 3.50 to 1.00	2.25%	1.25%	0.500%
IV	> 4.00 to 1.00	2.50%	1.50%	0.500%
V	> 4.50 to 1.00	2.875%	1.875%	0.500%

The Applicable Margin for any date shall be determined by reference to the Consolidated Leverage Ratio as of the last day of the fiscal quarter most recently ended and any change shall (a) become effective upon the delivery to the Administrative Agent of financial statements pursuant to Section 5.01 for such quarter and (b) apply (i) in the case of ABR Loans, to ABR Loans outstanding on such delivery date or made on and after such delivery date and (ii) in the case of Eurodollar Loans, to Eurodollar Loans made, continued or converted on and after such delivery date. Notwithstanding the foregoing, at any time during which the applicable Borrower Party has failed to deliver such financial statements to the Administrative Agent when due, the Consolidated Leverage Ratio shall be deemed, solely for the purpose of this definition, to be Level V until such time as the applicable Borrower Party shall deliver such financial statements.

“ Arkansas Real Property ” means Real Property of the Borrower Parties located in the State of Arkansas.

“ Arrangers ” means, collectively, Fortis and Deutsche Bank Securities Inc. and “ Arranger ” means, individually, Fortis or Deutsche Bank Securities Inc.

“ Assignee ” has the meaning assigned to such term in Section 10.04(c).

“ 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 10.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“ Availability Period ” means the period from and including the November 2006 Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Committed Amount.

“ Available Amount ” means, for any day, the lower of (a) the then effective Borrowing Base minus the aggregate amount of secured Indebtedness permitted under Sections 6.01 and 6.02 outstanding as of such day, and (b) the then effective aggregate Committed Amount.

“ Benefit Arrangement ” means, at any time, an employee benefit plan within the meaning of Section 3(3) of ERISA that is not a Plan or a Multiemployer Plan and that is maintained or otherwise contributed to by any ERISA Affiliate.

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

“ Borrower ” has the meaning assigned to such term in the introductory paragraph hereto.

“ Borrower Parties ” means the Borrower, the Restricted Subsidiaries and the Parent.

“ Borrower’s Business ” means the business of the Parent, the Borrower and the Restricted Subsidiaries, taken as a whole.

“ Borrowing ” means Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

“ Borrowing Base ” means, for any Test Period, the amount equal to the product of (a) 4.25 and (b) the Adjusted Consolidated EBITDA for such Test Period; provided that during any Borrowing Base Multiple Increase Period when a Borrowing Base Multiple Increase Notice is effective, “Borrowing Base” shall mean the amount equal to the product of (i) 4.75 and (ii) Adjusted Consolidated EBITDA for such Test Period, provided further , that (x) during any period when Denbury’s senior unsecured non-credit enhanced publicly held debt rating is not rated both BB- or better by S&P and B1 or better by Moody’s, the Arrangers may, in their sole and absolute discretion, reduce the Borrowing Base by the FS Borrowing Base Attributable Amount and the NEJD Borrowing Base Attributable Amount, and (y) upon the occurrence of a “Cash Prepayment Only Default” under and as defined in the NEJD Financing Lease Agreement, (A) the Borrowing Base shall be automatically reduced by the NEJD Borrowing Base Attributable Amount for the applicable Test Period and (B) the Arrangers may, in their sole and absolute discretion, reduce the Borrowing Base by the FS Borrowing Base Attributable Amount for the applicable Test Period.

“ Borrowing Base Certification ” has the meaning assigned such term in Section 5.01(g).

“ Borrowing Base Multiple Increase Notice ” means a Borrowing Base Multiple Increase Notice substantially in the form of Exhibit G .

“ Borrowing Base Multiple Increase Period ” means, with respect to any Borrowing Base Multiple Increase Notice delivered in accordance with Section 2.04, the period beginning on the date of the consummation of the Material Acquisition applicable to such notice and ending on the last Business Day of the third complete fiscal quarter thereafter.

“ Borrowing Request ” means a request by the Borrower for a Revolving Borrowing in accordance with Section 2.03(a), substantially in the form of Exhibit H .

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Calculation Period ” means, with respect to any Substantial Transaction or any other event expressly required to be calculated on a Pro Forma Basis pursuant to the terms of this Agreement, the Test Period most recently ended prior to the date of such Substantial Transaction or other event for which financial statements have been delivered to the Lenders pursuant to this Agreement.

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) Real Property, Pipelines or personal Property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ Casualty Event ” means any loss of or damage to or destruction of, or any condemnation or other taking of, any Property of the Parent or its Subsidiaries or Joint Ventures.

“ Change in Control ” means the occurrence of any of the following events: (i) the Parent and the Restricted Subsidiaries (other than Restricted Subsidiaries that are Controlled, or directly or indirectly owned (in whole or in part), by the Borrower) shall cease to be the sole legal or beneficial owners (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of one-hundred percent (100%) of the limited partnership interests of the Borrower (including all securities which are convertible into limited partner interests), or (ii) the General Partner shall cease to be the sole general partner of the Parent, or (iii) the Continuing Directors shall cease to collectively constitute a majority of the members of the board of directors of the General Partner, or (iv) Denbury shall either (A) cease to Control the General Partner or (B) cease to own legally and beneficially at least 80% of the Equity Interests of the General Partner, or (v) any Restricted Subsidiary that is a partnership shall cease to have as its general partner either the General Partner, the Parent or another Restricted Subsidiary. As used herein, “Continuing Director” means any member of the board of directors of the General Partner who (x) is a member of such board of directors as of the date hereof or is specified in the Parent’s filings with the SEC prior to the date hereof as a Person who is to become a member of such board as of the Effective Date, or (y) was nominated for election or elected to such board of directors with the approval of at least a majority of the Continuing Directors who were members of such board at the time of such nomination or election.

“ Change in Law ” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“ Charges ” has the meaning assigned to such term in Section 10.13.

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

“ Collateral ” means all collateral under or as defined in any Security Document.

“ Committed Amount ” means, with respect to each Lender, the amount of the commitment of such Lender to make Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder at any given time. A Lender’s Committed Amount may be (a) reduced from time to time pursuant to Section 2.09, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04 or (c) decreased or increased from time to time pursuant to Section 2.04. The amount of each Lender’s Committed Amount as of the Effective Date is set forth on Schedule 2.01 , or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Committed Amount. The aggregate Committed Amount as of the Effective Date shall be $500,000,000.

“ Committed Amount Decrease Certificate ” means a Committed Amount Decrease Certificate delivered in connection with a decrease in the Committed Amounts substantially in the form of Exhibit B .

“ Committed Amount Decrease Effective Date ” means, with respect to a decrease in the aggregate Committed Amounts, the date that such decrease becomes effective pursuant to Section 2.05(b).

“ Consolidated Capitalization Ratio ” means, as at any date of determination, the ratio of (a) Consolidated Total Funded Debt as of such date to (b) the sum of the Consolidated Total Funded Debt plus Consolidated Net Worth as of such date.

“ Consolidated Debt Service Coverage Ratio ” means, on any date of determination, the ratio of (a) Adjusted Consolidated EBITDA for the Test Period most recently ended on or prior to such date to (b) Consolidated Interest Expense for such Test Period.

“ Consolidated EBITDA ” means, for any period, Consolidated Net Income for such period (without giving effect to (without duplication) (a) any extraordinary income or gains, (b) any interest income, (c) any non-cash income (excluding items which represent the reversal of a non-cash charge referred to in clause (e) below of this definition), (d) any extraordinary losses, (e) any non-cash charges or losses (except to the extent that any such non-cash charge or loss would require an anticipated cash payment (or a reserve for an anticipated cash payment) in any future period), including any non-cash expenses relating to impairments and similar write-offs and stock appreciation rights, (f) any gains or losses from sales of assets other than inventory sold in the ordinary course of business, (g) income or losses attributable to Unrestricted Subsidiaries, Joint Ventures, any Person accounted for by the Parent by the equity method of accounting, or any other Person that is not a Subsidiary of the Parent or (h) income or losses attributable to Direct Financing Leases) adjusted by adding thereto (in each case, to the extent deducted in determining Consolidated Net Income for such period or deducted by operation of clause (g) or (h) above), without duplication, the amount of (i) total interest expense (inclusive of amortization of deferred financing fees and other original issue discount and banking fees, charges and commissions (e.g., letter of credit fees and commitment fees)), (ii) provision for taxes based on income (including any Texas franchise Tax provided such franchise Tax is a Tax based on income) and foreign withholding taxes, (iii) all depreciation, depletion and amortization expense, (iv) any non-cash equity compensation or stock option or similar compensation expense including all expense recorded for the Parent’s stock appreciation rights plan in excess of cash payments for exercised rights, (v) any cash received by the Parent or any Restricted Subsidiary pursuant to any Direct Financing Lease and (vi) any cash distributions received by the Parent or any Restricted Subsidiary from Unrestricted Subsidiaries, Joint Ventures, any Person accounted for by the Parent by the equity method of accounting, or any other Person that is not a Subsidiary of the Parent. For the avoidance of doubt, it is understood and agreed that to the extent any amounts are excluded from Consolidated Net Income by virtue of the proviso to the definition thereof, any add backs to Consolidated Net Income in determining Consolidated EBITDA as provided above shall be limited (or denied) in a fashion consistent with the proviso to the definition of Consolidated Net Income contained in such definition.

“ Consolidated Interest Expense ” shall mean, for any period, (a) the sum of (i) the total consolidated interest expense, net of consolidated interest income, of the Parent and its Subsidiaries (including, without limitation, all commissions, discounts and other commitment and banking fees and charges ( e.g. , fees with respect to letters of credit (including the Letters of Credit) and Hedging Agreements)) for such period (calculated without regard to any limitations on payment thereof), adjusted to exclude (to the extent same would otherwise be included in the calculation above in this clause (a)) the amortization of any deferred financing costs for such period, plus (ii) without duplication, (x) that portion of Capital Lease Obligations of the Parent and its Subsidiaries on a consolidated basis representing the interest factor for such period and (y) the “deemed interest expense” ( i.e. , the interest expense which would have been applicable if the respective obligations were structured as on-balance sheet financing arrangements) with respect to all Indebtedness of the Parent and its Subsidiaries of the type described in clause (g) of the definition of Indebtedness contained herein (to the extent same does not arise from a financing arrangement constituting an operating lease) for such period, minus (b) that portion of (i) and (ii) above attributable to Unrestricted Subsidiaries.

“ Consolidated Leverage Ratio ” shall mean, on any date of determination, the ratio of (x) Consolidated Total Funded Debt on such date to (y) Adjusted Consolidated EBITDA for the Test Period most recently ended on or prior to such date.

“ Consolidated Net Income ” shall mean, for any period, the net income (or loss) of the Parent and its Subsidiaries determined on a consolidated basis for such period (taken as a single accounting period) in accordance with GAAP, provided that the following items shall be excluded (without duplication) in computing Consolidated Net Income: (i) except for determinations expressly required to be made on a Pro Forma Basis, the net income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Parent or all or substantially all of the Property or assets of such Person are acquired by a Subsidiary of the Parent and (ii) the net income of any Subsidiary of the Parent to the extent that the declaration or payment of cash dividends or similar cash distributions by such Subsidiary of such net income is not at the time permitted by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Subsidiary.

“ Consolidated Net Worth ” means (a) the remainder of all consolidated assets, as determined in accordance with GAAP, of the Parent and its Subsidiaries minus the sum of (i) the consolidated liabilities, as determined in accordance with GAAP, of the Parent and its Subsidiaries and (ii) all outstanding minority interests (other than the minority interest in Borrower held by the General Partner) minus (b) for any Unrestricted Subsidiaries that are included in the calculation of clause (a) above, the remainder (not to be less than zero) of (i) the assets of all such Unrestricted Subsidiaries minus (ii) the liabilities of all such Unrestricted Subsidiaries. The effect of any increase or decrease in net worth in any period as a result of items of income or loss not reflected in the determination of net income but reflected in the determination of comprehensive income (to the extent provided under GAAP as in effect on the date hereof) shall be excluded in determining Consolidated Net Worth.

“ Consolidated Total Funded Debt ” shall mean, at any time, (a) the sum of (without duplication) (i) all Indebtedness of the Parent and its Subsidiaries (on a consolidated basis) as would be required to be reflected as debt or Capital Lease Obligations on the liability side of a consolidated balance sheet of the Parent and its Subsidiaries in accordance with GAAP, (ii) all Indebtedness of the Parent and its Subsidiaries of the type described in clauses (b) (excluding undrawn amounts in respect of letters of credit) and (g) of the definition of Indebtedness, and (iii) all Guarantees of the Parent and its Subsidiaries in respect of Indebtedness of any third Person of the type referred to in preceding clauses (a) and (b), minus (to the extent included) (b) any such Indebtedness or Guarantees of any Unrestricted Subsidiaries.

“ 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.

“ Control Agreement ” means any agreement the purpose of which is to create a First Priority perfected Lien by control in favor of the Administrative Agent for the benefit of the Secured Parties in respect of one or more deposit accounts, securities accounts or commodities accounts of any Borrower Party.

“ Davison Acquisition ” means the acquisition by the Parent or its designees of, inter alia , the Subject Assets (as defined in the Davison Contribution and Sale Agreement).

“ Davison Contribution and Sale Agreement ” means the Contribution and Sale Agreement by and among Davison Petroleum Products, L.L.C., Davison Transport, Inc., Transport Company, Davison Terminal Service, Inc., Sunshine Oil & Storage, Inc., T&T Chemical, Inc., Fuel Masters, LLC, TDC, L.L.C. and Red River Terminal, L.L.C., as Sellers and Parent as Buyer, dated as of April 25, 2007, as amended by Amendment No. 1 thereto dated as of July 25, 2007.

“ Davison Information Memorandum Materials ” means the information memorandum and the other written information distributed by the Borrower in connection with the bank meeting on or about June 15, 2007.

“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ Denbury ” means Denbury Resources Inc., a Delaware corporation.

“ Direct Financing Lease ” means any arrangement in respect of which cash received pursuant to such arrangement is shown on the Parent’s consolidated statement of cash flows as being attributable to “direct financing leases;” provided , however , the NEJD Financing Lease Agreement shall not constitute a Direct Financing Lease for purposes hereof.

“ Disclosed Matters ” means the actions, suits and proceedings disclosed in Schedule 3.07 .

“ Distributable Cash ” means, with respect to any fiscal quarter, the positive difference, if any between (a) for the eight most recent fiscal quarters immediately preceding the relevant quarter, Adjusted Consolidated EBITDA (i) plus (x) interest income, (y) cash proceeds from the sale of assets not being used in the operation of the Borrower’s Business ( provided that this clause (y) shall not include insurance proceeds), and (z) any non-cash charges or losses excluded in clause (e) of the definition of Consolidated EBITDA, (ii) minus (x) total interest expense, (y) maintenance capital expenditures incurred to replace or enhance partially or fully depreciated assets so as to sustain the existing operating capacity or efficiency of the assets or extend their useful lives, and (z) cash payments for taxes based on income (including any Texas franchise Tax provided such franchise Tax is a Tax based on income) and foreign withholding taxes, minus (b) all distributions made by the Parent to the holders of its Equity Interest attributable to such eight quarter period.

“ Divestiture ” means the direct or indirect sale or transfer, whether in one or more related transactions, by the Parent or the Restricted Subsidiaries of any Person or group of Persons (or any Equity Interest in any Person or group of Persons) or any related group of assets, liabilities or securities of any Person or group of Persons.

“ dollars ” or “ $ ” refers to lawful money of the United States of America.

“ EDGAR ” means the Electronic Data Gathering, Analysis, and Retrieval computer system for the receipt, acceptance, review and dissemination of documents submitted to the SEC in electronic format.

“ Effective Date ” means the date on which the conditions specified in 4.01 are satisfied (or waived in accordance with Section 10.02).

“ Embargoed Person ” has the meaning set forth in Section 6.22.

“ Environmental Claim ” means any notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive by any Governmental Authority or any other Person, arising (a) pursuant to or in connection with any actual or alleged violation of any Environmental Law, (b) in connection with any Hazardous Material or any actual or alleged Hazardous Material Activity, or (c) in connection with any actual or alleged damage, injury, threat or harm to natural resources or the environment or, to the extent arising under Environmental Laws.

“ Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments or injunctions promulgated by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnification for such matters), of any Person directly or indirectly 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, (e) any Environmental Claim, or (f) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interest ” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any member interests in a limited liability company, any general or limited partner interests in a partnership, any and all equivalent ownership interests in a Person and any and all warrants, options or other rights to purchase any of the foregoing.

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

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with the Parent, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Parent or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Parent or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Parent or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Parent or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Parent or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“ Eurodollar ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBOR Rate.

“ Event of Default ” has the meaning assigned to such term in Article VII.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute thereto.

“ Exchange Consent ” means the Consent and Agreement contemplated by Section 2(b)(iv) of the NEJD Consent.

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction 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 of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.05(d) or Section 2.19(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.17(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 the Borrower with respect to such withholding tax pursuant to Section 2.17(a).

“ Executive Order ” has the meaning assigned to such term in Section 3.24(a).

“ Existing Credit Agreement ” has the meaning assigned to such term in the recitals hereto.

“ Existing Guarantee and Collateral Agreement ” means the Guaranty and Collateral Agreement, dated as of November 15, 2006, by and among the Borrower, the Guarantors signatory thereto and the Administrative Agent, as amended by the First Amendment.

“ Existing Letters of Credit ” means the Letters of Credit listed on Schedule 2.06 .

“ Facility ” means any Real Property or Pipelines (including in each case all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by the Borrower, the Parent, any Subsidiary or any of their respective predecessors or Affiliates.

“ Faustina Joint Venture ” means Faustina Hydrogen Products LLC, a Delaware limited liability company expected to be formed as contemplated in the Investment and Development Agreement dated May 1, 2006 by and among USD Syngas LLC, Denbury Onshore, LLC and the Borrower, and the arrangements described in such agreement.

“ FERC ” means the Federal Energy Regulatory Commission.

“ Finance Co ” means a direct, Wholly Owned Subsidiary of the Parent formed to become a co-issuer or co-borrower of unsecured Indebtedness permitted by this Agreement, which Restricted Subsidiary meets the following conditions at all times: (i) the provisions of Sections 5.10 and 5.11 have been complied with with respect to such Restricted Subsidiary and (ii) such Restricted Subsidiary has not (A) incurred, directly or indirectly, any Indebtedness or other obligation or liability whatsoever other than the Indebtedness that it was formed to co-issue or co-borrow; (B) engaged in any business, activity or transaction or owned any Property, assets or Equity Interests other than (x) performing its obligations and activities incidental to the co-issuance or co-borrowing of the Indebtedness that it was formed to co-issue or co-borrow, and (y) other activities incidental to the maintenance of its existence, including legal, Tax and accounting administration; (C) consolidated with or merged with or into any Person; or (D) failed to hold itself out to the public as a legal entity separate and distinct from all other Persons.

“ Financial Officer ” means, with respect to any Person, the chief executive officer, president, chief accounting officer, chief financial officer, treasurer, vice president of finance or controller of such Person and, to the extent the Parent or any of the Subsidiaries does not have any officers (or any such officer), any similar officer of the General Partner or such Person’s parent or general partner.

“ First Amendment ” has the meaning assigned to such term in the recitals hereto.

“ First Amendment Foreign Subsidiaries ” means TDC Peru, TDC Energy Canada and TDC Chile.

“ First Amendment Unrestricted Subsidiaries ” means the First Amendment Foreign Subsidiaries, International Holdco and South America Holdco.

“ First Priority ” means, with respect to any Lien purported to be created and granted in any Collateral pursuant to any Security Document, that such Lien is the most senior Lien to which such Collateral is subject.

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

“ Foreign Subsidiary ” means any Subsidiary that is not organized under the laws of the United States of America or any state thereof or the District of Columbia.

“ Fortis ” means Fortis Capital Corp.

“ Free State Acquisition ” has the meaning assigned to such term in the recitals hereto.

“ Free State Acquisition Documents ” means the Free State Purchase and Sale Agreement, the Free State Transportation Services Agreement, the Free State ROFR Agreement, the Free State SRCA, the Free State Denbury Guaranty, and each other agreement, instrument, certificate or document executed by the Borrower Parties, FS SPE 2, Denbury and/or Onshore or any of their officers at any time in connection with the Free State Acquisition, as such agreements may be amended, modified, supplemented or restated from time to time in accordance with this Agreement.

“ Free State Denbury Guaranty ” means the Guaranty, dated as of even date herewith, by Denbury in favor of FS SPE 2.

“ Free State Pipeline ” means the “Pipeline System” as defined in the Free State Purchase and Sale Agreement.

“ Free State Purchase and Sale Agreement ” means the Pipeline Purchase and Sale Agreement, dated as of even date herewith, by and between Onshore and FS SPE 2.

“ Free State ROFR Agreement ” means the Right of First Refusal and Option to Purchase Agreement, dated as of even date herewith, by and among Onshore, FS SPE 2 and the Parent.

“ Free State SRCA ” means the Special Representations and Covenants Agreement, dated as of even date herewith, by and between the Parent and Onshore relating to the Free State Acquisition.

“ Free State Transportation Services Agreement ” means the Transportation and Services Agreement dated as even date herewith, by and between FS SPE 2 and Onshore.

“ FS Borrowing Base Attributable Amount ” means, at any time, the full amount of that portion of the Borrowing Base that is or otherwise would be attributable to contributions to Adjusted Consolidated EBITDA made in respect of FS SPE 2.

“ FS SPE 1 ” has the meaning assigned to such term in the recitals hereto.

“ FS SPE 2 ” has the meaning assigned to such term in the recitals hereto.

“ GAAP ” means generally accepted accounting principles in the United States of America.

“ General Partner ” means the “General Partner” of the Parent as such term is defined in the Partnership Agreement.

“ General Partner Pledge Agreement ” means the General Partner Pledge Agreement, dated as of even date herewith, by the General Partner in favor of the Administrative Agent.

“ Genesis Alabama ” means Genesis Alabama Pipeline, LLC, an Alabama limited liability company.

“ Genesis Alabama Pipeline Project ” means the crude oil gathering system to be constructed in the Little Cedar Creek Field in Conecuh County, Alabama and the crude oil pipeline systems connection such crude oil gathering system to the Genesis Pipeline USA Florida Pipeline System at a point in Escambia County, Alabama.

“ Genesis Alabama Real Property ” means all Real Property of Genesis Alabama.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Governmental Real Property Disclosure Requirements ” means any Governmental Requirement of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, Pipeline, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, Pipeline, facility, establishment or business, of the actual or threatened presence or release in or into the environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, Pipeline, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

“ Governmental Requirement ” means any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other directive or requirement, whether now or hereafter in effect, including Environmental Laws, energy regulations and occupational, safety and health standards or controls, of any Governmental Authority.

“ Guarantee ” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease Property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business or any obligation that arises solely as a result of the relevant Person’s status as a general partner in a partnership.

“ Guarantee and Collateral Agreement ” means the Existing Guarantee and Collateral Agreement, as amended and restated by the First Amended and Restated Guarantee and Collateral Agreement, dated as of even date herewith, by and among the Borrower and the other grantors set forth therein, in favor of the Administrative Agent.

“ Guarantor ” means each of the Parent, each Restricted Subsidiary (other than the Borrower), and each guarantor pursuant to Sections 5.10 and 5.11.

“ 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 regulated pursuant to any Environmental Law.

“ Hazardous Materials Activity ” means any event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, release, threatened release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“ Hedging Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions.

“ Indebtedness ” means, as to any Person, without duplication, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of Property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices and which in any event are no more than 120 days past due, or, if more than 120 days past due, are being contested in good faith and adequate reserves with respect thereto have been made on the books of such Person), (b) the maximum amount available to be drawn or paid under all letters of credit, bankers’ acceptances, bank guaranties, surety and appeal bonds and similar obligations issued for the account of such Person and all unpaid drawings and unreimbursed payments in respect of such letters of credit, bankers’ acceptances, bank guaranties, surety and appeal bonds and similar obligations, (c) all indebtedness of the types described in clause (a), (b), (d), (e), (f) or (g) of this definition secured by any Lien on any Property owned by such Person, whether or not such indebtedness has been assumed by such Person ( provided that, if the Person has not assumed or otherwise become liable in respect of such indebtedness, such indebtedness shall be deemed to be in an amount equal to the fair market value of the Property to which such Lien relates), (d) all Capital Lease Obligations of such Person, (e) all Guarantees of such Person, (f) all net obligations under any Hedging Agreement or under any similar type of agreement and (g) all Off-Balance Sheet Liabilities of such Person. For the avoidance of doubt, Indebtedness shall not include any indebtedness that arises solely as a result of the relevant Person’s status as a general partner of a partnership.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Intellectual Property ” has the meaning assigned to such term in Section 3.20.

“ Interest Election Request ” means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08, substantially in the form of Exhibit D .

“ Interest Payment Date ” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“ Interest Period ” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ International Holdco ” means TDC Americas, LLC, a Delaware limited liability company.

“ Investment ” means, with respect to any Person, any direct or indirect purchase or other acquisition by such Person of any Equity Interest in any other Person, or any direct or indirect loan, advance or capital contribution by such Person to any other Person, including all Indebtedness and receivables owed by such other Person that are not current assets or did not arise from sales to such other Person in the ordinary course of business.

“ Issuing Bank ” means (a) Fortis Bank S.A./N.V., New York Branch in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i) and (b) Bank of America in its capacity as issuer of the Existing Letters of Credit. Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“ Joint Venture ” means (a) any Person (i) that is not a Subsidiary, and (ii) of which the Borrower, together with its subsidiaries, is, directly or indirectly, the beneficial owner of 5% or more of any class of Equity Interests or (b) an Unrestricted Subsidiary formed with the express intention of establishing a joint venture; provided that if an entity formed pursuant to this clause (b) still constitutes a Subsidiary thirty days after formation, it shall no longer constitute a Joint Venture.

“ Knowledge ” means knowledge; provided that to the extent used in this Agreement to refer to the knowledge of any Borrower Party in respect of the activities or affairs of any Joint Venture or any Person that is not an Affiliate of such Borrower Party, the term “Knowledge” shall not require such Borrower Party to make any inquiry to such Joint Venture or to any other holder of any Equity Interest in such Joint Venture.

“ LC Disbursement ” means a payment made by any Issuing Bank pursuant to a Letter of Credit issued by such Issuing Bank.

“ LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Issuing Bank at any time shall be its Ratable Portion of the total LC Exposure at such time.

“ Lenders ” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or any other documentation specified in Section 2.05 or Section 2.19.

“ Letter of Credit ” means any letter of credit issued pursuant to this Agreement and the Existing Letters of Credit.

“ Letter of Credit Request ” means a request by the Borrower for a Letter of Credit in accordance with Section 2.06(a), substantially in the form of Exhibit C .

“ LIBOR Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBOR Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“ Loan Documents ” means this Agreement, each promissory note, if any, executed in connection herewith, the Letters of Credit, the Security Documents, the Fee Letter, each Secured Hedging Agreement, the NEJD Intercompany Financing Agreements, any letter of credit issued for the benefit of NEJD SPE 1, NEJD SPE 2 or the Administrative Agent in connection with the NEJD Transaction, and each other agreement, instrument, certificate or document executed by the Borrower Parties or any of their officers at any time in connection with this Agreement, as such agreements may be amended, modified, supplemented or restated from time to time.

“ Loans ” means the revolving loans made by the Lenders to the Borrower pursuant to this Agreement.

“ Margin Stock ” has the meaning assigned to such term in Regulation U.

“ Material Acquisition ” means a Permitted Acquisition that, when taken together with all other Permitted Acquisitions that have been consummated in the immediately prior twelve months (but not counting any Permitted Acquisition consummated prior to the beginning of the most recently commenced Borrowing Base Multiple Increase Period), collectively have an aggregate Acquisition Consideration in excess of $75,000,000; provided , that the Free State Acquisition shall be deemed to be a Material Acquisition for purposes of this Agreement.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise, of the Parent and the other Borrower Parties, taken as a whole, (b) the perfection or priority of the Liens created and granted pursuant to the Security Documents, (c) the ability of any Borrower Party to perform any of its obligations under the Loan Documents or (d) the rights of or benefits available to the Lenders under this Agreement or any other Loan Document.

“ Material Agreement ” means any agreement to which any Borrower Party is a party that is of the type either referred to as a “material definitive agreement” in Form 8-K or required to be attached as an exhibit to a filing in accordance with Item 6.01 of Regulation S-K, as promulgated by the SEC.

“ Material Indebtedness ” means Indebtedness (other than the Loans and Letters of Credit) of any one or more of the Parent and the other Borrower Parties in an aggregate principal amount exceeding $2,000,000. For purposes of determining Material Indebtedness, the “principal amount” of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Parent, the Borrower or any Restricted Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

“ Material Subsidiary ” means any Restricted Subsidiary (including the Borrower) that, on any date of determination, (a) owns tangible Property having a fair market value in excess of 5% of the aggregate fair market value of all tangible Property of the Parent and the Restricted Subsidiaries, in each case, as determined in good faith by the Borrower, or (b) accounts for in excess of 5% of Consolidated EBITDA for the Test Period most recently ended on or prior to such date; provided that FS SPE 1 and NEJD SPE 1 shall at all times be deemed to be Material Subsidiaries.

“ Maturity Date ” means November 15, 2011.

“ Maximum Rate ” has the meaning assigned to such term in Section 10.13.

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

“ Mortgage ” means each mortgage, deed of trust or any other document creating and evidencing a Lien on Real Property, Pipelines and other Property in favor of the Secured Parties, which shall be in a form reasonably satisfactory to the Administrative Agent, as the same may be amended, modified, supplemented or restated from time to time in accordance with the Loan Documents.

“ Mortgaged Property ” means all Real Property and Pipelines that are subject to a Mortgage.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Parent or any ERISA Affiliate makes or is obligated to make contributions.

“ NEJD Borrowing Base Attributable Amount ” means, at any time, the full amount of that portion of the Borrowing Base that is or otherwise would be attributable to contributions to Adjusted Consolidated EBITDA made in respect of NEJD SPE 2.

“ NEJD Consent ” means the Consent and Agreement, dated as of even date herewith, by and among Denbury, Onshore, the Administrative Agent, NEJD SPE 1, NEJD SPE 2 and the Parent.

“ NEJD Conveyances ” means, collectively, (a) Conveyance dated as of even date herewith by Onshore to NEJD SPE 2 of property located in the certain counties in the State of Mississippi and (b) Conveyance dated as of even date herewith by Onshore to NEJD SPE 2 of property located in certain parishes in the State of Louisiana.

“ NEJD Closing Agreement ” means the Closing Agreement, dated as of even date herewith, by and between NEJD SPE 2 and Onshore.

“ NEJD Denbury Guaranty ” means the Guaranty, dated as of even date herewith, by Denbury in favor of NEJD SPE 2.

“ NEJD Financing Lease Agreement ” means the Pipeline Financing Lease Agreement, dated as of even date herewith, by and between NEJD SPE 2 and Onshore.

“ NEJD Intercompany Collateral ” means all collateral under or as defined in any NEJD Intercompany Security Document.

“ NEJD Intercompany Collateral Agreement ” means the NEJD Intercompany Collateral Agreement, dated as of even date herewith, by NEJD SPE 2 in favor of NEJD SPE 1.

“ NEJD Intercompany Consent ” means the Consent and Agreement, dated as of even date herewith, by and among the Administrative Agent, NEJD SPE 1, NEJD SPE 2 and the Parent.

“ NEJD Intercompany Financing Agreements ” means the NEJD Intercompany Note, the NEJD Intercompany Security Documents, and each other agreement, instrument, certificate or document executed by NEJD SPE 1 or NEJD SPE 2 or any of their respective officers at any time in connection with the NEJD Intercompany Note, as such agreements may be amended, modified supplemented or restated from time to time.

“ NEJD Intercompany Note ” means the promissory note, dated as of even date herewith, in the original principal amount of $175,000,000, executed and delivered by NEJD SPE 2 and payable to the order of NEJD SPE 1.

“ NEJD Intercompany Security Documents ” means the NEJD Intercompany Collateral Agreement and any and all other agreements, documents, instruments or certificates executed by NEJD SPE 2 or any of its officers at any time in connection with securing the obligations under the NEJD Intercompany Financing Agreements, as such agreements may be amended, modified, supplemented or restated from time to time.

“ NEJD Memoranda of Lease ” means, collectively, (a) the Memorandum of Lease, Deed of Trust, Security Agreement and UCC Fixture Filing, dated as of even date herewith, among Onshore, as Lessee, Grantor and Debtor, and the trustee named therein; and NEJD SPE 2, as Lessor, Beneficiary and Secured Party and (b) Notice of Lease, Mortgage and Security Agreement dated as of even date herewith, among Onshore, as Lessee and Mortgagor, Grantor and Debtor and NEJD SPE 2, as Lessor, Mortgagee and Secured Party.

“ NEJD Pipeline ” means the “Pipeline System” as defined in the NEJD Closing Agreement.

“ NEJD SPE 1 ” has the meaning assigned to such term in the recitals hereto.

“ NEJD SPE 2 ” has the meaning assigned to such term in the recitals hereto.

“ NEJD SRCA ” means the Special Representations and Covenants Agreement, dated as of even date herewith, by and between the Parent and Onshore relating to the NEJD Transaction.

“ NEJD Transaction ” has the meaning assigned to such term in the recitals hereto.

“ NEJD Transaction Documents ” means the NEJD Closing Agreement, the NEJD Financing Lease Agreement, the NEJD Memoranda of Lease, the NEJD Conveyances, the NEJD Denbury Guaranty, the NEJD SRCA, and each other agreement, instrument, certificate or document executed by the Borrower Parties, NEJD SPE 2, Denbury and/or Onshore or any of their officers at any time in connection with the NEJD Transaction (other than the NEJD Intercompany Financing Agreements), as such agreements may be amended, modified, supplemented or restated from time to time.

“ Non-Controlled Unrestricted Subsidiary ” means any Unrestricted Subsidiary that meets both of the following criteria: (a) the Parent does not own, directly or indirectly, securities or other ownership interests representing more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests, of such Unrestricted Subsidiary, and (b) the Parent and/or one or more subsidiaries of the Parent do not Control such Unrestricted Subsidiary.

“ Non-Recourse Obligations ” means Indebtedness, Guarantees and other obligations of any type as to which (a) neither the Borrower nor any other Borrower Party (except, as this defined term is used in Section 6.01(h), the applicable Restricted Subsidiary) (i) is obligated to provide credit support in any form or (ii) is directly or indirectly liable and (b) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary or Joint Venture) would permit (upon notice, lapse of time or both) any holder of any Indebtedness or Guarantees of the Borrower or any other Borrower Party (except, as this defined term is used in Section 6.01(h), the applicable Restricted Subsidiary) to declare a default on such Indebtedness or Guarantees of the Borrower or any such other Borrower Party or cause the payment of any such Indebtedness to be accelerated or payable prior to its stated maturity or cause any such Guarantees to become payable, in the case of (a) and (b) above, except for obligations that arise solely as a result of such Person’s status as a general partner of a partnership.

“ November 2006 Credit Agreement ” has the meaning assigned to such term in the recitals hereto.

“ November 2006 Effective Date ” means November 15, 2006.

“ November 2006 Lenders ” has the meaning assigned to such term in the recitals hereto.

“ OFAC ” has the meaning assigned to such term in Section 3.24(b)(v).

“ Off-Balance Sheet Liabilities ” means, as to any Person, any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person.

“ Onshore ” has the meaning assigned to such term in the recitals hereto.

“ Organic Growth ” means maintenance and other capital expenditures, including maintaining and expanding facilities, in each case other than pursuant to an Acquisition.

“ Organizational Documents ” means, with respect to any Person, (a) in the case of any corporation, the certificate of incorporation or bylaws (or similar documents) of such Person, (b) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such person, (c) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such person, (d) in the case of any general partnership, the partnership agreement (or similar document) of such person and (e) in any other case, the functional equivalent of the foregoing.

“ Other Taxes ” means any and 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 from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.

“ Parent ” has the meaning assigned to such term in the introductory paragraph hereof.

“ Parent Obligations ” means the collective reference to (a) the Secured Obligations and (b) all obligations and liabilities of the Parent that may arise under or in connection with any Loan Document to which the Parent is a party, in each case whether on account of guarantee obligations, reimbursement obligations, loan obligations, fees, indemnities, costs, expenses or otherwise (including all fees and disbursements of counsel to any Lender under any Loan Document).

“ Participant ” has the meaning assigned to such term in Section 10.04(b).

“ Partnership Agreement ” means the Fourth Amended and Restated Agreement of Limited Partnership of the Parent, as amended, dated as of June 9, 2005 by and between the General Partner and the limited partners party thereto.

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Perfection Certificate ” means a Perfection Certificate substantially in the form of Exhibit F provided to the Administrative Agent that provides certain information with respect to the Borrower, the Parent, the General Partner and each Restricted Subsidiary; including information relating to its Property (including Real Property and Pipelines) as such certificate shall be supplemented from time to time.

“ Permitted Acquisition ” shall mean an Acquisition that meets the following conditions:

(a) such Acquisition shall not constitute or include an Acquisition that results in a Joint Venture or an Acquisition that is consummated through an Unrestricted Subsidiary;

(b) no Default or Event of Default then exists or would result therefrom;

(c) all representations and warranties contained in the Loan Documents shall be true and correct in all material respects immediately after giving effect to the consummation of such Acquisition;

(d) with respect to any Acquisition that constitutes a Substantial Transaction, if requested by the Administrative Agent, the Borrower shall have provided the Arrangers, the Administrative Agent and the Lenders with historical financial statements for the last three fiscal years of the Person or business to be acquired (audited if available) and unaudited financial statements thereof for the interim periods since the most recent annual financial statements that are available;

(e) with respect to any Acquisition that constitutes a Substantial Transaction, (i) the Borrower shall have submitted to the Arrangers reasonably detailed financial projections of the Parent and the Subsidiaries and a calculation of Adjusted Consolidated EBITDA in each case taking into account such Substantial Transaction on a Pro Forma Basis for the most recent Calculation Period and for the period from the end of such Calculation Period through the later of (A) the date that is three years after the end of such Calculation Period or (B) the Maturity Date, (ii) the Arrangers shall have approved such financial projections and Adjusted Consolidated EBITDA calculation, (iii) the Administrative Agent shall have submitted such financial projections and Adjusted Consolidated EBITDA calculation to the Lenders and received approval of the Required Lenders ( provided that (A) solely for purposes of this approval, any Lender that does not affirmatively state in writing that it will not approve such projections and calculation within five Business Days after submission to it by the Administrative Agent for approval will be deemed to have approved such projections and calculations and, for the avoidance of doubt, if an Arranger is also a Lender, the prior approval of such Arranger (in its capacity as a Lender) of such projections and calculation shall be included for purposes of determining Required Lender approval, and (B) to the extent the approval required by either clause (ii) or (iii) above is not obtained, the Acquisition may be consummated if otherwise permitted by the Loan Documents; provided that such Acquisition shall not be accounted for hereunder on a Pro Forma Basis until such approvals are obtained (and, if commercially reasonable and requested by the Arrangers, the parties hereto will continue to cooperate to determine if such approvals can be obtained based on good faith adjustments to such projections or calculations)), and (iv) the Borrower shall have made and submitted to the Arrangers calculations with respect to the financial covenants contained in Section 6.15 for the respective Calculation Period on a Pro Forma Basis as if the respective Acquisition (as well as the other Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Acquisition had occurred on the first day of such Calculation Period;

(f) no Borrower Party shall, in connection with any such Acquisition, assume or remain liable with respect to any Indebtedness of the related seller or the business, person or properties acquired, except to the extent permitted under Section 6.01;

(g) the Acquisition shall not cause the Borrower to be in violation of Section 6.03(b) and the applicable Property acquired in connection with any such Acquisition shall be made subject to the Lien of the Security Documents to the extent required by the Loan Documents and shall be free and clear of any Liens other than Liens permitted by Section 6.02;

(h) such Acquisition shall not be hostile;

(i) such Acquisition shall be consummated in all material respects in accordance with all applicable Governmental Requirements;

(j) with respect to any Acquisition that constitutes a Substantial Transaction, the Borrower shall have provided to the Administrative Agent, the Arrangers and the Lenders a reasonably detailed description of all customary due diligence information relating to any such Acquisition and all such information and data relating to such Acquisition as may be reasonably requested thereby; and

(k) at least seven Business Days prior to the proposed date of consummation of an Acquisition that constitutes a Substantial Transaction, the Borrower shall have delivered to the Administrative Agent and the Lenders a certificate executed by a Responsible Officer certifying that (i) such Acquisition complies with this definition (including obtaining all approvals required by clause (e) above) and (ii) such transaction could not reasonably be expected to have an adverse effect on the Administrative Agent, any Issuing Bank, the Arrangers or the Lenders;

provided , that the Free State Acquisition shall be deemed to be a Permitted Acquisition for purposes of this Agreement.

“ Permitted Encumbrances ” means:

(a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than sixty days or are being contested in compliance with Section 5.04;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds in an amount not to exceed $3,000,000, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;

(f) easements, zoning restrictions, rights-of-way, restrictions and similar encumbrances on Real Property and Pipelines imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not (i) materially detract from the value of (A) the Real Property and Pipelines that are part of the Borrower’s Business or (B) the Real Property and Pipelines, taken as a whole, owned by any Material Subsidiary, or (ii) interfere with the ordinary conduct of business of the Parent or any Subsidiary;

(g) Liens arising solely by virtue of any statutory or common law provision relating to bankers’ Liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution; and

(h) Liens described in Sections 6.02(c), 6.02(f), or 6.02(h).

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness for borrowed money.

“ Permitted Investments ” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

“ Permitted Joint Venture ” shall mean any Joint Venture (a) in which the other investors, participants and holders of Equity Interests therein participate on terms no more favorable than those applicable to the Parent and its Subsidiaries (other than due to their percentage ownership of Equity Interests therein or rights to operate the relevant Joint Venture (and, in both cases, rights incidental thereto)), (b) that is not a Borrower Party, that does not Control, or own directly or indirectly any Equity Interests in, any Borrower Party, (c) in which no Borrower Party shall be under any obligations to make Investments or incur Guarantees that would be in violation of this Agreement, (d) relating to which the Borrower shall have provided to the Administrative Agent and the Lenders a reasonably detailed description of all customary due diligence information relating to the Joint Venture and all such information and data relating to such Joint Venture as may be reasonably requested by the Administrative Agent or the Lenders, (e) after giving effect to which, no Default exists or would result therefrom, and (f) at least seven Business Days prior to the proposed date of Investment in the Joint Venture, the Borrower shall have delivered to the Administrative Agent and the Lenders a certificate executed by a Responsible Officer certifying that (i) the Joint Venture complies with this definition and (ii) such transaction could not reasonably be expected to have an adverse effect on the Administrative Agent, any Issuing Bank, the Arrangers or the Lenders.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Pipeline ” means gathering systems and pipelines, together with all contracts, Rights-of-Way, easements, servitudes, fixtures, equipment, improvements, permits, records and other real Property appertaining thereto.

“ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Parent or any ERISA Affiliate contributes or has an obligation to contribute and is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Planned Reorganization ” means any transaction or series of transactions pursuant to which the General Partner contributes either or both of (a) its general partner interests in the Borrower to a Wholly Owned Subsidiary that is directly owned and Controlled by the Parent or (b) its general partner interests in any subsidiary of the Borrower to any Restricted Subsidiary.

“ Principal Office ” has the meaning assigned to such term in Section 2.18(a).

“ Pro Forma Basis ” means, in connection with any calculation of compliance with any financial covenant or financial term, the calculation thereof after giving effect on a pro forma basis to (x) the incurrence of any Indebtedness (other than revolving Indebtedness, except to the extent same is incurred to refinance other outstanding Indebtedness or to finance an Acquisition or Divestiture that constitutes a Substantial Transaction) after the first day of the relevant Calculation Period or Test Period, as the case may be, as if such Indebtedness had been incurred (and the proceeds thereof applied) on the first day of such Test Period or Calculation Period, as the case may be, (y) the permanent repayment of any Indebtedness (other than revolving Indebtedness, except to the extent accompanied by a corresponding permanent commitment reduction) after the first day of the relevant Test Period or Calculation Period, as the case may be, as if such Indebtedness had been retired or repaid on the first day of such Test Period or Calculation Period, as the case may be, and (z) any Substantial Transaction then being consummated as well as any other Substantial Transaction if consummated after the first day of the relevant Test Period or Calculation Period, as the case may be, and on or prior to the date of the respective Substantial Transaction then being effected, with the following rules to apply in connection therewith:

(i) with respect to such Substantial Transaction, all Indebtedness (x) (other than revolving Indebtedness, except to the extent same is incurred to refinance other outstanding Indebtedness or to finance Acquisitions) incurred or issued after the first day of the relevant Test Period or Calculation Period (whether incurred to finance an Acquisition, to refinance Indebtedness or otherwise) shall be deemed to have been incurred or issued (and the proceeds thereof applied) on the first day of such Test Period or Calculation Period, as the case may be, and remain outstanding through the date of determination and (y) (other than revolving Indebtedness, except to the extent accompanied by a corresponding permanent commitment reduction) permanently retired or redeemed after the first day of the relevant Test Period or Calculation Period shall be deemed to have been retired or redeemed on the first day of such Test Period or Calculation Period, as the case may be, and remain retired through the date of determination;

(ii) with respect to such Substantial Transaction, all Indebtedness assumed to be outstanding pursuant to preceding clause (i) shall be deemed to have borne interest at (x) the rate applicable thereto, in the case of fixed rate indebtedness, or (y) the rates which would have been applicable thereto during the respective period when same was deemed outstanding, in the case of floating rate Indebtedness (although interest expense with respect to any Indebtedness for periods while same was actually outstanding during the respective period shall be calculated using the actual rates applicable thereto while same was actually outstanding); provided that all Indebtedness (whether actually outstanding or deemed outstanding) bearing interest at a floating rate of interest shall be tested on the basis of the rates applicable at the time the determination is made pursuant to said provisions; and

(iii) with respect to such Substantial Transaction, in making any determination of Adjusted Consolidated EBITDA, pro forma effect shall be given to any such Substantial Transaction if effected during the respective Calculation Period or Test Period as if same had occurred on the first day of the respective Calculation Period or Test Period, as the case may be, and taking into account factually supportable and identifiable cost savings and expenses which would otherwise be accounted for as an adjustment pursuant to Article 11 of Regulation S-X under the Securities Act, as if such cost savings or expenses were realized on the first day of the respective period.

“ Process Agent ” has the meaning assigned to such term in Section 10.09(d).

“ Property ” means any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests or other ownership interests of any Person and whether now in existence or owned or hereafter entered into or acquired.

“ Purchase Money Obligation ” means, for any Person, the obligations of such Person in respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price of any Property (including Equity Interests of any Person) or the cost of installation, construction or improvement of any Property and any refinancing thereof; provided that (a) such Indebtedness is incurred prior to, or contemporaneously with or within one year after such acquisition of such Property by such Person and (b) the amount of such Indebtedness does not exceed 100% of the cost of such acquisition, installation, construction or improvement, as the case may be, including related costs, fees and expenses.

“ Ratable Portion ” or (other than in the expression “equally and ratably”) “ratably” means, with respect to any Lender at any time of determination, the percentage obtained by dividing (a) the Committed Amount of such Lender at such time by (b) the aggregate Committed Amounts of all Lenders at such time (or, if such date of determination is after the Maturity Date, the percentage obtained by dividing the aggregate outstanding principal balance of the aggregate Revolving Credit Exposure owing to such Lender at such time by the aggregate principal balance of the aggregate Revolving Credit Exposures owing to all Lenders at such time).

“ Real Property ” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real Property owned, leased or operated by any person, whether by leased, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other Property and rights incidental to the ownership, lease or operation thereof. Real Property does not include Pipelines.

“ Real Property Requirements ” means the following:

(a) with respect to each Mortgaged Property:

(i) a Mortgage encumbering each Mortgaged Property in favor of the Administrative Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Borrower Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent;

(ii) with respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as shall reasonably be deemed necessary by the Administrative Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property; and

(iii) with respect to each Mortgage, opinions of local counsel to the Borrower Parties, which opinions (A) shall be addressed to the Administrative Agent and each of the Lenders and be dated the Effective Date, (B) shall cover the enforceability of the respective Mortgage and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request and (C) shall be in form and substance reasonably satisfactory to the Administrative Agent.

(b) evidence reasonably acceptable to the Administrative Agent of payment by a Borrower Party of all search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages referred to above; and

(c) with respect to each Mortgaged Property, the Parent and each Restricted Subsidiary shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Mortgaged Property.

(d) to the extent requested by the Administrative Agent for each Mortgaged Property that is not a Pipeline, (i) ALTA mortgagee title insurance policies or unconditional commitments therefor with extended coverage guaranteeing over the standard exceptions to title customarily contained in such policies, survey exceptions, parties in possession exception, and mechanic’s and materialman’s lien exceptions, issued by one or more title companies reasonably satisfactory to the Administrative Agent with respect to each such Mortgaged Property that is material to the Borrower’s Business and constitutes interests owned in “fee” (each, a “ Title Policy ”), in amounts not less than the fair market value of each such Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the applicable Mortgage date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Administrative Agent and (ii) evidence satisfactory to the Administrative Agent that such Borrower Party has paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy; and

(e) to the extent requested by the Administrative Agent for each Mortgaged Property that is not a Pipeline, ALTA surveys of all such Mortgaged Properties that are material to the Borrower’s Business and on which improvements are located, in form and substance satisfactory to Administrative Agent, certified to the Administrative Agent and dated not more than thirty (30) days prior to the applicable Mortgage date.

“ Register ” has the meaning set forth in Section 10.04(d).

“ Regulation T ” means Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder and thereof.

“ Regulation U ” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder and thereof.

“ Regulation X ” means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder and thereof.

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

“ Remedial Work ” has the meaning assigned to such term in Section 5.09(a).

“ Required Lenders ” means, at any time, Lenders having combined Revolving Credit Exposures and unused Committed Amounts representing at least sixty-six and two-thirds percent (66⅔%) of the sum of the total combined Revolving Credit Exposures and unused Committed Amounts at such time.

“ Responsible Officer ” means, with respect to any Person, the Chief Executive Officer, the President, any Executive Officer, any Financial Officer or any Vice President of such Person. Unless otherwise indicated herein, each reference to a Responsible Officer herein shall mean a Responsible Officer of the Borrower.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other Property) with respect to any Equity Interest of the Borrower, the Parent or any Subsidiary, 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 of the Borrower, the Parent or any Subsidiary or any option, warrant or other right to acquire any such Equity Interest of the Borrower, the Parent or any Subsidiary.

“ Restricted Subsidiary ” means any Subsidiary other than an Unrestricted Subsidiary. Subject to the right to redesignate certain Restricted Subsidiaries as Unrestricted Subsidiaries in accordance with the definition of “Unrestricted Subsidiary,” all of the Subsidiaries as of the date hereof, other than the First Amendment Unrestricted Subsidiaries, FS SPE 2 and NEJD SPE 2, are Restricted Subsidiaries. Any Subsidiary designated as an Unrestricted Subsidiary may be redesignated as a Restricted Subsidiary with the consent of the Required Lenders; provided that, after giving effect to such redesignation, (a) no Default or Event of Default shall have occurred and be continuing and (b) the Parent and the Borrower shall be in pro forma compliance with Section 6.15.

“ Revolving Credit Exposure ” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans and its LC Exposure at such time.

“ Rights-of-Way ” means any and all rights-of-way, easements, permits, licenses, franchises or other rights of ingress and egress.

“ S&P ” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc. or any successor ratings organization.

“ Sandhill Joint Venture ” means Sandhill Group, LLC, a Mississippi limited liability company.

“ SEC ” means the Securities and Exchange Commission or any successor Governmental Authority.

“ Secured Hedging Agreement ” means each Hedging Agreement between any Borrower Party and any Person that was a Lender or an Affiliate of a Lender at the time it entered into such Hedging Agreement.

“ Secured Obligations” shall mean, collectively, all Indebtedness, liabilities and obligations of the Borrower and each Guarantor to the Administrative Agent, each Issuing Bank, the Lenders and each Affiliate of a Lender party to a Secured Hedging Agreement, of whatsoever nature and howsoever evidenced, due or to become due, now existing or hereafter arising, whether direct or indirect, absolute or contingent, which may arise under, out of, or in connection with this Agreement, the other Loan Documents (other than the NEJD Intercompany Financing Agreements), each Secured Hedging Agreement (to the extent that the Secured Obligations arise under, out of, or in connection with such Secured Hedging Agreement during such time as the Lender party to such Secured Hedging Agreement is a party to this Agreement, or in the case of an Affiliate of a Lender party to such Secured Hedging Agreement, the Lender affiliated with such Affiliate, is a party to this Agreement) and all other agreements, guarantees, notes and other documents entered into by any party in connection therewith, and any amendment, restatement or modification of any of the foregoing, including, but not limited to, the full and punctual payment when due of any unpaid principal of the Loans and LC Exposure, any amounts payable in respect of an early termination under any Secured Hedging Agreement, interest (including, without limitation, interest accruing at any post-default rate and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, reimbursement obligations, guaranty obligations, penalties, indemnities, legal and other fees, charges and expenses, and amounts advanced by any Secured Party, including all out of pocket expenses incurred in order to preserve any collateral or security interest, whether after acceleration or otherwise.

" Secured Parties " means, collectively, the Administrative Agent, the Issuing Banks, the Lenders and any Affiliate of any Lender that is a party to a Secured Hedging Agreement.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“ Security Documents ” means, collectively, this Agreement (as it pertains to the Guarantee of the Secured Obligations by the Parent herein), the Guarantee and Collateral Agreement, the Perfection Certificate, the General Partner Pledge Agreement, the Control Agreements, the Mortgages, the NEJD Intercompany Security Documents, the NEJD Consent, the NEJD Intercompany Consent, and any and all other agreements, documents, instruments or certificates executed by the General Partner or any Borrower Party or any of their respective officers at any time in connection with securing the obligations under the Loan Documents, as such agreements may be amended, modified, supplemented or restated from time to time.

“ South America Holdco ” means TDC South America, LLC, a Delaware limited liability company.

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBOR Rate for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ subsidiary ” means, with respect to any Person (the “parent”), at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled by the parent and/or one or more subsidiaries of the parent.

“ Subsidiary ” means any subsidiary of the Parent (including the Borrower).

“ Substantial Transaction ” means any Permitted Acquisition or Divestiture in respect of which the aggregate Acquisition Consideration (or, in the case of a Divestiture, the consideration paid by the purchaser if calculated in the same manner as the definition of Acquisition Consideration) is in excess of $25,000,000.

“ Syndication Agent ” means Deutsche Bank Securities Inc.

“ T&P Syngas Joint Venture ” means T&P Syngas Supply Company, a Delaware general partnership.

“ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“ TDC Chile ” means an entity to be formed as a (direct or indirect) Subsidiary of International Holdco and/or South America Holdco under the laws of Chile.

“ TDC Energy Canada ” means 0790683 B.C. Ltd., a Canadian company.

“ TDC Peru ” means TDC Peru S.A.C., a Peruvian company.

“ Test Period ” means each period of four consecutive fiscal quarters of the Borrower then last ended, in each case taken as one accounting period.

“ Transactions ” means the execution, delivery and performance by the Borrower and the Parent of this Agreement (including for the avoidance of doubt any amendments, modifications, supplements or restatements thereof), the borrowing of Loans, the use of the proceeds thereof (including to refinance loans under the Existing Credit Agreement, to pay Acquisition Consideration for any Permitted Acquisition and to make any Investment permitted hereby) and the issuance of Letters of Credit hereunder, and the execution, delivery and performance of the other Loan Documents by the Borrower Parties.

“ Transferee ” has the meaning assigned to such term in Section 10.04(f).

“ Type ”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBOR Rate or the Alternate Base Rate.

“ Units ” means the units of limited partnership interests in the Parent.

“ Unrestricted Subsidiary ” means any Subsidiary (a) that becomes a Subsidiary after the date hereof and, at the time it becomes a Subsidiary, is designated as an Unrestricted Subsidiary, in each case pursuant to a written notice from the Borrower to the Administrative Agent, (b) which has not acquired any assets (other than cash made available pursuant to this Agreement) from the Borrower or any Restricted Subsidiary, and (c) that has no Indebtedness, Guarantee obligations or other obligations other than Non-Recourse Obligations, except as expressly permitted pursuant to Sections 5.13(c) and 6.04(g) and, in the case of NEJD SPE 2, except for recourse pursuant to the NEJD SRCA, the NEJD Intercompany Financing Agreements and the NEJD Consent (subject to limitations on amendment of such documents set forth in the Loan Documents, the NEJD Intercompany Financing Agreements and the NEJD Consent). Any Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary with the consent of the Required Lenders; provided that, after giving effect to such redesignation, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Borrower shall be in pro forma compliance with Section 6.15.

“ Unused Fee(s) on Committed Amount ” has the meaning assigned to such term in the definition of Applicable Margin.

“ Wholly Owned Subsidiary ” means any Restricted Subsidiary, all of the Equity Interests of which (other than the director’s qualifying shares, as may be required by law) are owned by the Parent, either directly or indirectly through one or more Wholly Owned Subsidiaries of the Parent.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02 Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Type ( e.g. , a “Eurodollar Loan”). Borrowings also may be classified and referred to by Type ( e.g. , a “Eurodollar Borrowing”).

SECTION 1.03 Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, d) all references herein to Articles, Sections, Exhibits and Schedules shall, unless otherwise stated, be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and e) the word “asset” shall be construed to have the same meaning as the defined term “Property” set forth herein.

SECTION 1.04 Accounting Terms; 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 Borrower notifies the Administrative Agent that the Borrower 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 such provision (or if the Administrative Agent notifies the Borrower 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.

ARTICLE II

THE CREDITS

SECTION 2.01 Commitments . Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Committed Amount; provided , however, that at no time shall any Lender be obligated to make Loans in an aggregate principal amount in excess of such Lender’s Ratable Portion of the Available Amount at such time. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans.

SECTION 2.02 Loans and Borrowings .

(a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Committed Amounts. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Committed Amounts of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $300,000 and not less than $2,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $500,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Committed Amount or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of six Eurodollar Revolving Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03 Requests for Revolving Borrowings . To request a Revolving Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone f) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or g) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.

If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each Borrowing Request shall constitute a representation that the amount of the Borrowing requested thereunder will not cause the sum of the total Revolving Credit Exposures to exceed the Available Amount. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04 Borrowing Base .

(a) Initial Borrowing Base . On the Effective Date, the Borrower shall deliver a certificate setting forth the Borrowing Base on such date, which shall (subject to Section 2.04(c)), be the Borrowing Base for the period from and including the Effective Date to but excluding the Business Day following the first delivery by the Borrower of a Borrowing Base Certification.

(b) Redetermination of Borrowing Base . Upon the Borrower delivering a Borrowing Base Certification to the Administrative Agent and the Lenders, the Borrowing Base set forth therein will become effective and applicable to the Borrower.

(c) Material Acquisitions . Prior to the consummation of a Material Acquisition but after approval of the Required Lenders is received pursuant to clause (e) of the definition of Permitted Acquisition with respect to Adjusted Consolidated EBITDA, the Borrower may, by delivery of a Borrowing Base Multiple Increase Notice to the Administrative Agent and the Lenders, increase the then effective Borrowing Base as described in the first proviso to the definition of Borrowing Base effective on the date of the consummation of such Material Acquisition, but only if such Material Acquisition is actually consummated; provided, however, that, with respect to the Free State Acquisition, the approval of the Required Lenders described above with respect to Adjusted Consolidated EBITDA shall be deemed given and the Borrower may deliver a Borrowing Base Multiple Increase Notice with respect to the Free State Acquisition at any time on or prior to the Effective Date. The increased Borrowing Base will be effective during the Borrowing Base Multiple Increase Period relating to the applicable Material Acquisition. If, during any Borrowing Base Multiple Increase Period, the Borrower consummates another Material Acquisition, then upon compliance with the procedure described in the first sentence of this subsection (c), the Borrowing Base Multiple Increase Period shall become such period relating to such additional Material Acquisition. The amount of the Borrowing Base shall, on the last day of the then-applicable Borrowing Base Multiple Increase Period, automatically revert to the amount thereof as calculated based on the multiple described in clause (a) of the definition of Borrowing Base.

(d) Unscheduled Reductions in Borrowing Base . In the event of a reduction in the Borrowing Base made pursuant to proviso (x) or (y) of the definition of Borrowing Base, the Borrower shall promptly, but in any event within ten (10) Business Days, make any prepayments required by Section 2.11(c) as a result of such reduction.

SECTION 2.05 Committed Amount .

(a) Initial Committed Amount; General Provisions . On the Effective Date, the aggregate Committed Amounts shall be $500,000,000. The aggregate Committed Amounts shall at all times be in a minimum amount and an integral multiple of $5,000,000. Any decrease (other than termination thereof pursuant to Section 2.09) of the aggregate Committed Amounts may only be made in accordance with Section 2.05(b) and any such reduction of the Committed Amounts shall be permanent.

(b) Decreases of Committed Amount . The Borrower may decrease the aggregate Committed Amounts by delivering to the Administrative Agent a Committed Amount Decrease Certificate electing a decrease of the aggregate Committed Amounts. Any such decrease in the aggregate Committed Amounts shall be effective from the third Business Day after receipt of the applicable Committed Amount Decrease Certificate by the Administrative Agent as provided above, unless such Committed Amount Decrease Certificate requests such decrease to become effective on a later date, not to exceed ten Business Days after receipt thereof by the Administrative Agent. Any such decrease in the aggregate Committed Amounts shall be applied to each Lender’s Committed Amount pro rata. The Administrative Agent shall deliver to each Lender a copy of such Committed Amount Decrease Certificate together with a schedule showing each Lender’s Ratable Portion of the decrease to the aggregate Committed Amounts.

SECTION 2.06 Letters of Credit .

(a) General . Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own account from any Issuing Bank pursuant to a Letter of Credit Request, at any time and from time to time during the Availability Period (subject to Section 2.06(c)). In the event of any inconsistency between the terms and conditions of this Agreement or the Letter of Credit Request, on the one hand, and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuing Bank relating to any Letter of Credit, on the other hand, the terms and conditions of this Agreement and the Letter of Credit Request shall control.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to any Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $100,000,000 and (ii) the sum of the total Revolving Credit Exposures shall not exceed the Available Amount.

(c) Expiration Date . Each Letter of Credit shall expire at or prior to the close of business on the date requested (which shall be a Business Day), which shall not be later than the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date.

(d) Participations . By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that issues such Letter of Credit or the Lenders, each Issuing Bank that issues a Letter of Credit hereunder hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Ratable Portion of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of each Issuing Bank that issues a Letter of Credit hereunder, such Lender’s Ratable Portion of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Committed Amounts, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. At least once per quarter, the Administrative Agent shall provide each Lender with a schedule showing the amount of such Lender’s participations in outstanding Letters of Credit; provided , that the Administrative Agent shall have no liability for any failure to comply with this provision.

(e) Reimbursement . If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit issued by such Issuing Bank, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Ratable Portion thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Ratable Portion of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis , to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank that issued such Letter of Credit the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank that issued such Letter of Credit or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute . The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, iii) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of any Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable Governmental Requirements) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank that issued such Letter of Credit may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures . Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.

(h) Interim Interest . If any Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Replacement of an Issuing Bank . Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, v) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and vi) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(j) Cash Collateralization . If any Event of Default shall occur and be continuing, or to the extent required by Section 2.11(c), the Borrower shall, within two Business Days, deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Secured Parties, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Article VII. The Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such account and cash collateral. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

SECTION 2.07 Funding of Borrowings .

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 2:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City and designated by the Borrower in the applicable Borrowing Request; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank that made such LC Disbursement.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at vii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or viii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.08 Interest Elections .

(a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing ix) no outstanding Revolving Borrowing may be converted to or continued as a Eurodollar Borrowing and x) unless repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.09 Termination and Reduction of Committed Amounts .

(a) Unless previously terminated, each Committed Amount shall terminate on the Maturity Date.

(b) The Borrower may at any time terminate in full the aggregate Committed Amounts. The Borrower may reduce the aggregate Committed Amounts from time to time pursuant to Section 2.05(b), provided that the Borrower shall not terminate or reduce the aggregate Committed Amounts if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Revolving Credit Exposures would exceed the aggregate Committed Amounts.

(c) The Borrower shall notify the Administrative Agent of any election to terminate all Committed Amounts at least three Business Days prior to the effective date of such termination, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Committed Amounts delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination of the aggregate Committed Amounts shall be permanent.

SECTION 2.10 Repayment of Loans; Evidence of Debt .

(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Maturity Date.

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

(c) The Administrative Agent shall maintain accounts in which it shall record xi) the amount of each Loan made hereunder, the Type thereof an