FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.54

FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT

Dated as of August 31, 2006

between and among

HERITAGE OPERATING, L.P.,

a Delaware limited partnership

"Borrower"

and

the Banks now or hereafter signatory parties hereto, as lenders

"Banks"

and

BANK OF OKLAHOMA, NATIONAL ASSOCIATION

as "Administrative Agent" and Joint Lead Arranger for the Banks,

JPMORGAN CHASE BANK, N.A.,

as "Syndication Agent" for the Banks,

and

J.P. Morgan Securities Inc.,

as Joint Lead Arranger for the Banks

TABLE OF CONTENTS

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ii

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iv

v

Exhibits

Schedules

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FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT

THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 31, 2006 (this "Agreement"), is entered into between and among HERITAGE OPERATING, L.P., a Delaware limited partnership (the "Borrower"), the various Persons signatory parties hereto, as lenders, (together with each other Person that becomes a Bank pursuant to Section 11 collectively referred to herein as the "Banks"), and BANK OF OKLAHOMA, NATIONAL ASSOCIATION ("BOk"), as administrative agent and joint lead arranger for the Banks (in such capacity the "Administrative Agent"), JPMORGAN CHASE BANK, N.A. ("JPMorgan Chase"), as syndication agent for the Banks (in such capacity the "Syndication Agent"), and J.P. Morgan Securities Inc. ("JPMSI"), as joint lead arranger for the Banks.

ARTICLE I

DEFINITIONS; ACCOUNTING PRINCIPLES,

TERMS AND DEFINITIONS; CONSTRUCTION

1.1 Definitions . Capitalized terms are used in this Agreement with the specific meanings defined below in this Section 1.1.

" Acquired Debt " means with respect to any specified Person, (i) Indebtedness of any other Person existing at the time such other Person merged with or into or became a Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified Person and (ii) Indebtedness encumbering any asset acquired by such specified Person.

" Additional Banks " shall mean any Person that hereafter becomes a signatory Party hereto as a lender to Borrower hereunder.

" Additional Parity Debt " means Indebtedness of the Borrower that either (a) is incurred in accordance with Section 7B.1 or otherwise with the consent of the requisite Percentage Interest of the Required Banks or (b) constitutes "Additional Parity Debt" as defined in the Note Purchase Agreements and the Intercreditor Agreement.

" Adjusted Consolidated EBITDA " shall mean, as of any date of determination for any applicable period, Consolidated EBITDA calculated:

• (x) with respect to the consolidated group comprised of the General Partner, the Master Partnership and the Borrower and its Subsidiaries (rather than with respect to the consolidated group comprised of the Borrower and its Subsidiaries), and

  (y) as if the terms "Consolidated Non-Cash Charges", "Consolidated Net Income", "Consolidated Interest Expense", "Consolidated Income Tax Expense", "Asset Sale", and "Asset Acquisition", were calculated with respect to the consolidated group

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• comprised of the General Partner, the Master Partnership the Borrower and their respective Subsidiaries (rather than with respect to the consolidated group comprised of the Borrower and its Subsidiaries).

" Adjusted Consolidated Funded Indebtedness " shall mean Consolidated Funded Indebtedness calculated with respect to the consolidated group comprised of the General Partner, the Master Partnership, and the Borrower and their Subsidiaries (rather than with respect to the consolidated group comprised of the Borrower and its Subsidiaries).

" Administrative Agent " means BOk in its capacity as administrative agent for the Banks hereunder, as well as its successors and assigns in such capacity pursuant to Section 10.7.

" Affected Bank " is defined in Section 11.3.

" Affiliate " means, with respect to any Person any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person, except a Subsidiary of such Person. A Person shall be deemed to control a corporation if such Person (i) possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise or (ii) owns at least 5% of the Voting Stock of a corporation. As applied to the Borrower, "Affiliate" includes the General Partner and the Master Partnership.

" Agreement " means this Agreement as from time to time amended, modified and in effect.

" Aggregate Available Cash " shall mean, with respect to any fiscal quarter of the Borrower and of La Grange the aggregate amount of Available Cash of both the Borrower and its Subsidiaries and of La Grange and its Subsidiaries (which for purposes of this Agreement insofar as La Grange is concerned, shall be calculated using the definition of "Available Cash" set forth in this Agreement, except that (i) all references therein to the "Borrower" shall be deemed for purposes of this calculation only references to La Grange and (ii) the last sentence of such definition for purposes of this calculation only shall be modified to refer to reserves established by La Grange with respect to indebtedness on the same bases as set forth in such definition).

" Aggregate Partner Obligations " shall mean, with respect to any fiscal quarter of the General Partner and the Master Partnership, the aggregate amount of payment obligations of each of the General Partner and the Master Partnership, including, without limitation, the Minimum Quarterly Distribution (as defined in the Agreement of Limited Partnership of the Master Partnership) on all Units thereof with respect to such fiscal quarter.

" Allocable Proceeds " means, with respect to Excess Sale Proceeds or Excess Taking Proceeds, as the case may be, to be applied on any date pursuant to Sections 4.2.3(i) and 4.2.3(ii), the principal amount thereof available to prepay the Notes determined by allocating such Excess Sale Proceeds or Excess Taking Proceeds, as the case may be, pro rata among the holders of all Revolving Notes, the Private Placement Notes and other Parity Debt (other than Indebtedness permitted by Section 7B.2(ii)), if any, according to the aggregate principal amounts

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of the Revolving Notes, the Private Placement Notes and such other Parity Debt outstanding on the date the applicable prepayment is to be made in accordance with Sections 4.2.3(i) and 4.2.3(ii).

" Applicable Commitment Fee Percentage " means, with respect to any Margin Period, the applicable percentage set forth below:

• (i) if the Leverage Ratio on the Financial Statement Delivery Date beginning such Margin Period was less than or equal to 3.00 to 1.0, 0.30%;

  (ii) if the Leverage Ratio on the Financial Statement Delivery Date beginning such Margin Period was greater than 3.00 to 1.0 but less than or equal to 4.00 to 1.0, 0.375%; and

  (iii) if the Leverage Ratio on the Financial Statement Delivery Date beginning such Margin Period was greater than 4.00 to 1.0, 0.50%.

  Notwithstanding the foregoing, if any of the financial statements required pursuant to Section 7A.1(i) of this Agreement are not delivered within the time periods specified in Section 7A.1(i), the Applicable Commitment Fee Percentage shall be 0.50% until the date such financial statements are delivered.

" Applicable Margin " means with respect to any Eurodollar Loan or with respect to any Base Rate Loan or with respect to any Swingline Loan, the rate of interest per annum determined as set forth below:

• (i) if the Leverage Ratio on the Financial Statement Delivery Date commencing such Margin Period was less than or equal to 3.00 to 1.0, the Applicable Margin will be 1.125% for Eurodollar Loans, zero for Base Rate Loans and minus 1.25% for Swingline Loans;

  (ii) if the Leverage Ratio on the Financial Statement Delivery Date commencing such Margin Period was greater than 3.00 to 1.0 but less than or equal to 3.50 to 1.0, the Applicable Margin will be 1.25% for Eurodollar Loans, zero for Base Rate Loans and minus 1.00% for Swingline Loans;

  (iii) if the Leverage Ratio on the Financial Statement Delivery Date commencing such Margin Period was greater than 3.50 to 1.0 but less than or equal to 4.00 to 1.0, the Applicable Margin will be 1.50% for Eurodollar Loans, zero for Base Rate Loans and minus 0.75% for Swingline Loans;

  (iv) if the Leverage Ratio on the Financial Statement Delivery Date commencing such Margin Period was greater than 4.00 to 1.0 but less than or equal to 4.25 to 1.0, the Applicable Margin will be 1.75% for Eurodollar Loans, 0.25% for Base Rate Loans and zero for Swingline Loans; and

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• (v) if the Leverage Ratio on the Financial Statement Delivery Date commencing such Margin Period was greater than 4.25 to 1.0, the Applicable Margin will be 2.00% for Eurodollar Loans, 0.50% for Base Rate Loans and zero for Swingline Loans.

  Notwithstanding the foregoing, if any of the financial statements required pursuant to Section 7A.1(i) of this Agreement are not delivered within the time periods specified in Section 7A.1(i) thereof, the Applicable Margin shall be the Applicable Margin set forth in clause (v) above until the date such financial statements are delivered.

" Applicable Rate " means, at any date:

• (i) (a) with respect to each Eurodollar Loan, the sum of the Applicable Margin in effect on such date plus the Eurodollar Rate relating to such Eurodollar Loan; (b) with respect to each Base Rate Loan, the sum of the Applicable Margin in effect on such date plus the Base Rate relating to such Base Rate Loan; and (c) with respect to each Swingline Loan, the sum of the Applicable Margin in effect on such date minus the Base Rate relating to such Swingline Loan;

  (ii) provided that the Applicable Rate shall be increased by an additional two percentage points (2%) effective on the day the Administrative Agent notifies the Borrower that the interest rates hereunder are increasing as a result of the occurrence and continuance of such Event of Default until such time as (A) such Event of Default is no longer continuing or (B) such Event of Default is deemed no longer to exist, in each case pursuant to Article IX hereof.

" Asset Acquisition " means (i) an Investment by the Borrower or any Subsidiary of the Borrower in any other Person pursuant to which such Person shall become a Subsidiary of the Borrower or shall be merged with or into the Borrower or any Subsidiary of the Borrower, (ii) the acquisition by the Borrower or any Subsidiary of the Borrower of the assets of any Person which constitute all or substantially all of the assets of such Person or (iii) the acquisition by the Borrower or any Subsidiary of the Borrower of any division or line of business of any Person (other than a Subsidiary of the Borrower).

" Asset Sale " is defined in Section 7B.7(iii).

" Assignment and Acceptance " is defined in Section 11.1.1.

" Attributable Debt " means, with respect to any Sale and Lease-Back Transaction not involving a Capitalized Lease Obligation, as of any date of determination, the total obligation (discounted to present value at the rate of interest implicit in the lease included in such transaction) of the lessee for rental payments (other than accounts required to be paid on account of property taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items which do not constitute payments for property rights) during the remaining portion of the term (including extensions which are at the sole option of the lessor) of the lease included in such transaction (in the case of any lease which is terminable by the lessee upon the

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payment of a penalty, such rental obligation shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated).

" Available Cash " means, with respect to any fiscal quarter of the Borrower, (i) the sum of (a) all cash and cash equivalents thereof and its Subsidiaries on hand at the end of such quarter and (b) all additional cash and cash equivalents thereof and its Subsidiaries on hand on the date of determination of Available Cash with respect to such quarter resulting from Revolving Loans made subsequent to the end of such quarter, less (ii) the amount of any cash reserves that is necessary or appropriate in the reasonable discretion of the General Partner thereof to (a) provide for the proper conduct of the business thereof and its Subsidiaries (including reserves for future capital expenditures) subsequent to such quarter, (b) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which the Borrower or any Subsidiary thereof is a party or by which it is bound or its assets are subject (including the Loan Documents) and (c) provide funds for distributions to partners of the Master Partnership and the General Partner thereof in respect of any one or more of the next four quarters; provided that the General Partner thereof need not establish cash reserves pursuant to clause (c) if the effect of such reserves would be that the Master Partnership is unable to distribute the Minimum Quarterly Distribution (as defined in the Agreement of Limited Partnership of the Master Partnership) on all Common Units with respect to such quarter; and provided, further, that disbursements made by the Borrower, or a Subsidiary of the Borrower, or cash reserves established, increased or reduced after the end of such quarter but on or before the date of determination of Available Cash with respect to such quarter shall be deemed to have been made, established, increased or reduced for purposes of determining Available Cash, within such quarter if the General Partner thereof so determines. In addition, without limiting the foregoing, Available Cash for any fiscal quarter shall reflect reserves equal to (A) 50% of the interest projected to be paid on the Private Placement Notes in the next succeeding fiscal quarter plus (B) beginning with a date three fiscal quarters before a scheduled principal payment date on the Private Placement Notes, 25% of the aggregate principal amount thereof due on any such payment date in the third succeeding fiscal quarter, 50% of the aggregate principal amount due on any such payment date in the second succeeding fiscal quarter and 75% of the aggregate principal amount due on any quarterly payment date in the next succeeding fiscal quarter, plus (C) the Unused Proceeds Reserve as of the date of determination, provided that the foregoing reserves for amounts to be paid on the Private Placement Notes shall be reduced by the aggregate amount of advances available to the Borrower, from responsible financial institutions under binding irrevocable (x) credit or financing commitments (which are subject to no conditions which the Borrower is unable to meet) including this Agreement, and (y) letters of credit (which are subject to no conditions which the Borrower is unable to meet), in each case, to be used to refinance such amounts, to the extent such amounts could be borrowed and remain outstanding under Sections 7B.1 and 7B.2 of this Agreement.

" Bank " means each of the Persons listed as Banks on the signature page hereto, including each of BOk, JPMorgan, Fifth Third and US Bank in its capacity as a Bank, and their respective successors and permitted assigns and such other Persons who may from time to time own a Percentage Interest in the Credit Obligations. The term "Bank" shall not include any Credit Participant but shall include, unless the context otherwise expressly requires, the Letter of Credit Issuer and the Swingline Lender.

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" Bank Legal Requirement " means any present or future requirement imposed upon any of the Banks or the Borrower and its Subsidiaries after the effective date of this Agreement by any law, statute, rule, regulation, directive, order, decree, guideline (or any interpretation thereof by courts or of administrative bodies) of the United States of America, or any jurisdiction in which any Eurodollar Office is located or any state or political subdivision of any of the foregoing, or by any board, governmental or administrative agency, central bank or monetary authority of the United States of America, any jurisdiction in which any Eurodollar Office is located, or any political subdivision of any of the foregoing. Any such requirement imposed on any of the Banks not having the force of law shall be deemed to be a Bank Legal Requirement if such Bank reasonably believes that compliance therewith is in the best interest of such Bank.

" Banking Day " means any day other than Saturday, Sunday or a day on which banks in Tulsa, Oklahoma are authorized or required by law or other governmental action to close and, if such term is used with reference to a Eurodollar Pricing Option, any day on which dealings are effected in the Eurodollars in question by first-class banks in the inter-bank Eurodollar markets in the city of the Eurodollar Office.

" Banking Service Obligations " means any and all obligations and liabilities of the Borrower, whether absolute or contingent, and howsoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

" Banking Services " means each and any of the following banking or treasury services provided to the Borrower by any Bank or an Affiliate of a Bank: (i) commercial credit cards; (ii) stored value cards; and (iii) treasury management services (including without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services.

" Bankruptcy Law " is defined in clause (viii) of Section 9.1.

" Base Rate " means, on any date, the greater of (i) the annual rate of interest announced by Bank of Oklahoma Financial Corporation ("BOKF") in its sole discretion as the BOKF National Prime Rate, on a daily basis as published by BOKF (the "Index"), which shall be the rate used by BOKF as a base or standard for pricing purposes, and which shall not necessarily be its "best" or lowest rate, or (ii) the sum of 1/2% plus the Federal Funds Rate. The Borrower acknowledges and understands that the Banks may make loans based on other rates or indices as well. Should the Index become unavailable during the term of the Loans evidenced by the Notes and/or governed hereby or should BOKF otherwise cease to publish or announce a prime or base rate, or should it be merged, consolidated, liquidated or dissolved in such a manner that it loses its separate corporate or banking identity, then the Index shall be a substitute index selected and designated by the Required Banks and concerning which the Borrower is notified by the Administrative Agent. Any change in the Base Rate shall be effective as of the date of the change but the Base Rate shall not change more often than once each day. Under no circumstances will the interest rate on the Notes be more than the maximum per annum interest rate allowed by applicable law.

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" Base Rate Loan " means each portion of the Loan bearing interest determined by reference to the Base Rate.

" BOk " has the meaning specified in the introduction to this Agreement.

" Business " shall mean each of (i) the business of wholesale and retail sales, storage, transportation and distribution of propane gas, providing repair, installation and maintenance services for propane heating systems; the sale and distribution of propane-related supplies and equipment (including appliances); the generation, transportation, sale, distribution and marketing relating thereto of propane-powered fuel cells, or the power generated therefrom and equipment related thereto, and the marketing of natural gas to any then current propane user in such areas where the Borrower operates from time to time, (ii) the business of purchasing, gathering, treating, processing, marketing, sales, storage, transportation, fractionation and distribution of natural gas and natural gas liquids and other related energy services, and (iii) the disposal of commercially generated grease and grease by-products and maintenance of related equipment.

" Capital Stock " means, with respect to any Person, any and all shares, units representing interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock, including, with respect to partnerships, partnership interests (whether general or limited) and any other interest or participation that confers upon a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership, and any rights (other than debt securities convertible into capital stock), warrants or options exchangeable for or convertible into such capital stock.

" Capitalized Lease Obligation " means any rental obligation which under GAAP would be required to be capitalized on the books of the Borrower or any of its Subsidiaries, taken at the amount thereof accounted for as indebtedness (net of interest expense) in accordance with such principles.

" Cash Equivalents " is defined in Section 7B.5(iii).

" CERCLA " shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq., as the same may be amended from time to time.

" Certificates and Stock Powers " is defined as certificates representing shares of Capital Stock included in the Collateral and proper stock powers with respect thereto duly endorsed in blank.

" Change of Control " means the acquisition by any Person or group of related persons (as such terms are defined in the Exchange Act) (other than the Current Management or group of related persons (as so defined) including the Current Management) of beneficial ownership of more than 50% of the Units.

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" Closing Date " means the effective date of this Agreement and each other date on which any extension of credit is made pursuant to Sections 2.1, 2.2 or 2.3.

" Code " means the Internal Revenue Code of 1986, as amended.

" Collateral " is defined in the Security Agreement, provided , however , that Collateral shall not include for any purpose under this Agreement or any other Loan Document any property subject to a Lien incurred pursuant to clause (i), (vii) or (viii) of Section 7B.3 or any renewals of any such Lien pursuant to clause (xiv) of Section 7B.3 unless the Indebtedness secured by such Lien shall have been paid or discharged.

" Collateral Agent " shall mean Wilmington Trust Company, a Delaware trust company, in its capacity as collateral agent under the Intercreditor and Agency Agreement and its successors and assigns in such capacity under Section 11 thereof.

" Commission " means the United States Securities and Exchange Commission.

" Commitments " means, with respect to any Bank, such Bank’s obligations to extend the credit facilities contemplated by Section 2. The original Commitments are set forth in Section 10.1 and the current Commitments are recorded from time to time in the Register.

" Common Units " shall mean common units representing a limited partnership interest in the Master Partnership and the Borrower on a combined basis.

" Consolidated Debt Service " means, as of any date of determination, the total amount payable by the Borrower and its Subsidiaries on a consolidated basis during the four consecutive calendar quarters next succeeding the date of determination, in respect of scheduled principal and interest payments with respect to Indebtedness of the Borrower and its Subsidiaries outstanding on such date of determination, after giving effect to any Indebtedness proposed on such date to be incurred and to the substantially concurrent repayment of any other Indebtedness (a) including actual payments under Capitalized Lease Obligations, (b) assuming, in the case of Indebtedness (other than Indebtedness referred to in clause (c) below) bearing interest at fluctuating interest rates which cannot be determined in advance, that the rate actually in effect on such date will remain in effect throughout such period, (c) including only actual interest (but not principal) payments associated with the Indebtedness incurred pursuant to Section 7B.2(ii) during the most recent four consecutive calendar quarters and (d) treating the principal amount of all Indebtedness outstanding as of such date of determination under a revolving credit or similar agreement (other than the Indebtedness incurred pursuant to Section 7B.2(ii)) as maturing and becoming due and payable on the scheduled maturity date or dates thereof (including the maturity of any payment required by any commitment reduction or similar amortization provision), without regard to any provision permitting such maturity date to be extended (except for such extensions as may be made in the sole discretion of the borrower thereunder and without any conditions that remain to be fulfilled by the borrower or waived by the lender thereunder). See Section 1.2.

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" Consolidated EBITDA " means, as of any date of determination for any applicable period, (1) the sum of, without duplication, the amounts for such period, taken as a single accounting period, of (a) Consolidated Net Income and (b) to the extent deducted in the determination of Consolidated Net Income, after excluding amounts attributable to minority interests in Subsidiaries and without duplication, (i) Consolidated Non-Cash Charges, (ii) Consolidated Interest Expense and (iii) Consolidated Income Tax Expense less (2) any non-cash items increasing Consolidated Net Income for such period to the extent that such items constitute reversals of a Consolidated Non-Cash Charge for a previous period and which were included in the computation of Consolidated EBITDA for such previous period pursuant to the provisions of the preceding clause (1). Consolidated EBITDA shall be calculated after giving effect, on a pro forma basis and in accordance with GAAP, to, without duplication, any Asset Sales or Asset Acquisitions (including without limitation any Asset Acquisition giving rise to the need to make such calculation as a result of the Borrower or one of its Subsidiaries incurring, assuming or otherwise being liable for Acquired Debt) occurring during the period commencing on the first day of such period to and including the date of the transaction (the "Reference Period"), as if such Asset Sale or Asset Acquisition occurred on the first day of the Reference Period; provided , however , that Consolidated EBITDA generated by an acquired business or asset shall be determined by the actual gross profit (revenues minus cost of goods sold) of such acquired business or asset during the immediately preceding four full fiscal quarters in the Reference Period minus the pro forma expenses that would have been incurred by the Borrower and its Subsidiaries in the operation of such acquired business or asset during such period computed on the basis of personnel expenses for employees retained or to be retained by the Borrower and its Subsidiaries in the operation of such acquired business or asset and non-personnel costs and expenses incurred by the Borrower and its Subsidiaries in the operation of the Borrower’s business at similarly situated facilities of the Borrower or any of its Subsidiaries (as determined in good faith by the General Partner based upon reasonable assumptions). As used herein, but only for purposes of Sections 7B.1(i) and (ii), Consolidated EBITDA shall be determined (a) on the basis of 100% of that amount for the period of the four most recent fiscal quarters ending on or prior to the date of determination, or (b) 50% of that amount for the period of the eight most recent fiscal quarters ending on or prior to the date of determination, whichever is higher.

" Consolidated Funded Indebtedness " means, as of any date of determination, the aggregate amount of Indebtedness of the Borrower and its Subsidiaries outstanding on that date and maturing in more than 12 months, including the Private Placement Notes and borrowings under this Agreement (including current maturities of any such Indebtedness). Notwithstanding anything to the contrary contained herein, Consolidated Funded Indebtedness shall not include borrowings under the Revolving Facility to the extent permitted under the Note Purchase Agreements.

" Consolidated Income Tax Expense " means, with respect to the Borrower and its Subsidiaries, for any period, the provision for federal, state, local and foreign income taxes of the Borrower and its Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP. See Section 1.2.

" Consolidated Interest Expense " means as of any date of determination for any applicable period, without duplication, the sum of (i) the interest expense of the Borrower and its

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Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, including without limitation (a) any amortization of debt discount, (b) the net cost under Interest Rate Agreements, (c) the interest portion of any deferred payment obligation, (d) all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and (e) all accrued interest and (ii) the interest component of Capitalized Lease Obligations paid, accrued or scheduled to be paid or accrued by the Borrower and its Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP. In computing Consolidated Interest Expense for purposes of clause (ii) of Section 7B.1, the applicable period for the determination thereof shall be the four most recent fiscal quarters ending on or prior to the date of determination. See Section 1.2.

" Consolidated Net Income " means the net income of the Borrower and its Subsidiaries, as determined on a consolidated basis in accordance with GAAP and after provision for minority interests and as adjusted to exclude (i) net after-tax extraordinary gains or losses, (ii) net after-tax gains or losses attributable to Asset Sales, (iii) the net income or loss of any Person which is not a Subsidiary of the Borrower and which is accounted for by the equity method of accounting, provided that Consolidated Net Income shall include the amount of cash dividends or distributions actually paid to the Borrower or any Subsidiary of the Borrower, (iv) the net income or loss prior to the date of acquisition of any Person combined with the Borrower or any Subsidiary of the Borrower in a pooling of interest, (v) the net income of any Subsidiary of the Borrower to the extent that dividends or distributions of such net income are not at the date of determination permitted by the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or other regulation and (vi) the cumulative effect of any changes in accounting principles. See Section 1.2.

" Consolidated Net Worth " means, with respect to any Person, at any date of determination, the total partners’ capital (in the case of a partnership) or stockholders’ equity (in the case of a corporation) of such Person at such date, as would be shown on a consolidated balance sheet of such Person and its Subsidiaries, if any, prepared in accordance with GAAP. See Section 1.2.

" Consolidated Non-Cash Charges " means with respect to the Borrower and its Subsidiaries, for any period, the aggregate depreciation and amortization, in each case reducing Consolidated Net Income of the Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP. See Section 1.2.

" Consolidated Pro Forma Maximum Debt Service " means, as of any date of determination, the maximum amount payable by the Borrower and its Subsidiaries on a consolidated basis during all periods of four consecutive calendar quarters, commencing with the calendar quarter in which such date of determination occurs and ending August 31, 2011, in respect of scheduled principal and interest payments with respect to all Indebtedness of the Borrower and its Subsidiaries outstanding on such date of determination, after giving effect to any Indebtedness proposed on such date to be incurred and to the substantially concurrent repayment of any other Indebtedness (a) including all payments under Capitalized Lease Obligations, (b) assuming, in the case of Indebtedness (other than Indebtedness referred to in clause (c) below) bearing interest at fluctuating interest rates which cannot be determined in

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advance, that the rate actually in effect on such date will remain in effect throughout such period, (c) including only actual interest (but not principal) payments associated with the Indebtedness incurred pursuant to Section 7B.2 during the most recent four consecutive calendar quarters and (d) treating the principal amount of all Indebtedness outstanding as of such date of determination under a revolving credit or similar agreement (other than the Indebtedness incurred pursuant to Section 7B.2 as maturing and becoming due and payable on the scheduled maturity date or dates thereof (including the maturity of any payment required by any commitment reduction or similar amortization provision), without regard to any provision permitting such maturity date to be extended (except for such extensions as may be made in the sole discretion of the borrower thereunder and without any conditions that remain to be fulfilled by the borrower or waived by the lender thereunder). See Section 1.2.

" Consolidated Tangible Net Worth " means, with respect to any Person, at any date of determination, the then Consolidated Net Worth of Person minus the net book value of all assets of such Person and its Subsidiaries, if any, (after deducting any reserves applicable thereto), which would be shown as intangible assets on a consolidated balance sheet of such Person and its Subsidiaries, if any, as of such time prepared in accordance with GAAP. See Section 1.2.

" Control Event " means:

• (i) the execution of any written agreement to which the Borrower or any Affiliate of the Borrower is a party which could reasonably be expected to result in a Change of Control.

  (ii) the commencement (as such term is used in Rule 14d-2(a) under the Exchange Act as in effect on the date of the Closing) of a tender offer by any person (as such term is used in Section 13(d) and Section 14(d)(2) of the Exchange Act as in effect on the date of the Closing) or related person constituting a group (as such term issued in Rule 13d-5 under the Exchange Act as in effect on the date of the Closing) for units which would result in such person or group owning, directly or indirectly, more than 50% of the outstanding Units.

" Credit Obligations " means all present and future liabilities, obligations and Indebtedness of the Borrower or any of its Subsidiaries owing to the Administrative Agent, the Co-Agent or any Bank under or in connection with this Agreement or any other Loan Document, including obligations in respect of principal, interest, reimbursement obligations under Letters of Credit and Interest Rate Agreements provided by a Bank (or an Affiliate of a Bank), commitment fees, Letter of Credit fees, amounts provided for in Sections 3.2.4, 3.5, 3.6, 3.7, 3.8 and 3.10 and any other fees, charges, indemnities and expenses from time to time owing hereunder or under any other Loan Documents (whether accruing before or after the commencement of proceedings under any Bankruptcy Law).

" Credit Participant " is defined in Section 11.2.

" Current Management " shall mean not less than two of the following: R.C. Mills, Bradley K. Atkinson, H. Michael Krimbill, Ray C. Davis, or Kelcy L. Warren, together with the heirs of, and trusts for the benefit of family members controlled by, any such executive manager described in (a) or (b) hereof.

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" Departing Banks " shall mean Arvest, IBC and MidFirst.

" Environmental Laws " means all applicable federal, state, local and foreign laws, rules or regulations as amended from time to time, relating to emissions, discharges, releases, threatened releases, removal, remediation or abatement of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes into or in the environment (including without limitation air, surface water, ground water or land), or otherwise used in connection with the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, toxic or hazardous substances or wastes, as defined under such applicable laws.

" Equity Interest " means, with respect to any Person, any capital stock issued by such Person, regardless of class or designation, or any limited or general partnership interest in such Person, regardless of designation, and all warrants, options, purchase rights, conversion or exchange rights, voting rights, calls or claims of any character with respect thereto.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended.

" ERISA Affiliate " means any trade or business (whether or not incorporated) that, together with the Borrower, 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 (i) any "reportable event", as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan; (ii) the adoption of any amendment to a Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (iii) 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; (iv) 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; (v) the incurrence of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (vi) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (vii) the receipt by the Borrower 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; and (viii) the occurrence of a "prohibited transaction" with respect to which the Borrower or any of its Subsidiaries is a "disqualified person" (within the meaning of Section 4975 of the Code) and with respect to which the Borrower or such Subsidiary would be liable for the payment of an excise tax.

" ETP " means Energy Transfer Partners, L.P., a Delaware limited partnership.

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" ETP Credit Agreement " means that certain Amended and Restated Credit Agreement dated as of June 29, 2006, by and among ETP, Wachovia Bank, National Association, as Administrative Agent, LC Issuer and Swingline Lender, Bank of America, N.A., and Citibank, N.A., as Co-Syndication Agents, BNP Paribas and the Royal Bank of Scotland plc, as Co-Documentation Agents, Deutche Bank Securities Inc., Credit Suisse, Cayman Islands branch, UBS Securities LLC, JPMorgan Chase Bank and Suntrust Bank, as Senior Managing Agents, and the other financial institutions party thereto as lenders, as such agreement may be amended, restated, supplemented, replaced or otherwise, modified from time to time.

" ETP Partnership Agreement " means the Agreement of Limited Partnership of ETP as in effect on the Closing Date of the ETP Credit Agreement or thereafter executed by the signatory parties thereto, and as the same may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof.

" ETPGP " means Energy Transfer Partners GP, L.P., a Delaware limited partnership, and successor to U.S. Propane, L.P., a Delaware limited partnership.

" ETPLLC " shall mean Energy Transfer Partners, L.L.C., a Delaware limited liability company and successor to U.S. Propane, L.L.C., the general partner of ETPGP.

" Eurodollars " means, with respect to any Bank, deposits of United States Funds in a non-United States office or an international banking facility of such Bank.

" Eurodollar Basic Rate " means, for any Eurodollar Interest Period, the rate of interest at which Eurodollar deposits in an amount comparable to the Percentage Interest of BOk in the portion of a Loan as to which a Eurodollar Pricing Option has been elected and which have a term corresponding to such Eurodollar Interest Period are offered to the Administrative Agent by first class banks in the inter-bank Eurodollar market for delivery in immediately available funds at a Eurodollar Office on the first day of such Eurodollar Interest Period as determined by the Administrative Agent at approximately 10:00 a.m. (Tulsa, Oklahoma time) two Banking Days prior to the date upon which such Eurodollar Interest Period is to commence (which determination by the Administrative Agent shall, in the absence of manifest error, be conclusive) and as furnished promptly thereafter by the Administrative Agent.

" Eurodollar Interest Period " means any period, selected as provided in Section 3.2.1, of one, two, three or six months, commencing on any Banking Day and ending on the corresponding date in the subsequent calendar month so indicated (or, if such subsequent calendar month has no corresponding date, on the last day of such subsequent calendar month); provided , however , that subject to Section 3.2.3, if any Eurodollar Interest Period so selected would otherwise begin or end on a date which is not a Banking Day, such Eurodollar Interest Period shall instead begin or end, as the case may be, on the immediately preceding or succeeding Banking Day as determined by the Administrative Agent in accordance with the then current banking practice in the inter-bank Eurodollar market with respect to Eurodollar deposits at the applicable Eurodollar Office, which determination by the Administrative Agent shall, in the absence of manifest error, be conclusive.

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" Eurodollar Loan " means each portion of the Loan bearing interest determined by reference to the Eurodollar Rate.

" Eurodollar Office " means such non-United States office or international banking facility of any Bank as the Administrative Agent may from time to time select.

" Eurodollar Pricing Options " means the options granted pursuant to Section 3.2.1 to have the interest on any portion of a Loan computed on the basis of a Eurodollar Rate.

" Eurodollar Rate " for any Eurodollar Interest Period means the rate, rounded upward to the nearest 1/100%, obtained by dividing (a) the Eurodollar Basic Rate for such Eurodollar Interest Period by (b) an amount equal to 1 minus the Eurodollar Reserve Rate; provided , however , that if at any time during such Eurodollar Interest Period the Eurodollar Reserve Rate applicable to any outstanding Eurodollar Pricing Option changes, the Eurodollar Rate for such Eurodollar Interest Period shall automatically be adjusted to reflect such change, effective as of the date of such change.

" Eurodollar Reserve Rate " means the stated maximum rate (expressed as a decimal) of all reserves (including any basic, supplemental, marginal or emergency reserve or any reserve asset), if any, as from time to time in effect, required by any Bank Legal Requirement to be maintained by any Bank against (a) "Eurocurrency liabilities" as specified in Regulation D of the Board of Governors of the Federal Reserve System applicable to Eurodollar Pricing Options, (b) any other category of liabilities that includes Eurodollar deposits by reference to which the interest rate on portions of a Loan subject to Eurodollar Pricing Options is determined, (c) the principal amount of or interest on any portion of the Loan subject to a Eurodollar Pricing Option or (d) any other category of extensions of credit, or other assets, that includes loan subject to a Eurodollar Pricing Option by a non-United States office of any of the Banks to United States residents, in each case without the benefits of credits for prorations, exceptions or offsets that may be available to a Lender.

" Event of Default " means any of the events specified in Section 9.1, provided that there has been satisfied any requirement in connection with such event for the giving of notice, or the lapse of time, or the happening of any further condition, event or act, and "Default" shall mean any of such events, whether or not any such requirement has been satisfied.

" Excess Proceeds " is defined in Section 4.2.1(iv).

" Excess Sale Proceeds " is defined in Section 7B.7(iii)(c)(ii).

" Excess Taking Proceeds " is defined in Section 4.2.1(ii).

" Exchange Act " means the Securities Exchange Act of 1934, as amended.

" Existing Credit Agreement " means the Credit Agreement dated as of June 25, 1996, as amended by the First Amendment to Credit Agreement dated as of July 25, 1996, the Second Amendment to Credit Agreement dated as of February 28, 1997, the Third Amendment to Credit

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Agreement dated as of September 30, 1997, the Fourth Amendment to Credit Agreement dated as of November 18, 1997, and the Fifth Amendment to Credit Agreement dated as of November 13, 1998, as replaced and restated by the First Amended and Restated Credit Agreement dated as of May 31, 1999, between and among Borrower, BOk, Firstar Bank, N.A. ("Firstar"), and Local, and BOk, as Administrative Agent, and Firstar, as Co-Agent, as amended by the First Amendment to First Amended and Restated Credit Agreement dated as of October 15, 1999, between and among Borrower, BOk, Firstar and Local, and BOk, as Administrative Agent and Firstar, as Co-Agent, as amended by the Second Amendment to First Amended and Restated Credit Agreement dated as of May 31, 2000, between and among Borrower, BOk, Firstar and Local, and BOk, as Administrative Agent, and Firstar, as Co-Agent, as amended by the Third Amendment to First Amended and Restated Credit Agreement dated as of August 10, 2000, between and among Borrower, BOk, Firstar, Local and Harris, as lenders, and BOk, as Administrative Agent and Firstar, as Co-Agent, as further amended by the Fourth Amendment to First Amended and Restated Credit Agreement dated as of December 28, 2000, between and among Borrower, BOk, Firstar, Local and Harris Trust and Savings Bank ("Harris"), as lenders, the Administrative Agent and the Co-Agent, as further amended by the Fifth Amendment to the First Amended and Restated Credit Agreement dated as of July 16, 2001, between and among Borrower, BOk, Firstar, Local and Harris, as lenders, and BOk, as Administrative Agent, and Firstar, as Co-Agent, as further amended by the Sixth Amendment to the First Amended and Restated Credit Agreement dated as of October 1, 2003, between and among Borrower, BOk, U.S. Bank, successor to Firstar, Local and Harris, as lenders, and BOk, as Administrative Agent, and US Bank, as Co-Agent, as further amended by the Second Amended and Restated Credit Agreement dated as of December 31, 2003, between and among Borrower, BOk, U. S. Bank National Association, Local and Harris, as lenders, and BOk, as Administrative Agent, and U. S. Bank, as Co-Agent; and further amended by the Third Amended and Restated Credit Agreement dated as of March 31, 2004, between and among Borrower, BOk, U. S. Bank, National Association, Arvest, IBC (formerly Local) and MidFirst, as lenders, and BOk, as Administrative Agent, and JPMorgan as Syndication Agent, as amended by the First Amendment thereto dated as of November 1, 2004, and by the Second Amendment thereto dated as of September 1, 2005.

" Federal Funds Rate " means, for any day, the rate equal to the weighted average (rounded upward to the nearest 1/8%) of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, (i) as such weighted average is published for such day (or, if such day is not a Banking Day, for the immediately preceding Banking Day) by the Federal Reserve Bank of New York or (ii) if such rate is not so published for such Banking Day, as determined by the Administrative Agent using any reasonable means of determination. Each determination by the Administrative Agent of the Federal Funds Rate shall, in the absence of manifest error, be conclusive.

" Fifth Third " shall mean Fifth Third Bank.

" Final Maturity Date " means June 30, 2011.

" Financial Statement Delivery Date " means each date on which financial statements are to be delivered pursuant to Section 7A.1(i) and (ii), respectively.

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" Financing Statements " shall have the meaning specified in Section 6.1(vi).

" Funding Liability " means (a) any Eurodollar deposit which was used (or deemed by Section 3.2.6 to have been used) to fund any portion of a Loan subject to a Eurodollar Pricing Option, and (b) any portion of a Loan subject to a Eurodollar Pricing Option funded (or deemed by Section 3.2.6 to have been funded) with the proceeds of any such Eurodollar deposit.

" GAAP " is defined in Section 1.2.

" General Partner " means ETPGP, in its capacity as the general partner of the Borrower.

" Governmental Authority " means any governmental agency, authority, instrumentality or regulatory body, other than a court or other tribunal, in each case whether federal, state, local or foreign.

" Guaranty " means, with respect to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any Indebtedness of another, including, without limitation, any such obligation directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business) or discounted or sold with recourse by such Person, or in respect of each such Person is otherwise directly or indirectly liable, including, without limitation, any such obligation in effect guaranteed by such Person through any agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain the solvency or any balance sheet or other financial condition of the obligor of such obligation, or to make payment for any products, materials or supplies or for any transportation or services regardless of the non-delivery or non-furnishing thereof, in any such case if the purpose or intent of such agreement is to provide assurance that such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected against loss in respect thereof. The amount of any Guaranty shall be equal to the outstanding principal amount of the obligation guaranteed or such lesser amount to which the maximum exposure of the guarantor shall have been specifically limited.

" Hazardous Substance " means any substance so designated pursuant to CERCLA, asbestos, petroleum, urea formaldehyde insulation and petroleum by-products (other than propane).

" Heritage ETC " shall mean Heritage ETC, L.P., a Delaware limited partnership, the 99.999% limited partner of the Borrower.

" Indebtedness " shall mean, with respect to any Person, without duplication,

• (a) any indebtedness for borrowed money, all obligations upon which interest charges are customarily paid and all obligations evidenced by any bond, note, debenture or other similar instrument which such Person has directly or indirectly created, incurred or assumed;

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• (b) all obligations of others secured by any Lien in respect of property owned by such Person, whether or not such Person has assumed or become liable for the payment of such indebtedness; provided that the amount of such Indebtedness, if such Person has not assumed the same or become liable therefor, shall in no event be deemed to be greater than the fair market value from time to time of the property subject to such Lien;

  (c) any indebtedness, whether or not for borrowed money (excluding trade payables and accrued expenses arising in the ordinary course of business), with respect to which such Person has become directly or indirectly liable and which represents the deferred purchase price (or a portion thereof) or has been incurred to finance the purchase price (or a portion thereof) of any property or service or business acquired by such Person, whether by purchase, consolidation, merger or otherwise;

  (d) the principal component of any Capitalized Lease Obligations to the extent such obligations would, in accordance with GAAP, appear on a balance sheet of such Person;

  (e) all Attributable Debt of such Person in respect of Sale and Lease-Back Transactions not involving a Capitalized Lease Obligation;

  (f) all Redeemable Capital Stock of such Person valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends;

  (g) any Preferred Stock of any Subsidiary of such Person valued at the liquidation preference thereof, or any mandatory redemption payment obligations in respect thereof plus, in either case, accrued dividends thereon;

  (h) any indebtedness of the character referred to in clause (a), (b), (c), (d), (e), (f) or (g) of this definition deemed to be extinguished under GAAP but for which such Person remains legally liable;

  (i) any indebtedness of any other Person of the character referred to in clause (a), (b), (c), (d), (e), (f), (g) or (h) of this definition with respect to which the Person whose Indebtedness is being determined has become liable by way of a Guaranty;

  (j) all obligations, contingent or fixed, of such person as an account party in respect of letters of credit (other than letters of credit incurred in the ordinary course of business and consistent with past practice);

  (k) all liabilities of such Person in respect of unfunded vested benefits under pension plans (determined on a net basis for all such plans) and all asserted withdrawal liabilities of such Person or a commonly controlled entity to a Multiemployer Plan;

  (l) Swaps (other than Interest Rate Agreements);

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• (m) all obligations of such Person in respect of bankers’ acceptances (other than in respect of accounts payable to suppliers incurred in the ordinary course of business consistent with past practice); and

  (n) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to in clauses (a) through (m) above.

For purposes hereof, the "maximum fixed repurchase price" of any Redeemable Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Agreement and if such price is based upon, or measured by, the fair market value of such Redeemable Capital Stock, such fair market value shall be determined in good faith by the board of directors or a similar governing body of the issuer of such Redeemable Capital Stock.

" Intercreditor Agreement " means the Intercreditor and Agency Agreement among the Purchasers of the Private Placement Notes, the initial Administrative Agent (BankBoston) and the Collateral Agent dated as of June 25, 1996, as amended, supplemented or modified from time to time in connection with the transactions and modifications contemplated by this Agreement.

" Interest Coverage " means, as of any date, a ratio equal to the ratio of (a) the Consolidated EBITDA of the Borrower for the period of four consecutive fiscal quarters of the Borrower ending with the most recent fiscal quarter for which the Borrower has delivered to the Banks, or is required under Section 7A.1(i) to have delivered to the Banks, financial statements of the Borrower to (b) the Consolidated Interest Expense of the Borrower for such period of four consecutive fiscal quarters.

" Interest Rate Agreement " shall mean any fully matched interest rate Swap entered into with the intent to protect the Borrower against fluctuations in interest rates and entered into as a bona fide hedging arrangement and not for purposes of investment or speculation.

" Investment " shall mean, as applied to any Person, any direct or indirect purchase or other acquisition by such Person of stock or other securities of any other Person, or any direct or indirect loan, advance or capital contribution by such Person to any other Person, and any other item which would be classified as an "investment" on a balance sheet of such Person prepared in accordance with GAAP, including without limitation any direct or indirect contribution by such Person of property or assets to a joint venture, partnership or other business entity in which such Person retains an interest (it being understood that a direct or indirect purchase or other acquisition by such Person of assets of any other Person (other than stock or other securities) shall not constitute an "Investment" for purposes of this Agreement so long as such assets are all used in the Business). For the purposes of Section 7B.5(v), the amount involved in Investments made during any period shall be the aggregate cost to the Borrower and its Subsidiaries of all such Investments made during such period, determined in accordance with GAAP, but without regard to unrealized increases or decreases in value, or write-ups, write-downs or write-offs, of such Investments and without regard to the existence of any undistributed earnings or accrued

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interest with respect thereto accrued after the respective dates on which such Investments were made, less any net return of capital realized during such period upon the sale, repayment or other liquidation of such Investments (determined in accordance with GAAP, but without regard to any amounts received during such period as earnings (in the form of dividends not constituting a return of capital, interest or otherwise) on such Investments or as loans from any Person in whom such Investments have been made). See Section 1.2.

" Investment Limit " shall have the meaning specified in Section 7B.5(v).

" JPMorgan Chase " means JPMorgan Chase Bank, N. A.

" JPMSI " means J.P. Morgan Securities Inc.

" La Grange " means La Grange Acquisition, L.P., a Texas limited partnership, together with all of its existing and hereafter formed or acquired direct or indirect subsidiaries.

" La Grange Acquisition " means, collectively, (i) the acquisition by La Grange Energy, L. P. of the equity interests of U.S. Propane, all in accordance with the Acquisition Agreement dated as of November 6, 2003, as amended or modified, and (ii) the acquisition by the Master Partnership of substantially all of the assets of La Grange and its Subsidiaries and the other transactions contemplated in connection therewith, all in accordance with the Contribution Agreement dated as of November 6, 2003, as amended and modified.

" Legal Requirement " shall mean any law, statute, ordinance, decree, requirement, order, judgment, rule or regulation (or published official interpretation of any of the foregoing by any Governmental Authority) of any Governmental Authority.

" Lending Officer " means each of such individuals whom the Administrative Agent may designate by notice to the Borrower from time to time as an officer who may receive telephone requests for borrowings under Section 2.1.3.

" Letter of Credit " is defined in Section 2.2.1.

" Letter of Credit Exposure " means, at any date, the sum of (a) the aggregate face amount of all drafts that may then or thereafter be presented by beneficiaries under all Letters of Credit then outstanding, plus (b) the aggregate face amount of all drafts that the Letter of Credit Issuer has previously accepted under Letters of Credit but has not paid.

" Letter of Credit Issuer " means, for any Letter of Credit, BOk or, in the event BOk does not for any reason issue a requested Letter of Credit, another Bank designated by the Administrative Agent to issue such Letter of Credit in accordance with Section 2.2.

" Leverage Ratio " means, as of any date, a ratio equal to the ratio of (a) the Consolidated Funded Indebtedness of the Borrower as of the last day of the most recent fiscal quarter of the Borrower for which the Borrower has delivered to the Banks, or is required under Section 7A.1(i) to have delivered to the Banks, a consolidated balance sheet of the Borrower to (b) the Consolidated EBITDA of the Borrower for the period of four consecutive fiscal quarters ended on such last day.

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" Lien " means any mortgage, pledge, security interest, encumbrance, contractual deposit arrangement, lien (statutory or otherwise) or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction) or any other type of preferential arrangement for the purpose, or having the effect, of protecting a creditor against loss or securing the payment or performance of an obligation.

" Loan " or " Loans " means each Revolving Loan or Swingline Loan, and the Base Rate Loans and the Eurodollar Loans comprising such Loans.

" Loan Documents " means this Agreement, the Notes, the Intercreditor Agreement and the Security Documents.

" Margin Period " means each period commencing on (and including) the first day of a Financial Statement Delivery Date and ending on (and including) the day before the next succeeding Financial Statement Delivery Date, or (ii) the Final Maturity Date with respect to the Revolving Loans.

" Margin Stock " means "margin stock" within the meaning of Regulation T, U or X of the Board of Governors of the Federal Reserve System.

" Master Partnership " means ETP.

" Material Adverse Effect " means (i) a material adverse effect on the business, assets or financial condition of the Borrower or the Borrower and its Subsidiaries taken as a whole, (ii) a material impairment of the ability of the Borrower or any Subsidiary of the Borrower to perform any of its obligations under the Loan Documents to which it is a party or (iii) a material adverse effect on the enforceability of any of the Loan Documents.

" Maximum Amount of Revolving Credit " is defined in Section 2.1.2.

" Multiemployer Plan " means a "multiemployer plan" as defined in section 4001(a)(3) of ERISA.

" Net Proceeds " means the proceeds of any sale of assets in the form of cash or cash equivalents including payments in respect of deferred payment obligations when received in the form of cash or cash equivalents net of (i) brokerage commissions and other fees and expenses related to such sale, (ii) provisions for any taxes payable as a result of such sale, (iii) amounts required to be paid to any Person (other than the Borrower or any Subsidiary of the Borrower) owning a beneficial interest in the assets sold, (iv) appropriate amounts to be provided by the Borrower or any Subsidiary of the Borrower, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such sale of assets and retained by

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the Borrower or any Subsidiary of the Borrower, as the case may be, after such sale and (v) amounts required to be applied to the repayment of Indebtedness (other than the Private Placement Notes and the Notes) secured by a Lien on the assets sold.

" Non-Compete Obligations " is defined in Section 7B.3(viii).

" Nonperforming Bank " is defined in Section 10.4.4.

" Note Purchase Agreements " means that certain (i) Note Purchase Agreement between and among Heritage, Borrower and the Note Purchasers named in the Purchaser Schedule annexed as Schedule I thereto dated as of June 25, 1996, as amended, modified, supplemented or restated from time to time, (ii) Note Purchase Agreement between and among Borrower, Heritage and the Note Purchasers named in the Initial Purchaser Schedule annexed thereto dated as of November 19, 1997, as amended, modified, supplemented or restated from time to time, and (iii) Note Purchase Agreement dated as of August 10, 2000, between and among Heritage, Borrower and the Note Purchasers annexed as Scheduled I thereto, as amended, modified, supplemented or restated from time to time.

" Note Purchasers " mean the purchasers of the Private Placement Notes.

" Notes " means the Revolving Notes and each promissory note evidencing Swingline Loans.

" Obligations " means and include any and all: (i) indebtedness, obligations and liabilities of the Borrower to the Banks incurred or which may be incurred or purportedly incurred hereafter pursuant to the terms of this Agreement or any of the other Loan Documents, and any replacements, amendments, extensions, renewals, substitutions, amendments and increases in amount thereof, including such amounts as may be evidenced by the Notes and all lawful interest, late charges, loan closing fees, service fees, origination/facility fees, commitment fees, fees in lieu of balances, letter of credit processing and issuance fees, indemnities and other charges, and all reasonable costs and expenses incurred in connection with the preparation, filing and recording of the Loan Documents, including reasonable attorneys fees and legal expenses; (ii) all Banking Service Obligations and all obligations and liabilities under any Swaps or similar derivative or hedging transaction with any one or more or all of the Banks or an Affiliate of any Bank, as counterparty; provided, however the entering into such Swap or similar derivative or hedging transaction shall have been approved in writing in advance by the Required Banks; (iii) all reasonable costs and expenses paid or incurred by the Banks and/or either Agent or the Collateral Agent, including reasonable attorneys fees, in enforcing or attempting to enforce collection of any Indebtedness and in enforcing or realizing upon or attempting to enforce or realize upon any collateral or security for any Indebtedness, including interest on all sums so expended by the Banks and/or either Agent or the Collateral Agent accruing from the date upon which such expenditures are made until paid, at an annual rate equal to the Default Rate; and (iv) all sums expended by the Banks and/or either Agent or the Collateral Agent in curing any Event of Default or Default of the Borrower under the terms of this Agreement, the other Loan Documents or any other writing evidencing or securing the payment of the Notes together with interest on all sums so expended by the Banks and/or either Agent or the Collateral Agent

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accruing from the date upon which such expenditures are made until paid, at an annual rate equal to the Default Rate; and (v) indebtedness, obligations and liabilities of the Borrower arising out of the Note Purchase Agreements, including, without limitation, that evidenced by the Private Placement Notes.

" Officer’s Certificate " shall mean, as to any corporation, a certificate executed on its behalf by the Chairman of the Board of Directors (if an officer) or its President or one of its Vice Presidents, and its Treasurer, or Controller, or one of its Assistant Treasurers or Assistant Controllers, and, as to the Master Partnership or the Borrower, a certificate executed on behalf of the Master Partnership or the Borrower, as the case may be, by its general partner in a manner which would qualify such certificate (a) if such general partner were a corporation, as an Officer’s Certificate of such general partner hereunder or (b) if such general partner were a partnership or other entity, as a certificate executed on its behalf by Persons authorized to do so pursuant to the constituting documents of such partnership or other entity.

" Overdue Reimbursement Rate " means, at any date, the highest Applicable Rate then in effect.

" Parity Debt " means Indebtedness of the Borrower (a) (other than the Notes) incurred in accordance with clauses (i), (ii) and (iii) of Section 7B.2 and (b) Additional Parity Debt.

" Participation Interest " means the purchase by a Bank of a participation interest in Letter of Credit Exposure as provided in Section 2.2.4, in Swingline Loans as provided in Section 2.4 and in Loans as provided in Section 10.5.

" Partnership Agreement " means the Agreement of Limited Partnership of the Borrower as in effect on the Closing Date, and as the same may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof.

" Partnership Documents " means the Agreement of Limited Partnership of the Master Partnership and the Partnership Agreement, in each case as in effect on the Closing Date and as the same may from time to time be amended, supplemented or otherwise modified in accordance with the terms hereof and thereof.

" Payment Date " means the last Banking Day of each March, June, September and December occurring after the Closing Date.

" PBGC " means the Pension Benefit Guaranty Corporation or any Governmental Authority succeeding to any of its functions.

" Percentage Interest " is defined in Section 10.1.

" Percentage of Aggregate Available Cash " shall mean, with respect to any fiscal quarter of the Borrower, the percentage determined by multiplying (i) a fraction consisting of a numerator equal to the Borrower’s Available Cash for that period and a denominator equal to the Aggregate Available Cash by (ii) 100.

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" Performing Bank " is defined in Section 10.4.4.

" Permits " is defined in Section 8.8.

" Permitted Banks " is defined in Section 7B.5.

" Permitted GP Entity " shall mean shall mean any one or combination of (i) Persons or a group of unrelated persons (as such terms are defined in the Exchange Act) who directly or indirectly beneficially own (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) the Capital Stock of the General Partner immediately following consummation of the La Grange Acquisition, and (ii) Current Management or group of related persons (as so defined) including Current Management.

" Person " means and includes an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

" Plan " means any "employee pension benefit plan" as such term is defined in Section 3 of ERISA (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 Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in ERISA.

" Preferred Stock " means, as applied to the Capital Stock of any Person, Capital Stock of any class or classes (however designated), which is preferred as to the payment of distributions or dividends, or upon any voluntary or involuntary liquidation or dissolution of such Person, over shares or units of Capital Stock of any other class of such Person.

" Priority Debt " means as of any date of determination, the sum, without duplication, of (i) Indebtedness of the Subsidiaries of the Borrower (other than Indebtedness owed to the Borrower or another Wholly-Owned Subsidiary), plus (ii) Indebtedness of the Borrower and its Subsidiaries secured by Liens permitted by clauses (i) and (vii) of Section 7B.3 and any renewals of such Liens permitted by clause (xiv) of Section 7B.3

" Property " means any interest in any kind of property or asset whether real, personal, or mixed, or tangible or intangible.

" Private Placement Notes " means (i) the $120,000,000 senior secured notes described and defined in the Note Purchase Agreement dated as of June 25, 1996, as amended, (ii) the $47,000,000 senior secured notes described and defined in the Note Purchase Agreement dated as of November 19, 1997, as amended, and (iii) the $250,000,000 senior secured notes described and defined in the Note Purchase Agreement dated as of August 10, 2000, as amended.

" Redeemable Capital Stock " means, as of any date of determination, any shares of any class or series of Capital Stock, that, either by the terms thereof, by the terms of any security into which such shares are convertible or exchangeable or by contract or otherwise, are or upon the

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happening of an event or passage of time would be, required to be redeemed prior to the stated maturity with respect to the principal of any Loans or are redeemable at the option of the holder thereof at any time prior to the stated maturity of any Loans, or are convertible into or exchangeable for Indebtedness at any time prior to the stated maturity of any Loans.

" Register " is defined in Section 11.1.3.

" Replacement Bank " is defined in Section 11.3.

" Required Banks " means, with respect to any approval, consent, modification, waiver or other action to be taken by the Administrative Agent or the Banks under the Loan Documents which require action by the Required Banks, such Banks that own at least 51% of the Percentage Interests; provided , however , that with respect to any matters referred to in the proviso to Section 10.6, Required Banks means such Banks as own at least the respective portions of the Percentage Interests required by Section 10.6.

" Responsible Officer " means the chief executive officer, chief operating officer, chief financial officer or chief accounting officer of the Borrower or any other officer of the Borrower involved principally in its financial administration or its controllership function.

" Restricted Payment " means any payment or other distribution, direct or indirect, in respect of any partnership or other equity interest in the Borrower, except a distribution payable solely in additional partnership or other equity interests in the Borrower, and any payment, direct or indirect on account of the redemption, retirement, purchase or other acquisition of any partnership or other equity interest in the Borrower.

" Revolving Facility " means the agreement of the Banks herein to make Revolving Loans, to provide for the issuance of Letters of Credit and, insofar as the Swingline Lender is concerned, to make Swingline Loans.

" Revolving Loan " is defined in Section 2.1.4.

" Revolving Loan Account " is defined in Section 2.1.4.

" Revolving Notes " is defined in Section 2.1.4.

" Sale and Lease-Back Transaction " means, with respect to any Person (a "Transferor"), any arrangement (other than between the Borrower and a Wholly-Owned Restricted Subsidiary or between Wholly-Owned Restricted Subsidiaries) whereby (a) property (the "Subject Property") has been or is to be disposed of by such Transferor to any other Person with the intention on the part of such Transferor of taking back a lease of such Subject Property pursuant to which the rental payments are calculated to amortize the purchase price of such Subject Property substantially over the useful life of such Subject Property, and (b) such Subject Property is in fact so leased by such Transferor or an Affiliate of such Transferor.

" Securities Act " means the Securities Act of 1933, as amended.

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" Security Agreement " shall mean the Security Agreement from the Borrower, as debtors and assignors, to the Collateral Agent, for the benefit of the Banks and the Note Purchasers, as secured parties, encumbering the Collateral described therein and covered thereby, as amended, supplemented or otherwise modified from time to time.

" Security Documents " shall mean the Security Agreement, the Certificates and Stock Powers and the Financing Statements.

" Significant Subsidiary Group " shall mean any Subsidiary of the Borrower, or any group of Subsidiaries of the Borrower, which at any time of determination account for (or in the case of a recently formed or acquired Subsidiary would have so accounted for on a pro forma basis) more than 5% of consolidated operating revenues of the Borrower and its Subsidiaries for the fiscal year most recently ended or more than 5% of consolidated total assets of the Borrower and its Subsidiaries as of the end of the most recently ended fiscal quarter, in each case computed in accordance with GAAP.

" Specified Entities " shall mean any one or combination of the following: (i) ETP, any Wholly-Owned Subsidiary thereof, or a Successor thereto, and (ii) any Permitted GP Entity.

" Subsidiary " shall mean, with respect to any Person, any corporation, limited liability company, partnership, joint venture, association, trust or other entity of which (or in which) more than 50% of (a) the issued and outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time Capital Stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interests in the capital or profits of such partnership, limited liability company, joint venture or association with ordinary voting power to elect a majority of the board of directors (or Persons performing similar functions) of such partnership, limited liability company, joint venture or association, or (c) the beneficial interests in such trust or other entity with ordinary voting power to elect a majority of the board of trustees (or Persons performing similar functions) of such trust or other entity, is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries, or by one or more of such Person’s other Subsidiaries. For the purposes of any computation under Section 7B.1 or clause (vii) of Section 7B.2, the defined terms Consolidated Debt Service, Consolidated EBITDA, Consolidated Funded Indebtedness, Consolidated Interest Expense and Consolidated Pro Forma Maximum Debt Service shall be calculated on the basis that Bi-State is a Subsidiary of the Borrower, but only as long as the Borrower shall own 50% or more of the interests in the capital or profits of Bi-State with ordinary voting power to elect a majority of the board of directors (or Persons performing similar functions) thereof.

" Successor " shall mean, with respect to the Specified Entity, any entity in which the holders of the Capital Stock of such Specified Entity outstanding immediately prior to a consolidation, acquisition or merger involving such Specified Entity hold, directly or indirectly through Wholly-Owned Subsidiaries, at least a majority of the Capital Stock immediately after such consolidation, acquisition or merger.

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" Swaps " shall mean, with respect to any Person, payment obligations (fixed or contingent) with respect to interest rate swap agreements, interest rate cap agreements, interest rate collar agreements, currency swaps and similar obligations obligating such Person to make payments, whether periodically or upon the happening of a contingency. For the purposes of this Agreement, the amount of the obligation under any Swap shall be the amount determined in respect thereof as of the end of the then most recently ended fiscal quarter of such Person, based on the assumption that such Swap had terminated at the end of such fiscal quarter, and in making such determination, if any agreement relating to such Swap provides for the netting of amounts payable by and to such Person thereunder or if any such agreement provides for the simultaneous payment of amounts by and to such Person, then in each such case, the amount of such obligation shall be the net amount so determined.

" Swingline Facility " means the commitment of the Swingline Lender to make Swingline Loans in an aggregate principal amount at any time outstanding up to the Swingline Facility Amount and the commitment of the Banks to purchase participating interests equal to their respective Percentage Interests in the Swingline Loans as provided in Section 2.4, as such amounts may be reduced from time to time in accordance with the provisions hereof.

" Swingline Facility Amount " means $10,000,000.

" Swingline Lender " means BOk and its successors and permitted assigns.

" Swingline Loan " means a swingline Revolving loan made by the Swingline Lender pursuant to the provisions of Section 2.3.

" Swingline Note " is defined in Section 2.3.

" Syndication Agent " shall mean JPMorgan Chase.

" Tax " means any present or future tax, levy, duty, impost, deduction, withholding or other charges of whatever nature at any time required by any Bank Legal Requirement (i) to be paid by any Bank or (ii) to be withheld or deducted from any payment otherwise required hereby to be made to any Bank, in each case on or with respect to its obligations hereunder, the Loan, any payment in respect of the Credit Obligations or any Funding Liability not included in the foregoing; provided , however , that the term "Tax" shall not include taxes imposed upon or measured by the net income of such Bank (other than withholding taxes), branch profits taxes or franchise taxes.

" Total Assets " means, as of any date of determination, the consolidated total assets of the Borrower and its Subsidiaries as would be shown on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP as of that date. See Section 1.2.

" Tulsa Office " means the principal banking office of BOk in Tulsa, Oklahoma.

" UCC " means the Uniform Commercial Code.

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" Uniform Customs and Practice " is defined in Section 2.2.7.

" United States " or " U.S. " means the United States of America.

" United States Funds " means such coin or currency of the United States as at the time shall be legal tender therein for the payment of public and private debts.

" Units " shall mean, collectively, the Common Units and each other limited partnership interest which may be issued from time to time and which are entitled by their terms to receive distributions.

" Unused Proceeds Reserve " means, as of any date of determination, all amounts theretofore offered to prepay Parity Debt under Section 7B.7(iii)(c)(ii) and to prepay Notes under Section 4.2, the prepayment of which was declined by the applicable lenders, less the portion of such amounts theretofore applied by the Borrower to operations or capital expenditures in connection with the conduct of the Borrower’s business.

" Unutilized Taking Proceeds " means, as of any date, any insurance or condemnation proceeds (net of the reasonable costs of proceedings in connection therewith and settlements in respect thereof) in excess of $100,000 with respect to any single occurrence that were received by the Borrower or any of its Subsidiaries in respect of any damage, destruction, condemnation or other taking of all or any portion of the properties or assets of the Borrower or any of its Subsidiaries and that have not been reinvested by the Borrower or any of its Subsidiaries within a period of twelve months after such receipt in the restoration, modification or replacement of the properties or assets in respect of which such insurance or condemnation proceeds were received.

" U.S. Bank " shall mean U. S Bank National Association.

" Voting Stock " means, with respect to any corporation, any shares of stock of such corporation the holders of which are entitled under ordinary circumstances to vote for the election of directors of such corporation (irrespective of whether at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

" Wholly-Owned " means, as applied to any Subsidiary of any Person, a Subsidiary at least 98% (by vote or value) of the outstanding Equity Interests (other than directors’ qualifying shares, if required by law) of all classes, taken together as a whole, of which are at the time owned by such Person or by one or more of its Wholly-Owned Subsidiaries or by such Person and one or more of its Wholly-Owned Subsidiaries.

" Withdrawal Liability " shall mean 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.

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1.2 Accounting Principles, Terms and Determinations . All references in this Agreement to "generally accepted accounting principles" or to "GAAP" shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof, but subject to the provisions of this Section 1.2. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be prepared hereunder shall be prepared in accordance with generally accepted accounting principles, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower and its Subsidiaries delivered pursuant to clause (ii) of Section 7A.1.

1.3 Construction . Except as otherwise explicitly specified to the contrary or unless the context clearly requires otherwise, (i) the capitalized term "Section" refers to sections of this Agreement, (ii) the capitalized term "Exhibit" refers to exhibits to this Agreement, (iii) references to a particular Article Section include all subsections thereof, (iv) the word "including" shall be construed as "including without limitation", (v) terms defined in the UCC and not otherwise defined herein have the meaning provided under the UCC, (vi) references to a particular statute or regulation include all rules and regulations thereunder and any successor statute, regulation or rules, in each case as from time to time in effect and (vii) references to a particular Person include such Person’s successors and assigns to the extent not prohibited by this Agreement and the other Loan Documents. References to "the date hereof" mean the date first set forth above.

ARTICLE II

THE CREDITS

2.1 Revolving Facility .

• 2.1.1 Revolving Loan . Subject to all the terms and conditions of this Agreement and so long as no Default exists, from time to time on and after the Closing Date and prior to the Final Maturity Date, the Banks will, severally in accordance with their respective Percentage Interests, make loans to the Borrower in such amounts as may be requested by the Borrower in accordance with Section 2.1.3. The Loans made to the Borrower by the Banks on the Closing Date shall constitute, in part, a refinancing of the Revolving Loans (as defined in the Existing Credit Agreement). The sum of the aggregate principal amount of loans made under this Section 2.1.1 at any one time outstanding plus the sum of aggregate principal amount of all Swingline Loans then outstanding plus the Letter of Credit Exposure shall in no event exceed the Maximum Amount of Revolving Credit.

  2.1.2 Maximum Amount of Revolving Credit . The term "Maximum Amount of Revolving Credit" means, on any date, $75,000,000 plus the amount of any increases pursuant to the provisions of Section 2.7 and minus the amount of any decreases pursuant to Section 4.4.

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• 2.1.3 Revolving Borrowing Requests . The Borrower may from time to time request a loan under Section 2.1.1 by providing to a Lending Officer of the Administrative Agent, either a notice in writing or telephonic notice promptly confirmed in writing. Such notice must be not later than (i) noon (Tulsa, Oklahoma time) three (3) Banking Days prior to the requested funding date for a Eurodollar Loan, and (ii) 10 o’clock a.m. (applicable central time) on the Banking Day of the requested funding date for a Base Rate Loan. The notice must specify (a) the amount of the requested loan (which shall be not less than $500,000 and in integral multiples of $500,000 in excess thereof) and (b) the requested advance date therefor (which shall be a Banking Day). Upon receipt of such notice, Administrative Agent will promptly inform each other Bank (by telephone or otherwise). Each such loan will be made at the Administrative Agent’s Tulsa Office by depositing the amount thereof to the Borrower’s Revolving Loan Account with the Administrative Agent. In connection with each such loan, the Borrower shall furnish to the Administrative Agent, a certificate in substantially the form of Exhibit 2.1.3.

  2.1.4 Revolving Loan Account: Revolving Notes . The Administrative Agent, will establish on its books an internal revolving loan account for the Borrower (the "Revolving Loan Account"), for administrative purposes only, which such Administrative Agent shall administer as follows: (a) Administrative Agent shall add to the Revolving Loan Account, and the Revolving Loan Account shall evidence, the principal amount of all loans made from time to time by the Banks to the Borrower pursuant to Section 2.1.1 and (b) Administrative Agent shall reduce the Revolving Loan Account by the amount of all payments made on account of the Loans evidenced by the Revolving Loan Account. The aggregate principal amount of the Loans evidenced by the Revolving Loan Account is referred to as the "Revolving Loan." The Revolving Loan shall be deemed owed to each Bank severally in accordance with such Bank’s Percentage Interest, and all payments (other than Swingline Loans) credited to the Revolving Loan Account shall be for the account of each Bank in accordance with its Percentage Interest. The Borrower’s obligations to pay each Bank’s Percentage Interest in the Revolving Loan (other than Swingline Loans) shall be evidenced by a separate replacement promissory note of the Borrower payable to the order of such Bank and issued pursuant hereto in substantially the form of Exhibit 2.1.4 (collectively, the "Revolving Notes"), payable to each Bank in maximum principal amount equal to such Bank’s Percentage Interest in the total Commitments constituting the Revolving Facility.

  2.1.5 Swingline Loan Requests . The Borrower may from time to time request a Swingline Loan by providing a written notice or telephonic notice immediately confirmed in writing meeting the requirement of the third sentence of Section 2.1.3 hereof to the Swingline Lender not later than 12:00 noon (Tulsa, Oklahoma time) on the Banking Day of the requested borrowing. Each request for such a borrowing shall be irrevocable and shall specify (i) that a Swingline Loan is requested, (ii) the date of the requested borrowing (which shall be a Banking Day), and (iii) the requested maturity. Each Swingline Loan shall have a maturity date as the Borrower may request and the Swingline Lender may agree, but in no event shall the term of any Swingline Loan be longer than twenty (20) days from the date of borrowing. The principal amount of each

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• Swingline Loan shall be due and payable the earlier of (i) the maturity date agreed to by the Swingline Lender and the Borrower at the time such Swingline Loan is made, and (ii) the Final Maturity Date. The Borrower may maintain with the Swingline Lender operating accounts with a cash management arrangement for the automatic funding and repayment of Swingline Loans according to cash needs or excess cash existing in the operating accounts at the end of each Banking Day. No request to the Administrative Agent by the Borrower is required for the funding or repayment of Swingline Loans in connection with such arrangement; provided, however, the Borrower must notify the Swingline Lender and the Administrative Agent immediately on any Business Day if one or more of the applicable conditions specified in Article VI is not then satisfied and instruct the Swingline Lender not to fund Swingline Loans under such arrangement until the Borrower has notified the Swingline Lender and the Administrative Agent that all applicable conditions specified in Article VI are satisfied.

2.2 Letters of Credit .

• 2.2.1 Issuance of Letters of Credit . Subject to all the terms and conditions of this Agreement and so long as no Default exists, from time to time on and after the Closing Date and prior to 30 days prior to the Final Maturity Date with respect to the Revolving Loan, the Letter of Credit Issuer will issue for the account of the Borrower one or more irrevocable documentary or standby letters of credit (the "Letters of Credit"). Letter of Credit Exposure plus the Revolving Loan shall in no event exceed the Maximum Amount of Revolving Credit.

  2.2.2 Requests for Letters of Credit . The Borrower may from time to time request a Letter of Credit by providing to the Letter of Credit Issuer (and the Administrative Agent if the Letter of Credit Issuer is not the Administrative Agent) a written notice or telephonic notice confirmed in writing which is actually received not less than one (1) Banking Day prior to the requested issuance date for such Letter of Credit specifying (a) the amount of the requested Letter of Credit, (b) the beneficiary thereof, (c) the requested issuance date and (d) the principal terms of the text for such Letter of Credit. Each Letter of Credit will be issued by forwarding it to the Borrower or to such other Person as directed by the Borrower. In connection with the issuance of any Letter of Credit, the Borrower shall furnish to the Letter of Credit Issuer (and the Administrative Agent if the Letter of Credit Issuer is not the Administrative Agent) a certificate in substantially the form of Exhibit 2.2.2. and any customary application forms required by the Letter of Credit Issuer.

  2.2.3 Form and Expiration of Letters of Credit . Each Letter of Credit issued under this Section 2.2 and each draft accepted or paid under such a Letter of Credit shall be issued, accepted or paid, as the case may be, by the Letter of Credit Issuer at its principal office. No Letter of Credit shall provide for the payment of drafts drawn thereunder, and no draft shall be payable, at an expiration date which is later than the earlier of (a) the date twelve months after the date of issuance subject to any applicable automatic renewal provisions of a Letter of Credit issued hereunder as agreed to by the Borrower and the Letter of Credit Issuer, or (b) 15 days prior to the Final Maturity Date

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• with respect to the Revolving Loans. Each Letter of Credit and each draft accepted under a Letter of Credit shall be in such form and minimum amount, and shall contain such terms, as the Letter of Credit Issuer and the Borrower may agree upon at the time such Letter of Credit is issued, including a requirement of not less than three Banking Days after presentation of a draft before payment must be made thereunder.

  2.2.4 Banks’ Participation in Letters of Credit . Upon the issuance of any Letter of Credit, a participation therein, in an amount equal to each Bank’s Percentage Interest, shall automatically be deemed granted by the Letter of Credit Issuer to each Bank on the date of such issuance and the Banks shall automatically be obligated, as set forth in Section 10.4.2, to reimburse the Letter of Credit Issuer to the extent of their respective Percentage Interests for all obligations incurred by the Letter of Credit Issuer to third parties in respect of such Letter of Credit not reimbursed by the Borrower. The Letter of Credit Issuer will send to each Bank (and the Administrative Agent if the Letter of Credit Issuer is not the Administrative Agent) a confirmation regarding the participations in Letters of Credit outstanding during such month.

  2.2.5 Presentation . The Letter of Credit Issuer may accept or pay any draft presented to it, regardless of when drawn and whether or not negotiated, if such draft, the other required documents and any transmittal advice are presented to the Letter of Credit Issuer and dated on or before the expiration date of the Letter of Credit under which such draft is drawn. Except insofar as instructions actually received may be given by the Borrower in writing expressly to the contrary with regard to, and prior to, the Letter of Credit Issuer’s issuance of any Letter of Credit for the account of the Borrower and such contrary instructions are reflected in such Letter of Credit, to the maximum extent permitted by law the Letter of Credit Issuer may honor as complying with the terms of the Letter of Credit and with this Agreement any drafts or other documents otherwise in order signed or issued by an administrator, executor, conservator, trustee in bankruptcy, debtor in possession, assignee for benefit of creditors, liquidator, receiver or other legal representative of the party authorized under such Letter of Credit to draw or issue such drafts or other documents.

  2.2.6 Payment of Drafts . At such time as a Letter of Credit Issuer makes any payment on a draft presented or accepted under a Letter of Credit, the Borrower will on demand pay to such Letter of Credit Issuer in immediately available funds the amount of such payment. Unless the Borrower shall otherwise pay to the Letter of Credit Issuer the amount required by the foregoing sentence, such amount shall be considered a loan under Section 2.1.1 and part of the Revolving Loan.

  2.2.7 Uniform Customs and Practice . The Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Letter of Credit Issuer (the "Uniform Customs and Practice"), shall be binding on the Borrower and the Letter of Credit Issuer except to the extent otherwise provided herein, in any Letter of Credit or in

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• any other Loan Document. Anything in the Uniform Customs and Practice to the contrary notwithstanding:

  • • (a) Neither the Borrower nor any beneficiary of any Letter of Credit shall be deemed an agent of any Letter of Credit Issuer.

      (b) With respect to each Letter of Credit, neither any Letter of Credit Issuer nor its correspondents shall be, except to the extent required by law, responsible for or shall have any duty to ascertain:

      • (i) the genuineness of any signature;

        (ii) the validity, form, sufficiency, accuracy, genuineness or legal effect of any endorsements;

        (iii) delay in giving, or failure to give, notice of arrival, notice of refusal of documents or of discrepancies in respect of which any Letter of Credit Issuer refuses the documents or any other notice, demand or protest;

        (iv) the performance by any beneficiary under any Letter of Credit of such beneficiary’s obligations to the Borrower;

        (v) inaccuracy in any notice received by the Letter of Credit Issuer;

        (vi) the validity, form, sufficiency, accuracy, genuineness or legal effect of any instrument, draft, certificate or other document required by such Letter of Credit to be presented before payment of a draft, or the office held by or the authority of any Person signing any of the same; or

        (vii) failure of any instrument to bear any reference or adequate reference to such Letter of Credit, or failure of any Person to note the amount of any instrument on the reverse of such Letter of Credit or to surrender such Letter of Credit or to forward documents in the manner required by such Letter of Credit.

      (c) Except as otherwise required by law, the occurrence of any of the events referred to in the Uniform Customs and Practice or in the preceding clauses of this Section 2.2.7 shall not affect or prevent the vesting of any of the Letter of Credit Issuer’s rights or powers hereunder or the Borrower’s obligation to make reimbursement of amounts paid under any Letter of Credit or any draft accepted thereunder.

      (d) The Borrower will promptly examine (i) each Letter of Credit (and any amendments thereof) sent to it by a Letter of Credit Issuer and (ii) all

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• • • instruments and documents delivered to it from time to time by such Letter of Credit Issuer. The Borrower will notify the Letter of Credit Issuer of any claim of noncompliance by notice actually received within three (3) Banking Days after receipt of any of the foregoing documents, the Borrower being conclusively deemed to have waived any such claim against such Letter of Credit Issuer and its correspondents unless such notice is given. The Letter of Credit Issuer shall have no obligation or responsibility to send any such Letter of Credit or any such instrument or document to the Borrower.

      (e) In the event of any conflict between the provisions of this Agreement and the Uniform Customs and Practice and Article 5 of the Uniform Commercial Code, the provisions of this Agreement shall govern to the maximum extent permitted by applicable law.

  2.2.8 Subrogation . Subject to the terms of the Intercreditor Agreement, upon any payment by a Letter of Credit Issuer under any Letter of Credit and until the reimbursement of such Letter of Credit Issuer by the Borrower with respect to such payment, the Letter of Credit Issuer shall be entitled to be subrogated to, and to acquire and retain, the rights which the Person to whom such payment is made may have against the Borrower, all for the benefit of the Banks. Subject to the terms of the Intercreditor Agreement, the Borrower will take such action as the Letter of Credit Issuer may reasonably request, including requiring the beneficiary of any Letter of Credit to execute such documents as the Letter of Credit Issuer may reasonably request, to assure and confirm to the Letter of Credit Issuer such subrogation and such rights, including the rights, if any, of the beneficiary to whom such payment is made in accounts receivable, inventory and other properties and assets of the Borrower.

  2.2.9 Modification, Consent . If the Borrower requests or consents in writing to any modification or extension of any Letter of Credit, or waives any failure of any draft, certificate or other document to comply with the terms of such Letter of Credit, and if the Letter of Credit Issuer consents thereto, the Letter of Credit Issuer shall be entitled to rely on such request, consent or waiver. This Agreement shall be binding upon the Borrower with respect to such Letter of Credit as so modified or extended, and with respect to any action taken or omitted by such Letter of Credit Issuer pursuant to any such request, consent or waiver.

2.3 Swingline Facility Sublimit . During the period of time in which Revolving Loans may be requested under the Revolving Facility, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make certain revolving loans (collectively the "Swingline Loans") to the Borrower; provided that the aggregate principal amount of Swingline Loans at any time outstanding shall not exceed the Swingline Facility Amount. All Swingline Loans shall be Base Rate Loans evidenced by Borrower’s promissory notes issued to the order of the Swingline Lender (collectively, the "Swingline Notes"), and may be repaid and reborrowed in accordance with the provisions hereof.

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2.4 Additional Provisions Relating to Swingline Loans . The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Banks, demand repayment of its Swingline Loans by way of a Revolving Loan advance, in which case the Borrower shall be deemed to have requested a Revolving Loan advance comprised solely of Base Rate Loans in the amount of such Swingline Loans; provided , however , that any such demand shall be deemed to have been given one Business Day prior to the Final Maturity Date and on the date of the occurrence of any Event of Default described in Section 9.1 and upon acceleration of the indebtedness hereunder and the exercise of remedies in accordance with the provisions of Section 9.2. Each Swingline Loan shall accrue interest at a variable annual rate equal to the Base Rate plus the Applicable Margin, if any, for Swingline Loans. Each Bank hereby irrevocably agrees to make its Percentage Interest of each such Swingline Loan in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the failure of any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Bank hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such Participation Interests in the outstanding Swingline Loans as shall be necessary to cause each such Bank to share in such Swingline Loans ratably based upon its Percentage Interest of the Revolving Committed Amount (determined before giving effect to any termination of the Commitments pursuant to Section 9.2), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective Participation Interest is funded and (B) at the time any purchase of Participation Interests pursuant to this sentence is actually made, the purchasing Bank shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrower in accordance herewith, interest on the principal amount of Participation Interests purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such Participation Interests, at the rate equal to the Federal Funds Rate.

2.5 Application of Proceeds .

• 2.5.1 Revolving Loan . The Borrower will apply the proceeds of the Revolving Loan and Swingline Loans only for lawful purposes of the Borrower and its Subsidiaries.

  2.5.2 Letters of Credit . Letters of Credit shall be issued only for lawful purposes of the Borrower and its Subsidiaries.

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• 2.5.3 Specifically Prohibited Applications . The Borrower will not, directly or indirectly, apply any part of the proceeds of any extension of credit made pursuant to the Loan Documents (i) for any purpose that would entail a violation of any Bank Legal Requirement including Regulations T, U or X, or (ii) for any acquisition except for retail propane businesses in which the portion of the funded debt under the Revolving Facility is in excess of $25,000,000 without the prior written consent of the Required Banks.

2.6 Nature of Obligations of Banks to Make Extensions of Credit . The Banks’ obligations to extend credit under this Agreement, including without limitation, to refinance the credit facilities previously governed by the Existing Credit Agreement, are several and are not joint or joint and several. If on the date any Loans are to be made, any Bank shall fail to perform its obligations under this Agreement, the aggregate amount of Commitments to make the extensions of credit under this Agreement shall be reduced by the amount of unborrowed Commitments of the Bank so failing to perform and the Percentage Interests shall be appropriately adjusted. Banks that have not failed to perform their obligations to make the extensions of credit contemplated by Section 2.1 may, if any such Bank so desires, assume, in such proportions as such Banks may agree, the obligations of any Bank who has so failed and the Percentage Interests shall be appropriately adjusted. The provisions of this Section 2.6 shall not affect the rights of the Borrower against any Bank failing to perform its obligations hereunder.

2.7 Accordion Feature . In the event that neither (i) a Default nor an Event of Default has occurred and remains uncured hereunder nor (ii) a Default or Event of Default would be caused by or result from the Borrower’s exercise of the provisions of this Section 2.7, the Borrower may request in writing increases ("Increase Requests") in the Maximum Amount of Revolving Credit above $75,000,000 (but in no event shall Increase Requests cause such Maximum Amount of Revolving Credit to exceed the remainder of (A) $150,000,000 minus (B) the aggregate amount of reductions therein in accordance with Section 2.8), subject to the following terms, provisions, conditions and limitations:

• 2.7.1 Minimum Increased Amount . The minimum amount of the increase in the Maximum Amount of Revolving Credit requested by Borrower is $10,000,000 and $5,000,000 integrals in excess thereof.

  2.7.2 Existing Banks or Additional Banks . In order to effect an Increase Request of the Maximum Amount of Revolving Credit, the Borrower shall: (i) obtain an agreement with one or more existing Banks signatory party hereto to increase its or their Commitments in an aggregate minimum amount of $10,000,000 and in minimum multiple increments in excess thereof of $5,000,000; and/or (ii) request any one or more other banking or lending institutions to become parties to this Agreement and agree to issue Commitment(s) in an aggregate minimum amount of $10,000,000 and in minimum multiple increments in excess thereof of $5,000,000; provided , however , that such one or more other banking or lending institutions are reasonably acceptable to the Administrative Agent and become parties by executing an Increase Request Agreement in the form of Exhibit 10.12 (the Banks or other banking institutions that agree to issue such a Commitment being referred to herein as the "Additional Banks"), such that the aggregate increased Maximum Amount of Revolving Credit complies with this Section 2.7.2.

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• 2.7.3 Additional Documentation . Borrower shall execute and deliver to the Administrative Agent such replacement or additional notes, closing opinions and other loan documents and certificates as may be deemed reasonably necessary or appropriate by the Administrative Agent in connection with the consummation of each Increase Request.

  2.7.4 Fees . Borrower shall pay to the Administrative Agent for the ratable benefit of the Banks, in addition to any applicable Commitment Fees pursuant to Section 3.3, the following fees concurrent with the closing of the establishment by the Lenders of the amount of such Increase Request:

  • • 2.7.4.1 Revolving Loan Facility Fees . Borrower shall pay to each such Bank and each Additional Bank executing the Increase Request Agreement a fully earned and non-refundable loan facility fee on such increased amount of the Commitment of such Bank or Additional Bank in accordance with Section 3.10.

      2.7.4.2 Legal Fees and Expenses . Borrower shall pay to the Agent the reasonable legal fees and expenses incurred by the Agent in connection with the consummation of each Increase Request.

  2.7.5 Conditions to Effectiveness of Increase Requests . Notwithstanding the foregoing, an Increase Request pursuant to this Section shall not be effective with respect to any Bank or Additional Bank unless:

  • • (i) no Default or Event of Default shall have occurred and be continuing on the date of such extension and after giving effect thereto;

      (ii) the representations and warranties contained in this Agreement are true and correct on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and

      (iii) the Borrower shall pay any fees required pursuant to this Section 2.7.

2.8 Reductions in Maximum Amount of Revolving Credit . The Borrower shall have the right, not to be exercised more than once during any twelve (12) month period, to permanently reduce the Maximum Amount of Revolving Credit, provided that (A) written notice of such reduction is given to the Administrative Agent not less than five (5) Business Days prior to the effective date of such reduction, (B) the reduced Maximum Amount of Revolving Credit is not less than the sum of the Revolving Loans and Letter of Credit Exposure, and (C) each reduction in the Maximum Amount of Revolving Credit shall be a minimum amount of $10,000,000 and in minimum multiple increments of $5,000,000 in excess thereof.

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ARTICLE III

INTEREST; EURODOLLAR PRICING OPTIONS; FEES

3.1 Interest . Each Loan shall accrue and bear interest at a rate per annum which shall at all times equal its Applicable Rate. Prior to any stated or accelerated maturity of any Loan, the Borrower will, on the last day of each month, commencing July 31, 2006, pay the accrued and unpaid interest on the portion of such Loan which was not subject to a Eurodollar Pricing Option. On the last day of each Eurodollar Interest Period, but in no event less frequently than the last day of each three month period or on any earlier termination of any Eurodollar Pricing Option, the Borrower will pay the accrued and unpaid interest on the portion of such Loan which was subject to the Eurodollar Pricing Option which expired or terminated or had its three month anniversary on such date. On the Final Maturity Date or the earlier accelerated maturity of any Loan, the Borrower will pay all accrued and unpaid interest on such Loan, including any accrued and unpaid interest on any portion of such Loan which is subject to a Eurodollar Pricing Option. Upon the occurrence and during the continuance of an Event of Default, the Banks may require accrued interest to be payable on demand or at regular intervals more frequent than each Payment Date. All payments of interest hereunder shall be made to the Administrative Agent, for the account of each Bank in accordance with such Bank’s Percentage Interest.

3.2 Eurodollar Pricing Options .

• 3.2.1 Election of Eurodollar Pricing Options . Subject to all of the terms and conditions hereof and so long as no Default exists, the Borrower may from time to time, by irrevocable notice to the Administrative Agent, actually received not less than two (2) Banking Days prior to the commencement of the Eurodollar Interest Period selected in such notice, elect to have such portion of a Loan as the Borrower may specify in such notice accrue and bear interest during the Eurodollar Interest Period so selected at the Applicable Rate computed on the basis of the Eurodollar Rate. No such election shall become effective:

  • • (i) if, prior to the commencement of any such Eurodollar Interest Period, the Administrative Agent determines that (i) the electing or granting of the Eurodollar Pricing Option in question would violate a Bank Legal Requirement, (ii) Eurodollar deposits in an amount comparable to the principal amount of the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the proposed Eurodollar Interest Period are not readily available in the inter-bank Eurodollar market, or (iii) by reason of circumstances affecting the inter-bank Eurodollar market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Eurodollar Interest Period; or

      (ii) if any Bank shall have advised the Administrative Agent, by telephone or otherwise at or prior to noon (Tulsa, Oklahoma time) on the Banking

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• 3.2.2 Notice to Banks and Borrower . The Administrative Agent, will promptly inform each Bank (by telephone or otherwise) of each notice received by it from the Borrower pursuant to Section 3.2.1 and of the Eurodollar Interest Period specified in such notice. Upon determination by the Administrative Agent of the Eurodollar Rate for such Eurodollar Interest Period or in the event such election shall not become effective, the Administrative Agent, will promptly notify the Borrower and each Bank (by telephone or otherwise) of the Eurodollar Rate so determined or why such election did not become effective, as the case may be.

  3.2.3 Selection of Eurodollar Interest Periods . Eurodollar Interest Periods shall be selected so that:

  • • (i) the minimum portion of a Loan subject to any Eurodollar Pricing Option shall be $500,000 and in integral multiple of $500,000 in excess thereof;

      (ii) no more than a total of ten (10) Eurodollar Pricing Options shall be outstanding at any one time with respect to the Loans;

      (iii) no Eurodollar Interest Period with respect to any part of a Loan subject to a Eurodollar Pricing Option shall expire later than its applicable Final Maturity Date.

  3.2.4 Additional Interest . If any portion of a Loan subject to a Eurodollar Pricing Option is repaid, or any Eurodollar Pricing Option is terminated for any reason (including acceleration of maturity), on a date which is prior to the last Banking Day of the Eurodollar Interest Period applicable to such Eurodollar Pricing Option, the Borrower will pay to the Administrative Agent, for the account of each Bank in accordance with such Bank’s Percentage Interest, in addition to any amounts of interest otherwise payable hereunder, an amount equal to the present value (calculated in accordance with this Section 3.2.4) of interest for the unexpired portion of such Eurodollar Interest Period on the portion of such Loan so repaid, or as to which a Eurodollar Pricing Option was so terminated, at a per annum rate equal to the excess, if any, of (a) the rate applicable to such Eurodollar Pricing Option minus, (b) the lowest rate of interest obtainable by the Administrative Agent upon the purchase of debt securities customarily issued by the Treasury of the United States of America which have a maturity date approximating the last Banking Day of such Eurodollar Interest Period. The present value of such

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• additional interest shall be calculated by discounting the amount of such interest for each day in the unexpired portion of such Eurodollar Interest Period from such day to the date of such repayment or termination at a per annum interest rate equal to the interest rate determined pursuant to clause (b) of the preceding sentence, and by adding all such amounts for all such days during such period. The determination by the Administrative Agent of such amount of interest shall, in the absence of manifest error, be conclusive. For purposes of this Section 3.2.4, if any portion of a Loan which was to have been subject to a Eurodollar Pricing Option is not outstanding on the first day of the Eurodollar Interest Period applicable to such Eurodollar Pricing Option other than for reasons described in Section 3.2.1, the Borrower shall be deemed to have terminated such Eurodollar Pricing Option.

  3.2.5 Violation of Bank Legal Requirements . If any Bank Legal Requirement shall prevent any Bank from funding or maintaining through the purchase of deposits in the interbank Eurodollar market any portion of a Loan subje