ex10_4.htm


    
      

    

    Exhibit
10.4

    
 

    FIRST
AMENDED AND RESTATED CREDIT AGREEMENT

     

    dated as
of

     

    May 30,
2008

     

    among

     

    GENESIS
CRUDE OIL, L.P.,

    as the
Borrower

    


    GENESIS
ENERGY, L.P.,

    as the
Parent

    


    The
Lenders Party Hereto,

     

    FORTIS
CAPITAL CORP.,

    as
Administrative Agent,

     

    
      DEUTSCHE
BANK SECURITIES INC.,

      as
Syndication Agent,

       

      and

       

      


    

    
      BANK
OF AMERICA, N.A.,

      U.S.
BANK NATIONAL ASSOCIATION,

      WACHOVIA
BANK, NATIONAL ASSOCIATION,

      BMO
CAPITAL MARKETS FINANCING, INC.,

      ROYAL
BANK OF CANADA, and

      SUNTRUST
BANK,

      as
Co-Documentation Agents

      
 

    

    
      
        

      

    

     

    $500
MILLION SENIOR SECURED REVOLVING CREDIT FACILITY

     

    
      
        
          

        

      

       

       

    

    FORTIS
CAPITAL CORP. AND DEUTSCHE BANK SECURITIES INC.,

    as Joint
Lead Arrangers and Joint Bookrunners

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE OF
CONTENTS

     

    
      	 
      	 
      	
              Page

            
	
              ARTICLE
      I

            
	
              DEFINITIONS

            
	 
	
              SECTION
      1.01

            	
              Defined
      Terms

            	
              2

            
	
              SECTION
      1.02

            	
              Classification
      of Loans and Borrowings

            	
              35

            
	
              SECTION
      1.03

            	
              Terms
      Generally

            	
              35

            
	
              SECTION
      1.04

            	
              Accounting
      Terms; GAAP

            	
              35

            
	 
	
              ARTICLE
      II

            
	
              THE
      CREDITS

            
	 
	
              SECTION
      2.01

            	
              Commitments

            	
              36

            
	
              SECTION
      2.02

            	
              Loans
      and Borrowings.

            	
              36

            
	
              SECTION
      2.03

            	
              Requests
      for Revolving Borrowings

            	
              37

            
	
              SECTION
      2.04

            	
              Borrowing
      Base.

            	
              37

            
	
              SECTION
      2.05

            	
              Committed
      Amount.

            	
              38

            
	
              SECTION
      2.06

            	
              Letters
      of Credit.

            	
              38

            
	
              SECTION
      2.07

            	
              Funding
      of Borrowings.

            	
              42

            
	
              SECTION
      2.08

            	
              Interest
      Elections.

            	
              43

            
	
              SECTION
      2.09

            	
              Termination
      and Reduction of Committed Amounts.

            	
              44

            
	
              SECTION
      2.10

            	
              Repayment
      of Loans; Evidence of Debt.

            	
              45

            
	
              SECTION
      2.11

            	
              Prepayment
      of Loans.

            	
              45

            
	
              SECTION
      2.12

            	
              Fees.

            	
              46

            
	
              SECTION
      2.13

            	
              Interest.

            	
              47

            
	
              SECTION
      2.14

            	
              Alternate
      Rate of Interest

            	
              48

            
	
              SECTION
      2.15

            	
              Increased
      Costs.

            	
              49

            
	
              SECTION
      2.16

            	
              Break
      Funding Payments

            	
              50

            
	
              SECTION
      2.17

            	
              Taxes.

            	
              50

            
	
              SECTION
      2.18

            	
              Payments
      Generally; Pro Rata Treatment; Sharing of Set-offs.

            	
              52

            
	
              SECTION
      2.19

            	
              Mitigation
      Obligations; Replacement of Lenders.

            	
              53

            
	 
	
              ARTICLE
      III

            
	
              REPRESENTATIONS
      AND WARRANTIES

            
	 	 	 
	
              SECTION
      3.01

            	
              Organization;
      Powers

            	
              54

            
	
              SECTION
      3.02

            	
              Authorization;
      Enforceability

            	
              54

            
	
              SECTION
      3.03

            	
              Governmental
      Approvals; No Conflicts

            	
              55

            
	
              SECTION
      3.04

            	
              Financial
      Condition; No Material Adverse Change.

            	
              55

            
	
              SECTION
      3.05

            	
              Other
      Obligations and Restrictions

            	
              56

            
	
              SECTION
      3.06

            	
              Properties.

            	
              56

            
	
              SECTION
      3.07

            	
              Litigation.

            	
              57

            
	
              SECTION
      3.08

            	
              Compliance
      with Laws and Agreements

            	
              57

            
	
              SECTION
      3.09

            	
              Default

            	
              57

            
	
              SECTION
      3.10

            	
              Investment
      Company Status

            	
              57

            
	
              SECTION
      3.11

            	
              Taxes

            	
              57

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      3.12

            	
              ERISA

            	
              58

            
	
              SECTION
      3.13

            	
              Disclosure;
      No Material Misstatements

            	
              58

            
	
              SECTION
      3.14

            	
              Insurance

            	
              58

            
	
              SECTION
      3.15

            	
              Material
      Agreements

            	
              59

            
	
              SECTION
      3.16

            	
              Imbalances

            	
              59

            
	
              SECTION
      3.17

            	
              Solvency

            	
              59

            
	
              SECTION
      3.18

            	
              Labor
      Disputes and Acts of God

            	
              60

            
	
              SECTION
      3.19

            	
              Equity
      Interests and Subsidiaries

            	
              60

            
	
              SECTION
      3.20

            	
              Intellectual
      Property.

            	
              61

            
	
              SECTION
      3.21

            	
              Environmental
      Matters

            	
              62

            
	
              SECTION
      3.22

            	
              Reserved.

            	
              63

            
	
              SECTION
      3.23

            	
              Security
      Documents

            	
              63

            
	
              SECTION
      3.24

            	
              Anti-Terrorism
      Law.

            	
              63

            
	
              SECTION
      3.25

            	
              Federal
      Reserve Regulations

            	
              64

            
	
              SECTION
      3.26

            	
              Use
      of Proceeds

            	
              65

            
	 
	
              ARTICLE
      IV

            
	
              CONDITIONS

            
	 	 	 
	
              SECTION
      4.01

            	
              Effective
      Date

            	
              65

            
	
              SECTION
      4.02

            	
              Each
      Credit Event

            	
              69

            
	 
	
              ARTICLE
      V

            
	
              AFFIRMATIVE
      COVENANTS

            
	 	 	 
	
              SECTION
      5.01

            	
              Financial
      Statements; Ratings Change and Other Information

            	
              70

            
	
              SECTION
      5.02

            	
              Notices
      of Material Events

            	
              72

            
	
              SECTION
      5.03

            	
              Existence;
      Conduct of Business.

            	
              73

            
	
              SECTION
      5.04

            	
              Payment
      of Obligations and Taxes

            	
              74

            
	
              SECTION
      5.05

            	
              Material
      Agreements

            	
              75

            
	
              SECTION
      5.06

            	
              Books
      and Records; Inspection Rights

            	
              75

            
	
              SECTION
      5.07

            	
              Compliance
      with Laws

            	
              75

            
	
              SECTION
      5.08

            	
              Use
      of Proceeds and Letters of Credit

            	
              75

            
	
              SECTION
      5.09

            	
              Environmental
      Laws.

            	
              76

            
	
              SECTION
      5.10

            	
              Additional
      Collateral; Additional Guarantors.

            	
              76

            
	
              SECTION
      5.11

            	
              Security
      Interests; Further Assurances

            	
              79

            
	
              SECTION
      5.12

            	
              Insurance

            	
              79

            
	
              SECTION
      5.13

            	
              Agreements
      Respecting Unrestricted Subsidiaries.

            	
              80

            
	
              SECTION
      5.14

            	
              Disposition
      of FS SPE 2 or NEJD SPE 2 Property.

            	
              81

            
	
              SECTION
      5.15

            	
              Post-Effective
      Date Items

            	
              81

            
	 
	
              ARTICLE
      VI

            
	
              NEGATIVE
      COVENANTS

            
	 	 	 
	
              SECTION
      6.01

            	
              Indebtedness

            	
              81

            
	
              SECTION
      6.02

            	
              Liens

            	
              82

            
	
              SECTION
      6.03

            	
              Fundamental
      Changes; Limitations on Business; Limited Purpose of the
      Parent.

            	
              83

            
	
              SECTION
      6.04

            	
              Investments,
      Loans, Advances, and Guarantees

            	
              85

            
	
              SECTION
      6.05

            	
              Acquisitions

            	
              87

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      6.06

            	
              Sale
      of Assets

            	
              87

            
	
              SECTION
      6.07

            	
              Hedging
      Agreements

            	
              88

            
	
              SECTION
      6.08

            	
              Restricted
      Payments

            	
              88

            
	
              SECTION
      6.09

            	
              Transactions
      with Affiliates

            	
              88

            
	
              SECTION
      6.10

            	
              Restrictive
      Agreements

            	
              88

            
	
              SECTION
      6.11

            	
              Limitation
      on Modifications of Material Agreements

            	
              89

            
	
              SECTION
      6.12

            	
              Creation
      of Subsidiaries

            	
              89

            
	
              SECTION
      6.13

            	
              Limitation
      on Leases

            	
              89

            
	
              SECTION
      6.14

            	
              Sale
      and Leasebacks

            	
              89

            
	
              SECTION
      6.15

            	
              Financial
      Condition Covenants.

            	
              90

            
	
              SECTION
      6.16

            	
              Gas
      Imbalances

            	
              90

            
	
              SECTION
      6.17

            	
              Accounting
      Changes; Fiscal Year

            	
              90

            
	
              SECTION
      6.18

            	
              Control
      Agreements

            	
              90

            
	
              SECTION
      6.19

            	
              Prepayments
      on Indebtedness

            	
              90

            
	
              SECTION
      6.20

            	
              Limitation
      on Issuance of Capital Stock

            	
              91

            
	
              SECTION
      6.21

            	
              Anti-Terrorism
      Law; Anti-Money Laundering.

            	
              91

            
	
              SECTION
      6.22

            	
              Embargoed
      Person

            	
              91

            
	
              SECTION
      6.23

            	
              Excess
      Cash

            	
              92

            
	 
	
              ARTICLE
      VII

            
	
              EVENTS
      OF DEFAULT

            
	 	 	 
	
              SECTION
      7.01

            	
              Events
      of Default

            	
              92

            
	
              SECTION
      7.02

            	
              Application
      of Proceeds

            	
              96

            
	 
	
              ARTICLE
      VIII

            
	
              PARENT
      GUARANTEE

            
	 	 	 
	
              SECTION
      8.01

            	
              Parent
      Guarantee.

            	
              97

            
	
              SECTION
      8.02

            	
              Subrogation

            	
              98

            
	
              SECTION
      8.03

            	
              Amendments,
      etc. with respect to the Secured Obligations

            	
              98

            
	
              SECTION
      8.04

            	
              Guarantee
      Absolute and Unconditional

            	
              98

            
	
              SECTION
      8.05

            	
              Reinstatement

            	
              99

            
	
              SECTION
      8.06

            	
              Payments

            	
              100

            
	 
	
              ARTICLE
      IX

            
	
              THE
      ADMINISTRATIVE AGENT; THE ARRANGERS

            
	 	 	 
	
              SECTION
      9.01

            	
              Appointment

            	
              100

            
	
              SECTION
      9.02

            	
              Delegation
      of Duties

            	
              100

            
	
              SECTION
      9.03

            	
              Exculpatory
      Provisions

            	
              100

            
	
              SECTION
      9.04

            	
              Reliance
      by the Administrative Agent and the Arrangers

            	
              101

            
	
              SECTION
      9.05

            	
              Notice
      of Default

            	
              101

            
	
              SECTION
      9.06

            	
              Non-Reliance
      on Administrative Agent or the Arrangers and Other Lenders

            	
              102

            
	
              SECTION
      9.07

            	
              Indemnification

            	
              102

            
	
              SECTION
      9.08

            	
              Administrative
      Agent and Arrangers in Their Respective Individual
    Capacities

            	
              102

            
	
              SECTION
      9.09

            	
              Successor
      Administrative Agent

            	
              103

            
	
              SECTION
      9.10

            	
              Successor
      Arranger

            	
              103

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      9.11

            	
              Issuing
      Bank

            	
              104

            
	
              SECTION
      9.12

            	
              Collateral
      Matters.

            	
              104

            
	
              SECTION
      9.13

            	
              Hedging
      Arrangements

            	
              105

            
	 
	ARTICLE
      X
	
              MISCELLANEOUS

            
	 	 	 
	
              SECTION
      10.01

            	
              Notices.

            	
              105

            
	
              SECTION
      10.02

            	
              Waivers;
      Amendments.

            	
              106

            
	
              SECTION
      10.03

            	
              Expenses;
      Indemnity; Damage Waiver.

            	
              107

            
	
              SECTION
      10.04

            	
              Successors
      and Assigns.

            	
              109

            
	
              SECTION
      10.05

            	
              Survival

            	
              111

            
	
              SECTION
      10.06

            	
              Counterparts;
      Integration; Effectiveness

            	
              111

            
	
              SECTION
      10.07

            	
              Severability

            	
              112

            
	
              SECTION
      10.08

            	
              Right
      of Setoff

            	
              112

            
	
              SECTION
      10.09

            	
              Governing
      Law; Jurisdiction; Consent to Service of Process.

            	
              112

            
	
              SECTION
      10.10

            	
              WAIVER
      OF JURY TRIAL

            	
              113

            
	
              SECTION
      10.11

            	
              Headings

            	
              113

            
	
              SECTION
      10.12

            	
              Confidentiality

            	
              113

            
	
              SECTION
      10.13

            	
              Interest
      Rate Limitation

            	
              114

            
	
              SECTION
      10.14

            	
              USA
      Patriot Act

            	
              114

            
	
              SECTION
      10.15

            	
              Limitation
      of Liability

            	
              114

            
	
              SECTION
      10.16

            	
              Acknowledgments

            	
              115

            
	
              SECTION
      10.17

            	
              Planned
      Reorganization

            	
              115

            
	
              SECTION
      10.18

            	
              Amendment
      and Restatement; Binding Effect.

            	
              115

            
	
              SECTION
      10.19

            	
              Consents

            	
              116

            


    

    

      
        
           


        

        
          iv

          
            

          

        

        
           


        

      

    

     

    SCHEDULES:

     

    
      	
              Schedule
      2.01

            	
              Committed
      Amounts

            
	
              Schedule
      2.06

            	
              Existing
      Letters of Credit

            
	
              Schedule
      3.05

            	
              Certain
      Obligations

            
	
              Schedule
      3.06(a)

            	
              Properties

            
	
              Schedule
      3.07

            	
              Disclosed
      Matters

            
	
              Schedule
      3.14

            	
              Insurance

            
	
              Schedule
      3.15

            	
              Material
      Agreements

            
	
              Schedule
      3.16

            	
              Imbalances

            
	
              Schedule
      3.18

            	
              Force
      Majeure

            
	
              Schedule
      3.19(a)

            	
              Subsidiaries
      and Joint Ventures

            
	
              Schedule
      3.19(b)

            	
              Consents

            
	
              Schedule
      3.19(c)

            	
              Organizational
      Chart

            
	
              Schedule
      3.20(c)

            	
              Copyright
      Violations

            
	
              Schedule
      5.12

            	
              NEJD
      Insurance

            
	
              Schedule
      5.14

            	
              Post-Effective
      Date Items

            
	
              Schedule
      6.01

            	
              Indebtedness

            
	
              Schedule
      6.02

            	
              Liens

            
	
              Schedule
      6.09

            	
              Transactions
      with Affiliates

            
	 	 
	 	 
	
              EXHIBITS:

            	 
      
	
              Exhibit
      A

            	
              Form
      of Assignment and Assumption

            
	
              Exhibit
      B

            	
              Form
      of Committed Amount Decrease Certificate

            
	
              Exhibit
      C

            	
              Form
      of Letter of Credit Request

            
	
              Exhibit
      D

            	
              Form
      of Interest Election Request

            
	
              Exhibit
      E

            	
              Form
      of Opinion of Borrower Parties’ Counsel

            
	
              Exhibit
      F

            	
              Form
      of Perfection Certificate

            
	
              Exhibit
      G

            	
              Form
      of Borrowing Base Multiple Increase Notice

            
	
              Exhibit
      H

            	
              Form
      of Borrowing Request

            
	
              Exhibit
      I

            	
              Form
      of NEJD Consent

            
	
              Exhibit
      J

            	
              Form
      of NEJD Intercompany Consent

            
	
              Exhibit
      K-1

            	
              Form
      of Opinion of Borrower Parties’ Local Mississippi
  Counsel

            
	
              Exhibit
      K-2

            	
              Form
      of Opinion of Borrower Parties’ Local Mississippi Counsel (Financing Lease
      Treatment)

            
	
              Exhibit
      L

            	
              Form
      of Opinion of Denbury Counsel

            
	
              Exhibit
      M

            	
              Form
      of Opinion of Borrower Parties’ Local Louisiana
  Counsel

            


    

    

      
        
           


        

        
          i

          
            

          

        

        
           


        

      



    FIRST
AMENDED AND RESTATED CREDIT AGREEMENT

     

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

     

    WITNESSETH:

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

     

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

     

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

     

    ARTICLE
I

    DEFINITIONS

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

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

     

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

     

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

     

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

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

    
      	
              Pricing
      Grid

            
	
              Level

            	
              Consolidated
      Leverage Ratio

            	
              LIBOR
      Margin

            	
              Base
      Rate Margin

            	
              Unused
      Fee on Committed Amount

            
	
              I

            	
              ≤
      3.00 to 1.00

            	
              1.50%

            	
              0.50%

            	
              0.300%

            
	
              II

            	
              >
      3.00 to 1.00

            	
              1.75%

            	
              0.75%

            	
              0.375%

            
	
              III

            	
              >
      3.50 to 1.00

            	
              2.25%

            	
              1.25%

            	
              0.500%

            
	
              IV

            	
              >
      4.00 to 1.00

            	
              2.50%

            	
              1.50%

            	
              0.500%

            
	
              V

            	
              >
      4.50 to 1.00

            	
              2.875%

            	
              1.875%

            	
              0.500%

            


    

    


     

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

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

    “Assignment and
Assumption” means an assignment and assumption entered into by a Lender
and an assignee (with the consent of any party whose consent is required by
Section 10.04), and accepted by the Administrative Agent, in the form of Exhibit A or any
other form approved by the Administrative Agent.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    “FERC” means the
Federal Energy Regulatory Commission.

     

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

     

    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Fortis” means Fortis
Capital Corp.

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

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

     

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

     

    “Indemnified Taxes”
means Taxes other than Excluded Taxes.

     

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

     

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

     

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

     

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

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

    


    “Maturity Date” means
November 15, 2011.

    


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

     

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

     

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

     

    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

    (h)           such
Acquisition shall not be hostile;

     

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

     

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

     

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

     

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

     

    “Permitted
Encumbrances” means:

     


    
      
         


      

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

     

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

     

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

     

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

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

     

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

     

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

     

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

     

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

     

    “Permitted
Investments” means:

     

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

     

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

     

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

     

    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

    “Real Property
Requirements” means the following:

     

    (a)           with
respect to each Mortgaged Property:

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Required Lenders”
means, at any time, Lenders having combined Revolving Credit Exposures and
unused Committed Amounts representing at least sixty-six and two-thirds percent
(662⁄3%) of the sum of the total combined Revolving Credit Exposures and unused
Committed Amounts at such time.

     

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

     

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

     

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

     

    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

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

     

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

     

    “Syndication Agent”
means Deutsche Bank Securities Inc.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

      
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    ARTICLE
II

    THE
CREDITS

     

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

     

    SECTION
2.02     Loans and
Borrowings.

     

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

     

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

     

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

     

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

     

    
      
         


      

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

     

    (i)           the
aggregate amount of the requested Borrowing;

     

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

     

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

     

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

     

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

     

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

     

    SECTION
2.04     Borrowing
Base.

     

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

     

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

     

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

     

    
      
         


      

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

     

    SECTION
2.05     Committed
Amount.

     

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

     

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

     

    SECTION
2.06     Letters of
Credit.

     

    
      
        
           


        

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

     

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

     

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

     

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

     

    
      
         


      

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

     

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

     


    
      
         


      

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

     

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

     

    
      
        
           


        

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

     

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

     

    SECTION
2.07     Funding of
Borrowings.

     

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

     

    
      
         


      

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

     

    SECTION
2.08     Interest
Elections.

     

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

     

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

     

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

     

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

     

    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
2.09     Termination and Reduction of
Committed Amounts.

     

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

     

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

     

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

     


    
      
         


      

      
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    SECTION
2.10     Repayment of Loans; Evidence
of Debt.

     

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

     

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

     

    (c)         The
Administrative Agent shall maintain accounts in which it shall record xi) the
amount of each Loan made hereunder, the Type thereof and the Interest Period
applicable thereto, xii) the amount of any principal or interest due and payable
or to become due and payable from the Borrower to each Lender hereunder and
xiii) the amount of any sum received by the Administrative Agent hereunder for
the account of the Lenders and each Lender’s share thereof.

     

    (d)         The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima
facie evidence of the existence and amounts of the obligations recorded
therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

     

    (e)         Any
Lender may request that Loans made by it be evidenced by a promissory
note.  In such event, the Borrower shall execute and deliver to such
Lender a promissory note payable to the order of such Lender (or, if requested
by such Lender, to such Lender and its registered assigns) and in a form
approved by the Administrative Agent.  Thereafter, the Loans evidenced
by such promissory note and interest thereon shall at all times (including after
an increase or reduction in such Lender’s Committed Amount pursuant to an
assignment made pursuant to Section 10.04) be represented by one or more
promissory notes in such form payable to the order of the payee named therein
(or, if such promissory note is a registered note, to such payee and its
registered assigns).

     

    SECTION
2.11     Prepayment of
Loans.

     

    (a)         The
Borrower shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to prior notice in accordance with
paragraph (b) of this Section.

     

    
      
         


      

      
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    (b)         The
Borrower shall notify the Administrative Agent by telephone (confirmed by
telecopy) of any prepayment hereunder xiv) in the case of prepayment of a
Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City
time, three Business Days before the date of prepayment or xv) in the case of
prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York
City time, on the date of prepayment.  Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided that, if a
notice of prepayment is given in connection with a conditional notice of
termination of the Committed Amounts as contemplated by Section 2.09, then such
notice of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.09.  Promptly following receipt of any such
notice relating to a Revolving Borrowing, the Administrative Agent shall advise
the Lenders of the contents thereof.  Each partial prepayment of any
Revolving Borrowing shall be in an amount that would be permitted in the case of
an advance of a Revolving Borrowing of the same Type as provided in Section
2.02.  Each prepayment of a Revolving Borrowing shall be applied
ratably to the Loans included in the prepaid Borrowing.  Prepayments
shall be accompanied by accrued interest to the extent required by Section 2.13
and any break funding payments required by Section 2.16(a).

     

    (c)         If,
at any time, the total Revolving Credit Exposure outstanding at such time
exceeds the Available Amount then the Borrower shall prepay the Loans to the
extent of such excess on the date such excess first occurs (unless such excess
occurs pursuant to Section 2.04(d), in which case the Borrower shall prepay such
excess no later than as required by Section 2.04(d)) and, if such prepayment
does not result in such excess being $0 because of outstanding Letters of
Credit, then the Borrower shall cash collateralize such Letters of Credit
pursuant to Section 2.06(j) to the extent of such remaining excess.

     

    SECTION
2.12     Fees.

     

    (a)         The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender a commitment fee which shall accrue at an annual rate equal to the
applicable Unused Fee on Committed Amount, on the daily amount of such Lender’s
unused Committed Amount during the period from and including the Effective Date
to but excluding the date on which its Committed Amount terminates; provided that, if
such Lender continues to have any Revolving Credit Exposure (other than
un-reimbursed LC Disbursements) after its Commitment terminates, then such
commitment fee shall continue to accrue on the daily amount of such Lender’s
Revolving Credit Exposure (other than un-reimbursed LC Disbursements) from and
including the date on which its Commitment terminates to but excluding the date
on which such Lender ceases to have any Revolving Credit Exposure (other than
un-reimbursed LC Disbursements).  Accrued Unused Fees on Committed
Amounts shall be payable in arrears on the last day of March, June, September
and December of each year and on the date on which the aggregate Committed
Amounts terminate, commencing on the first such date to occur after the date
hereof, shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first but excluding
the last day).

     

    (b)         The
Borrower agrees to pay xvi) to the Administrative Agent for the account of each
Lender a participation fee with respect to its participations in Letters of
Credit, which shall accrue at the same Applicable Margin used to determine the
interest rate applicable to Eurodollar Loans on the average daily amount of such
Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the period from and including the November 2006
Effective Date to but excluding the later of the date on which such Lender’s
Committed Amount terminates and the date on which such Lender ceases to have any
LC Exposure, and xvii) to each Issuing Bank a fronting fee, which shall accrue
at the rate of 0.125% per annum on the average daily amount of that portion of
the LC Exposure attributable to such Issuing Bank (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the November 2006 Effective Date to but excluding the later of the
date of termination of the Committed Amounts and the date on which there ceases
to be any LC Exposure attributable to such Issuing Bank, as well as such Issuing
Bank’s standard fees with respect to the issuance, amendment, renewal or
extension of any Letter of Credit or processing of drawings
thereunder.  Participation fees and fronting fees accrued shall be
payable on the third Business Day following the last day of March, June,
September and December of each year, commencing on the first such date to occur
after the Effective Date; provided that all
such fees shall be payable on the date on which the Committed Amounts terminate
and any such fees accruing after the date on which the Committed Amounts
terminate shall be payable on demand.  Any other fees payable to an
Issuing Bank pursuant to this paragraph shall be payable within 10 days after
demand.  All participation fees and fronting fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

     

    
      
         


      

      
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    (c)         The
Borrower agrees to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the
Borrower and the Administrative Agent.

     

    (d)         All
fees payable hereunder shall be paid on the dates due, in immediately available
funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees
payable to it) for distribution, in the case of commitment fees and
participation fees, to the Lenders.  Fees paid shall not be refundable
under any circumstances.

     

    SECTION
2.13     Interest.

     

    (a)         The
Loans comprising each ABR Borrowing shall bear interest at the Alternate Base
Rate plus the Applicable Margin.

     

    (b)         The
Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted
LIBOR Rate for the Interest Period in effect for such Borrowing plus the
Applicable Margin.

     

    (c)         Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other
amount payable by the Borrower hereunder is not paid when due, whether at stated
maturity, upon acceleration or otherwise, such overdue amount shall bear
interest, after as well as before judgment, at a rate per annum equal to xviii)
in the case of overdue principal of any Loan, 2% plus the rate otherwise
applicable to such Loan as provided in the preceding paragraphs of this Section
or xix) in the case of any other amount, 2% plus the rate applicable to ABR
Loans as provided in paragraph (a) of this Section.

     

    
      
        
           


        

        
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    (d)         Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and upon termination of the Committed Amounts; provided that xx)
interest accrued pursuant to paragraph (c) of this Section shall be payable on
demand, xxi) in the event of any repayment or prepayment of any Loan (other than
a prepayment of an ABR Loan prior to the end of the Availability Period),
accrued interest on the principal amount repaid or prepaid shall be payable on
the date of such repayment or prepayment and xxii) in the event of any
conversion of any Eurodollar Loan prior to the end of the current Interest
Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion.

     

    (e)         All
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest computed by reference to the Alternate Base Rate at times when the
Alternate Base Rate is based on the Prime Rate shall be computed on the basis of
a year of 365 days (or 366 days in a leap year), and in each case shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).  The applicable Alternate Base Rate, Adjusted
LIBOR Rate or LIBOR Rate shall be determined by the Administrative Agent, and
such determination shall be conclusive absent manifest error.

     

    (f)         In
the event that any financial statements delivered pursuant to this Agreement, or
any certificate delivered pursuant to Section 5.01(d), is shown to be inaccurate
(regardless of whether this Agreement or the Committed Amounts are in effect
when such inaccuracy is discovered), and such inaccuracy, if corrected, would
have led to the application of a higher Applicable Margin and/or a higher Unused
Fee on Committed Amount for any period (an “Applicable Period”) than the
Applicable Margin or Unused Fee on Committed Amount, as applicable, applied for
such Applicable Period, then (i) the Borrower shall immediately deliver to the
Administrative Agent a correct certificate in the form of the certificate
described in Section 5.01(d), (ii) such higher Applicable Margin and/or higher
Unused Fee on Committed Amount shall be applied to such Applicable Period, and
(iii) the Borrower shall immediately pay to the Administrative Agent the accrued
additional interest and expense owing as a result of such increased Applicable
Margin and Unused Fee on Committed Amount for such Applicable Period, which
payment shall be promptly applied by the Administrative Agent in accordance with
Section 7.02.   This Section 2.13(f) shall not limit the rights
of the Administrative Agent and the other Secured Parties with respect to
Section 2.13(c) or Article VII.

     

    SECTION
2.14     Alternate Rate of
Interest.  If prior to the commencement of any Interest Period
for a Eurodollar Borrowing:

     

    (a)         the
Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining
the Adjusted LIBOR Rate or the LIBOR Rate, as applicable, for such Interest
Period; or

     

    (b)         the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBOR
Rate or the LIBOR Rate, as applicable, for such Interest Period will not
adequately and fairly reflect the cost to such Lenders (or Lender) of making or
maintaining their Loans (or its Loan) included in such Borrowing for such
Interest Period;

     

    
      
        
           


        

        
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    then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders
by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be
ineffective and (ii) if any Borrowing Request requests a Eurodollar Revolving
Borrowing, such Borrowing shall be made as an ABR Borrowing.

     

    SECTION
2.15     Increased
Costs.

     

    (a)         If
any Change in Law shall:

     

    (i)           impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBOR
Rate) or any Issuing Bank; or

     

    (ii)           impose
on any Lender or any Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans made by such Lender or
any Letter of Credit or participation therein;

     

    and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Loan (or of maintaining its obligation to
make any such Loan) or to increase the cost to such Lender or such Issuing Bank
of participating in, issuing or maintaining any Letter of Credit or to reduce
the amount of any sum received or receivable by such Lender or such Issuing Bank
hereunder (whether of principal, interest or otherwise), then the Borrower will
pay to such Lender or such Issuing Bank, as the case may be, such additional
amount or amounts as will compensate such Lender or such Issuing Bank, as the
case may be, for such additional costs incurred or reduction
suffered.

     

    (b)        If
any Lender or any Issuing Bank determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender’s or such Issuing Bank’s capital or on the capital of such
Lender’s or such Issuing Bank’s holding company, if any, as a consequence of
this Agreement or the Loans made by, or participations in Letters of Credit held
by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a
level below that which such Lender or such Issuing Bank or such Lender’s or such
Issuing Bank’s holding company could have achieved but for such Change in Law
(taking into consideration such Lender’s or such Issuing Bank’s policies and the
policies of such Lender’s or such Issuing Bank’s holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender
or such Issuing Bank, as the case may be, such additional amount or amounts as
will compensate such Lender or such Issuing Bank or such Lender’s or such
Issuing Bank’s holding company for any such reduction suffered.

     

    (c)        A
certificate of a Lender or an Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or such Issuing Bank or its holding company,
as the case may be, as specified in paragraph (a) or (b) of this Section shall
be delivered to the Borrower and shall be conclusive absent manifest
error.  The Borrower shall pay such Lender or such Issuing Bank, as
the case may be, the amount shown as due on any such certificate within 10 days
after receipt thereof.

     


    
      
         


      

      
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    (d)        Failure
or delay on the part of any Lender or any Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or such
Issuing Bank’s right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender or an Issuing Bank
pursuant to this Section for any increased costs or reductions incurred more
than 270 days prior to the date that such Lender or such Issuing Bank, as the
case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s or such Issuing Bank’s
intention to claim compensation therefor; provided further that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the 270-day period referred to above shall be extended to include the
period of retroactive effect thereof.

     

    SECTION
2.16     Break Funding
Payments.  In the event of h) the payment of any principal of
any Eurodollar Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), i) the conversion of any
Eurodollar Loan other than on the last day of the Interest Period applicable
thereto, j) the failure to borrow, convert, continue or prepay any Eurodollar
Loan on the date specified in any notice delivered pursuant hereto (regardless
of whether such notice may be revoked under Section 2.11(b) and is revoked in
accordance therewith) or k) the assignment of any Eurodollar Loan other than on
the last day of the Interest Period applicable thereto as a result of a request
by the Borrower pursuant to Section 2.19 or Section 2.05(d), then, in any such
event, the Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event.  In the case of a Eurodollar Loan, such
loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of
interest which would have accrued on the principal amount of such Loan had such
event not occurred, at the Adjusted LIBOR Rate that would have been applicable
to such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for dollar deposits of a
comparable amount and period from other banks in the Eurodollar
market.  A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower and shall be conclusive absent manifest
error.  The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

     

    SECTION
2.17     Taxes.

     

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

     


    
      
         


      

      
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    (b)        In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable Governmental Requirements.

     

    (c)        The
Borrower shall indemnify the Administrative Agent, each Lender and each Issuing
Bank, within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender
or such Issuing Bank, as the case may be, on or with respect to any payment by
or on account of any obligation of the Borrower hereunder (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority.  A certificate as to the amount of such
payment or liability delivered to the Borrower by a Lender or an Issuing Bank,
or by the Administrative Agent on its own behalf or on behalf of a Lender or an
Issuing Bank, shall be conclusive absent manifest error.

     

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

     

    (e)        Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable Governmental Requirements,
such properly completed and executed documentation prescribed by applicable
Governmental Requirements or reasonably requested by the Borrower as will permit
such payments to be made without withholding or at a reduced rate.

     

    (f)         If
the Administrative Agent or a Lender determines, in its sole discretion, that it
has received a refund of any Taxes or Other Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section 2.17, it shall pay over such refund
to the Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section 2.17 with respect to
the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent or such Lender and without interest (other
than any interest paid by the relevant Governmental Authority with respect to
such refund); provided that the
Borrower, upon the request of the Administrative Agent or such Lender, agrees to
repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental
Authority.  This Section shall not be construed to require the
Administrative Agent or any Lender to make available its Tax returns (or any
other information relating to its Taxes which it deems confidential) to the
Borrower or any other Person.

     

    
      
         


      

      
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    SECTION
2.18     Payments Generally; Pro Rata
Treatment; Sharing of Set-offs.

     

    (a)         The
Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest, fees or reimbursement of LC Disbursements, or of amounts
payable under Section 2.15, Section 2.16 or Section 2.17, or otherwise) prior to
12:00 noon, New York City time, on the date when due, in immediately available
funds, without set off or counterclaim.  Any amounts received after
such time on any date may, in the discretion of the Administrative Agent, be
deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon.  All such payments shall be made to the
Administrative Agent at its offices at the address set forth for the
Administrative Agent in Section 10.01 in the State of New York (its “Principal Office”),
except payments to be made directly to an Issuing Bank as expressly provided
herein and except that payments pursuant to Section 2.15, Section 2.16(a),
Section 2.17 and Section 10.03 shall be made directly to the Persons entitled
thereto.  The Administrative Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof.  If any payment hereunder shall be
due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such
extension.  All payments hereunder shall be made in
dollars.

     

    (b)         If
at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, towards payment of interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal
and unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

     

    (c)         If
any Lender shall, by exercising any right of set off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Loans or participations in LC Disbursements resulting in such Lender
receiving payment of a greater proportion of the aggregate amount of its Loans
and participations in LC Disbursements and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater
proportion shall purchase (for cash at face value) participations in the Loans
and participations in LC Disbursements of other Lenders to the extent necessary
so that the benefit of all such payments shall be shared by the Lenders ratably
in accordance with the aggregate amount of principal of and accrued interest on
their respective Loans and participations in LC Disbursements; provided that iv) if
any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and v)
the provisions of this paragraph shall not be construed to apply to any payment
made by the Borrower pursuant to and in accordance with the express terms of
this Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to the Borrower
or any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply).  The Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable Governmental
Requirements, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such
participation.

     


    
      
         


      

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

     

    (e)         If
any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.06(d) or (e), Section 2.07(b), Section 2.18(d) or Section 10.03(c),
then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender’s
obligations under such Sections until all such unsatisfied obligations are fully
paid.

     

    SECTION
2.19     Mitigation Obligations;
Replacement of Lenders.

     

    (a)         If
any Lender requests compensation under Section 2.15, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment vi) would eliminate or reduce
amounts payable pursuant to Section 2.15 or Section 2.17, as the case may be, in
the future and vii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such
Lender.  The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or
assignment.

     

    (b)         If
any Lender requests compensation under Section 2.15, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, if any Lender
defaults in its obligation to fund Loans hereunder, then the Borrower may, at
its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in Section 10.04), all
its interests, rights and obligations under this Agreement to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that viii)
the Borrower shall have received the prior written consent of the Administrative
Agent (and if a Committed Amount is being assigned, each Issuing Bank), which
consent shall not unreasonably be withheld, ix) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans and
participations in LC Disbursements, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts) and x) in the case of any such assignment
resulting from a claim for compensation under Section 2.15 or payments required
to be made pursuant to Section 2.17, such assignment will result in a reduction
in such compensation or payments.  A Lender shall not be required to
make any such assignment and delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply.

     

    
      
         


      

      
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    ARTICLE
III

    REPRESENTATIONS AND
WARRANTIES

     

    The
Parent and the Borrower, in each case with respect to itself and, as applicable,
its subsidiaries (other than Non-Controlled Unrestricted Subsidiaries) and, to
its Knowledge, Joint Ventures and Non-Controlled Unrestricted Subsidiaries, each
represents and warrants to the Lenders that:

     

    SECTION
3.01     Organization;
Powers.  It and each of its subsidiaries and Joint Ventures is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization (in each case, except, with respect to each
Unrestricted Subsidiary or Joint Venture, as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect), has all
requisite power and authority to carry on its business as now conducted and to
own and lease its Property (in each case, except, with respect to each
Unrestricted Subsidiary or Joint Venture, as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect) and, except
where the failure to do so, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect, is qualified to do
business in, and is in good standing in, every jurisdiction where such
qualification is required.  There is no existing default under any
Organizational Document of it or any of its Restricted Subsidiaries or event
which, with the giving of notice or passage of time or both, would constitute a
default by any party thereunder.  There is no existing default under
any Organizational Document of any Unrestricted Subsidiary or Joint Venture or
event which, with the giving of notice or passage of time or both, would
constitute a default thereunder except, in each case, as could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse
Effect.

     

    SECTION
3.02    Authorization;
Enforceability.  The Transactions are within its and the other
Borrower Parties’ corporate, limited liability company or partnership powers and
have been duly authorized by all necessary corporate, limited liability company
or partnership and, if required, stockholder, member or limited partner
action.  This Agreement has been duly executed and delivered by it and
constitutes a legal, valid and binding obligation of it, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

     

    
      
         


      

      
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    SECTION
3.03    Governmental Approvals; No
Conflicts.  The Transactions l) do not require any consent or
approval of, registration or filing with, or any other action by, any
Governmental Authority, except (1) such as have been obtained or made and are in
full force and effect and (2) filings necessary to perfect the Liens created and
granted under the Security Documents, m) will not violate any Governmental
Requirement, (c) will not violate the Organizational Documents of it or any of
its subsidiaries or Joint Ventures, except, if no Borrower Party is a party to
such an Organizational Document pertaining to an Unrestricted Subsidiary or
Joint Venture, as could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, (d) will not violate or result in a
default under any indenture, agreement or other instrument binding upon it or
any of its subsidiaries or Joint Ventures or their respective assets, or give
rise to a right thereunder to require any payment to be made by it or any of its
Restricted Subsidiaries, except, with respect to indentures, agreements or other
instruments of Unrestricted Subsidiaries or Joint Ventures, as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, and (e) will not result in the creation or imposition of any
Lien on any Property of it or any of its Restricted Subsidiaries, except Liens
created and granted under the Security Documents.

     

    SECTION
3.04     Financial Condition; No
Material Adverse Change.

     

    (a)         The
Parent has heretofore furnished to the Lenders its consolidated balance sheet
and statements of operations, partners’ equity and cash flows (1) as of and for
the fiscal year ended December 31, 2007, reported on by Deloitte & Touche
LLP, independent public accountants, and (2) as of and for the fiscal quarter
and the portion of the fiscal year ended March 31, 2008, certified by one of its
Financial Officers.

     

    (b)         The
Parent has heretofore furnished to the Lenders the consolidated balance sheet
and statements of income, partners’ equity and cash flows of the Borrower (3) as
of and for the fiscal year ended December 31, 2007, reported on by Deloitte
& Touche LLP, independent public accountants and (4) as of and for the
fiscal quarter and the portion of the fiscal quarter ended March 31, 2008,
certified by one of its Financial Officers.

     

    (c)         Such
financial statements present fairly, in all material respects, the financial
position and results of operations and cash flows of, with respect to Section
3.04(a), the Parent and its consolidated subsidiaries and, with respect to
Section 3.04(b), the Borrower and its consolidated subsidiaries, as of such
dates and for such periods in accordance with GAAP, subject to year end audit
adjustments and the absence of footnotes in the case of the statements referred
to in Sections 3.04(a)(ii) and 3.04(b)(ii).

     

    (d)         Since
December 31, 2007, there has been no event, circumstance or occurrence that has
had or could reasonably be expected to have a Material Adverse
Effect.

     

    
      
         


      

      
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    SECTION
3.05     Other Obligations and
Restrictions.  Except for Indebtedness not prohibited by
Section 6.01 and other liabilities incurred in the ordinary course of business,
neither it nor any of its Restricted Subsidiaries has any outstanding
liabilities of any kind (including contingent obligations, tax assessments, and
unusual forward or long-term commitments) which are, in the aggregate, material
to the Parent or material with respect to the Parent’s consolidated financial
condition and that are not shown in the financial statements delivered pursuant
to Section 3.04 or shown on Schedule
3.05.  It and each of its Restricted Subsidiaries has paid all
material Taxes, assessments, and other governmental charges or levies imposed
upon it or upon its income, profits or Property, except to the extent that any
of the foregoing is not yet due or is being in good faith contested as permitted
by Section 5.04(a).

     

    SECTION
3.06     Properties.

     

    (a)         Generally.  Except
as set forth on Schedule 3.06(a), it,
each of its Restricted Subsidiaries and FS SPE 2 has good title to, or valid
leasehold interests in, all its Property material to the Borrower’s Business or,
in the case of a Material Subsidiary or FS SPE 2, material to its business, free
and clear of all Liens except for Liens permitted by Section 6.02 and minor
irregularities or deficiencies in title that, individually or in the aggregate,
do not interfere with its ability to conduct such business as currently
conducted or to utilize such Properties for their intended
purposes.  Its tangible personal Property and the tangible personal
Property of each of its Restricted Subsidiaries that is material to the
Borrower’s Business or, in the case of a Material Subsidiary or FS SPE 2,
material to its business, is in good operating order and condition (ordinary
wear and tear occurring in the ordinary course of business or caused by Casualty
Events excepted) in accordance with industry standards.

     

    (b)         Real
Property.  Schedules 8(a) and 8(b) to the Perfection
Certificate dated as of the Effective Date contain a true, correct and complete
list of each interest in Real Property and Pipelines owned by it and each of its
Restricted Subsidiaries as of the Effective Date that do not constitute
Mortgaged Property and describes the type of interest therein held by such
Person and whether such owned Real Property or Pipeline is leased and if leased
whether the underlying lease contains any option to purchase all or any portion
of such Real Property or Pipeline or any interest therein or contains any right
of first refusal relating to any sale of such Real Property or Pipeline or any
interest therein; provided, however, that such
Schedules are not required to list Rights-of-Way that are not subject to the
Liens granted in the Mortgages solely because such Rights-of-Way contain
transfer restrictions that prohibit such grant.  As of the Effective
Date, with respect to all Real Property and Pipelines, there are no leases in
which it or any of its Restricted Subsidiaries holds the lessor’s interest for
which the annual rent or similar payment exceeds $5,000 per year per
arrangement.

     

    (c)         Collateral.  It
and each of its Restricted Subsidiaries owns or has rights to use all of the
Collateral and all rights with respect to any of the foregoing of, necessary for
or material to the Borrower’s Business or, in the case of a Material Subsidiary,
material to its business, in each case as currently conducted.  The
use by it and each of its Restricted Subsidiaries of such Collateral and all
rights with respect to the foregoing do not infringe on the rights of any Person
other than such infringement that could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  No claim
has been made and remains outstanding asserting that it or any of its
subsidiaries’ use of any Collateral does or may violate the rights of any third
party that could, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.

     

    
      
         


      

      
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    (d)         Permits,
etc.  It, each of its Restricted Subsidiaries, FS SPE 2 and
NEJD SPE 2 has all permits, licenses and authorizations required in connection
with the conduct of its businesses, and is in compliance with the terms and
conditions of all such permits, licenses and authorizations, except where the
failure to have or comply with such permits, licenses and authorizations would
not, individually or in the aggregate, have a Material Adverse
Effect.

     

    SECTION
3.07     Litigation.

     

    (a)         There
are no actions, suits or proceedings at law or in equity by or before any
arbitrator or Governmental Authority pending against or, to the Knowledge of it,
threatened against or affecting it or any of its subsidiaries, Joint Ventures or
any business, Property or rights of it or any of its subsidiaries or Joint
Ventures that ii) if adversely determined, could reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect (other than
the Disclosed Matters) or iii) could reasonably be expected to adversely affect
any rights or remedies of the Secured Parties under any Loan Document or the
Transactions.

     

    (b)         Since
the Effective Date, there has been no change in the status of the Disclosed
Matters that, individually or in the aggregate, has resulted in, or materially
increased the likelihood of, a Material Adverse Effect.

     

    (c)         No
Casualty Event has occurred that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

     

    SECTION
3.08    Compliance with Laws and
Agreements.  It and each of its subsidiaries and Joint Ventures
is in compliance with all laws, regulations and orders of any Governmental
Authority and all indentures, agreements and other instruments applicable to or
binding upon it or its Property, except where the failure to do so, individually
or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

     

    SECTION
3.09     Default.  No
Default has occurred and is continuing.

     

    SECTION
3.10     Investment Company
Status.  Neither it nor any of its subsidiaries or Joint
Ventures is an “investment company” as defined in, or subject to regulation
under, the Investment Company Act of 1940, except, with respect to each
Unrestricted Subsidiary or Joint Venture, as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect or otherwise adversely
affect the Lenders.  The Borrower is not subject to regulation under
any Federal or State statute or regulation which limits its ability to incur
Indebtedness.

     

    SECTION
3.11     Taxes.  It
and each of its subsidiaries and Joint Ventures has (a) timely filed or caused
to be timely filed, or an extension has been obtained for the filing of, all
material federal Tax returns and all material state, local and foreign Tax
returns or materials required to have been filed by it or such subsidiary and
(b) duly and timely paid, collected or remitted or caused to be duly and timely
paid, collected or remitted all material Taxes (whether or not shown on any Tax
return) due and payable, collectible and remittable by it or such subsidiary and
all assessments received by it or such subsidiary or Joint Ventures, except
Taxes that (i)  if Taxes of a Borrower Party, are being contested in
good faith by appropriate proceedings and for which it or such Restricted
Subsidiary has set aside on its books and records adequate reserves in
accordance with GAAP and (ii) could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  It and each
of its subsidiaries and Joint Ventures (other than those Joint Ventures that do
not prepare GAAP financial statements) has made adequate provision in accordance
with GAAP for all Taxes not yet due and payable, except where the failure to do
so, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.  Neither it nor any of its Restricted
Subsidiaries is aware of any proposed or pending Tax assessments, deficiencies
or audits relating to it or any of its subsidiaries or Joint Ventures that could
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect.

     

    
      
         


      

      
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    SECTION
3.12    ERISA.  Except
as could not reasonably be expected to have a Material Adverse Effect, each
ERISA Affiliate has fulfilled its obligations under the minimum funding
standards of ERISA and the Code with respect to each Plan and is in compliance
in all material respects with the presently applicable provisions of ERISA and
the Code with respect to each Plan.  Except as could not reasonably be
expected to have a Material Adverse Effect, no ERISA Affiliate has n) sought a
waiver of the minimum funding standard under Section 412 of the Code in respect
of any Plan, o) failed to make any contribution or payment to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement or made any
amendment to any Plan or Benefit Arrangement, which has resulted or could
reasonably be expected to result in the imposition of a Lien or the posting of a
bond or other security under ERISA or the Code or p) incurred any liability
under Title IV of ERISA other than a liability to the PBGC for premiums under
Section 4007 of ERISA.

     

    SECTION
3.13    Disclosure; No Material
Misstatements.  It has disclosed to the Lenders all agreements,
instruments and corporate or other restrictions to which it or any of its
subsidiaries is subject (and all other matters known to it) that, individually
or in the aggregate, could reasonably be expected to have a Material Adverse
Effect.  No written information, report, financial statement,
certificate, Borrowing Request, exhibit or schedule furnished by or on behalf of
it or any of its subsidiaries or Joint Ventures to the Administrative Agent or
any Lender in connection with the negotiation of the Loan Documents or included
therein or delivered thereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, except, to the
extent such information relates to the business of an Unrestricted Subsidiary or
Joint Venture, as could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect; provided that, with
respect to projected financial information, it represents only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time.

     

    SECTION
3.14    Insurance.  Schedule 3.14 hereto
contains an accurate and complete description of all material policies of fire,
liability, worker’s compensation and other forms of insurance that are owned or
held by or could accrue to the account of it and its subsidiaries and Joint
Ventures as of the
Effective Date.  All such policies are in full force and effect, all
premiums with respect thereto covering all periods up to and including the
Effective Date have been paid, and no notice of cancellation or termination has
been received with respect to any such policy, in each case, except with respect
to any such policies of an Unrestricted Subsidiary or Joint Venture as could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.  Such policies q) are sufficient for compliance with
all Governmental Requirements and all agreements to which it is a party, r) are
valid, outstanding and enforceable policies, s) provide adequate insurance
coverage for the assets and operations of it and its subsidiaries in at least such amounts
and against at least such risks (but including in any event public liability) as
are usually insured against in the same general area by companies engaged in the
same or similar business, t) will remain in full force and effect through the
respective dates set forth in Schedule 3.14 without
the payment of additional premiums, except for policies for which premiums were
based on estimated amounts and are subject to periodic adjustments, and u) will
not in any way be affected by, or terminate or lapse by reason of, the
Transactions except, in the case of (a) through (e) to the extent such policies
relate to the business of any Unrestricted Subsidiary or Joint Venture, as could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.  On or prior to the Effective Date, the Borrower shall
have used commercially reasonable efforts to cause such insurance policies
relating to the Parent, the Borrower or any Restricted Subsidiary to (i) provide
that no cancellation, material reduction in amount or material change in
coverage thereof shall be effective until at least thirty days after receipt by
the Administrative Agent of written notice thereof, and (ii) name the
Administrative Agent as mortgagee (in the case of Real Property or, as
applicable, Pipeline insurance) or additional insured on behalf of the Secured
Parties (in the case of liability insurance) or loss payee (in the case of
personal Property insurance), as applicable.

     

    
      
         


      

      
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    SECTION
3.15    Material
Agreements.  Schedule 3.15 hereto
contains a complete and correct list of all Material Agreements of it and its
Restricted Subsidiaries (other than the Loan Documents) in effect as of the
Effective Date.  Copies of such documents have been provided to the
Administrative Agent.  All Material Agreements are in full force and
effect (except any such Material Agreement that has expired by its terms) and
neither it nor any of its Restricted Subsidiaries is in default thereunder, and
there is no uncured default by any affiliate predecessor in interest to it or
any of its Restricted Subsidiaries or, to its Knowledge, by any predecessor in
interest to it or any of its Restricted Subsidiaries (other than an affiliate
predecessor) or counterparty thereto and neither it nor any of its Restricted
Subsidiaries has altered or amended any material item or provision of any
Material Agreement except where such alterations or amendments, individually or
in the aggregate, could not reasonably be expected to have an adverse effect on
the Administrative Agent, the Issuing Banks or the Lenders.

     

    SECTION
3.16     Imbalances.  As
of the Effective Date, except as set forth on Schedule 3.16, on a
net basis there are no imbalances under its Material Agreements or with respect
to which it could reasonably be expected to incur a material
liability.

     

    SECTION
3.17    Solvency.  After
giving effect to the Transactions and immediately following the making of each
Loan and after giving effect to the application of the proceeds of each Loan, v)
the fair value of the Properties of it and each of its subsidiaries
(individually as to any Borrower Party, and on a consolidated basis with its and
its subsidiaries’ respective subsidiaries and determined on a going concern
basis) will exceed the probable liability of its debts and other liabilities,
subordinated, contingent or otherwise; w) the present fair saleable value of the
Property of it and each of its subsidiaries (individually as to any Borrower
Party, and on a consolidated basis with its and its subsidiaries’ respective
subsidiaries) will be greater than the amount that will be required to pay the
probable liability of its debts and other liabilities, subordinated, contingent
or otherwise, as such debts and other liabilities become absolute and matured;
x) it and each of its subsidiaries (individually as to any Borrower Party, and
on a consolidated basis with its and its subsidiaries’ respective subsidiaries)
will be able to pay its debts and liabilities, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured; and y) it
and each of its subsidiaries (individually as to any Borrower Party, and on a
consolidated basis with its and its subsidiaries respective subsidiaries) will
not have unreasonably small capital with which to conduct business in which it
is engaged as such business is now conducted and is proposed to be
conducted.

     


    
      
         


      

      
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    SECTION
3.18    Labor Disputes and Acts of
God.  z) As of the Effective Date, there are no strikes,
lockouts or slowdowns against it or any of its Restricted Subsidiaries pending
or, to the Knowledge of it or any of its Restricted Subsidiaries,
threatened.  The hours worked by and payments made to employees of it
or any of its subsidiaries or Joint Ventures have not been in violation of the
Fair Labor Standards Act of 1938, as amended, or any other applicable federal,
state, local or foreign law dealing with such matters in any manner that could
reasonably be expected to have a Material Adverse Effect.  All
payments due from it or any of its subsidiaries or Joint Ventures or for which
any claim may be made against it or any of its subsidiaries or Joint Ventures on
account of wages and employee health and welfare insurance and other benefits
have been paid or accrued as a liability on the books of it or such subsidiary
or Joint Venture, except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.  The consummation of the
Transactions will not give rise to any right of termination or right of
renegotiation on the part of any union under any collective bargaining agreement
to which it or any of its Restricted Subsidiaries is bound.

     

    (b)         Except
as disclosed in Schedule 3.18,
neither the business nor the Properties of it nor any of its subsidiaries or
Joint Ventures has been affected by any fire, explosion, accident, drought,
storm, hail, earthquake, embargo, act of God or of the public enemy or other
casualty (whether or not covered by insurance), which could reasonably be
expected to have a Material Adverse Effect.

     

    SECTION
3.19     Equity Interests and
Subsidiaries.  aa)  Schedule 3.19(a)
dated as of the Effective Date sets forth a list of (1) all of the Subsidiaries
and Joint Ventures and their jurisdictions of organization as of the Effective
Date and (2) the number of each class of its Equity Interests authorized, and
the number outstanding, as of the Effective Date and the number of shares
covered by all outstanding options, warrants, rights of conversion or purchase
and similar rights as of the Effective Date, and Schedule 10 to the Perfection
Certificate dated as of the Effective Date sets forth the same information with
respect to each Restricted Subsidiary as of the Effective Date.  All
Equity Interests of each of its Restricted Subsidiaries are duly and validly
issued and are fully paid and non-assessable, except as such non-assessability
may be affected by Sections 17-303 and 17-607 of the Delaware Revised Uniform
Partnership Act (or any similar provision of any similar statute), and, other
than the Equity Interests owned by the General Partner, are owned by the Parent
directly or indirectly through Wholly Owned Subsidiaries.  All of the
general partner Equity Interests of the Parent are owned directly or indirectly
by the General Partner.  Except as set forth on Schedule 6.02, it and
each of its Restricted Subsidiaries is the record and beneficial owner of, and
has good and defensible title to, the Equity Interests pledged by it under the
Guarantee and Collateral Agreement, free of any and all Liens, rights or claims
of other Persons, except the security interest created by the Guarantee and
Collateral Agreement, and there are no outstanding options, warrants or other
rights to purchase, or shareholder, voting trust or similar agreements
outstanding with respect to, or Property that is convertible into, or that
requires the issuance or sale of, any such Equity Interests.  All
Restricted Subsidiaries, other than the Borrower, are Guarantors.

     

    
      
         


      

      
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    (b)         No Consent of Third Parties
Required.  No consent of any Person including any other general
or limited partner, any other member of a limited liability company, any other
shareholder or any other trust beneficiary is necessary or reasonably desirable
(from the perspective of a secured party) in connection with the creation,
perfection or First Priority status of the Lien granted to the Administrative
Agent for the benefit of the Secured Parties on the Equity Interests pledged
under the Guarantee and Collateral Agreement or the exercise by the
Administrative Agent of the voting or other rights with respect to such Equity
Interests provided for in the Guarantee and Collateral Agreement or the exercise
of remedies in respect thereof, except for those consents set forth on Schedule 3.19(b) and
consents that have been obtained.

     

    (c)         Organizational
Chart.  An accurate organizational chart, showing the ownership
structure of the Parent, the Borrower and each Subsidiary and Joint Venture as
of the  Effective Date and after giving effect to the Transactions is
set forth on Schedule
3.19(c).

     

    SECTION
3.20     Intellectual
Property.

     

    (a)         Ownership/No
Claims.  It and each of its Restricted Subsidiaries owns, or is
licensed to use, all patents, patent applications, trademarks, trade names,
servicemarks, copyrights, technology, trade secrets, proprietary information,
domain names, know-how and processes necessary for the conduct of its business
as currently conducted (the “Intellectual
Property”), except for those the failure to own or license which,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.  No claim has been asserted and is pending by
any Person challenging or questioning the use of any such Intellectual Property
or the validity or effectiveness of any such Intellectual Property, nor does it
nor any of its Restricted Subsidiaries know of any valid basis for any such
claim, in each case that could reasonably be expected to have a Material Adverse
Effect.  The use of such Intellectual Property by it and each of its
subsidiaries does not infringe the rights of any person, except for such claims
and infringements that, individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect.

     

    (b)         Registrations.  Except
pursuant to licenses and other user agreements entered into by it and each of
its Restricted Subsidiaries in the ordinary course of business that are listed
in Schedule 12(a) or 12(b) to the Perfection Certificate, on and as of the
Effective Date ii) it and each of its Restricted Subsidiaries owns and possesses
the right to use, and has done nothing to authorize or enable any other person
to use, any copyright, patent or trademark material to the Borrower’s Business
and listed in Schedule 12(a) or 12(b) to the Perfection Certificate and iii) all
registrations material to the Borrower’s Business and listed in Schedule 12(a)
or 12(b) to the Perfection Certificate are valid and in full force and
effect.

     


    
      
         


      

      
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    (c)         No Violations or
Proceedings.  To its Knowledge, on and as of the Effective
Date, there is no material violation by others of any right of it or any of its
Restricted Subsidiaries with respect to any copyright, patent or trademark
material to the Borrower’s Business listed in Schedule 12(a) or 12(b) to the
Perfection Certificate, pledged by it under the name of it or any such
Restricted Subsidiary except as may be set forth on Schedule
3.20(c).

     

    SECTION
3.21     Environmental
Matters.  Neither it nor any of its subsidiaries or Joint
Ventures nor any of their respective Facilities or operations for which they are
liable bb) has any Environmental Liability or cc) is subject to any outstanding
written order, consent decree or settlement agreement with any Person relating
to any Environmental Law, any Environmental Claim, or any Hazardous Materials
Activity that, in each case, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.  Neither it nor any of
its subsidiaries has received any letter or request for information under
Section 104 of the Comprehensive Environmental Response, Compensation and
Liability Act (42 U.S.C. § 9604) (“CERCLA”) or any
comparable state law which it reasonably expects will lead to liability having a
Material Adverse Effect.  None of its or any of its subsidiaries’ or
Joint Ventures’ Real Property, Pipelines or Facilities is (i) listed or proposed
for listing on the National Priorities List promulgated pursuant to CERCLA, (ii)
listed on the Comprehensive Environmental Response, Compensation and Liability
Information System promulgated pursuant to CERCLA or (iii) included on any
similar list maintained by any Governmental Authority, including any such
listing relating to petroleum, where the inclusion on such list(s) could
reasonably be expected to result in, individually or in the aggregate, a
Material Adverse Effect.  To its Knowledge, there are and have been no
conditions, occurrences or Hazardous Materials Activities which could reasonably
be expected to form the basis of an Environmental Claim against it or any of its
subsidiaries or Joint Ventures that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.  Compliance
with reasonably foreseeable future requirements pursuant to or under
Environmental Laws is not reasonably expected to result in, individually or in
the aggregate, a Material Adverse Effect.  To its Knowledge, no event
or condition has occurred or is occurring with respect to it or any of its
subsidiaries relating to any Environmental Law, any release of Hazardous
Materials, or any Hazardous Materials Activity that individually or in the
aggregate has resulted in or could reasonably be expected to have a Material
Adverse Effect.  No material Lien has been recorded or, to its
Knowledge, threatened, under any Environmental Law with respect to any Property,
including Real Property and Pipelines, of it or any Restricted
Subsidiary.  It has made or has caused its Restricted Subsidiaries to
make available to the Administrative Agent all material records and files in
their possession concerning compliance with or liability under Environmental
Law, including those concerning the existence of Hazardous Material at
Facilities or Real Property or Pipelines currently or formerly owned, operated,
leased or used by it or any of its Restricted Subsidiaries.   It
has made, has caused its Unrestricted Subsidiaries to make, and has used
commercially reasonable efforts to cause its Joint Ventures to make available to
the Administrative Agent all records and files in their possession concerning
compliance by it and its subsidiaries and Joint Ventures, as applicable, with or
liability under Environmental Law, including those concerning the existence of
Hazardous Material at Facilities or Real Property or Pipelines currently or
formerly owned, operated, leased or used by it or any of its Unrestricted
Subsidiaries or Joint Ventures, if the contents of such records and files relate
to events or occurrences that could reasonably be expected to have a Material
Adverse Effect.

     

    
      
         


      

      
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    SECTION
3.22     Reserved.

     

    SECTION
3.23     Security
Documents.  dd)  Guarantee and Collateral
Agreement.  The Guarantee and Collateral Agreement is effective
to create in favor of the Administrative Agent for the benefit of the Secured
Parties, legal, valid and enforceable Liens on, and security interests in, the
Collateral and, (i) when financing statements and other filings in appropriate
form are filed in the offices specified on Schedule 7 to the Perfection
Certificate and (ii) upon the taking of possession or control by the
Administrative Agent of the Collateral with respect to which a security interest
may be perfected only by possession or control (which possession or control
shall be given to the Administrative Agent to the extent possession or control
by the Administrative Agent is required by the Guarantee and Collateral
Agreement), the Liens created by the Guarantee and Collateral Agreement shall
constitute fully perfected First Priority Liens on, and security interests in,
all right, title and interest of the grantors thereunder in the Collateral
(other than such Collateral in which a security interest cannot be perfected
under the UCC as in effect at the relevant time in the relevant jurisdiction),
in each case with no other Liens except for Permitted Encumbrances.

     

    (b)         Mortgages.  Each
Mortgage is effective to create, in favor of the Administrative Agent for the
benefit of the trustee named therein and the Lenders, legal, valid and
enforceable First Priority Liens on, and security interests in, all of its and
its Restricted Subsidiaries’ right, title and interest in and to the Mortgaged
Properties thereunder and the proceeds thereof, subject only to Permitted
Encumbrances, and when the Mortgages are filed in the offices specified on
Schedule 8(a) to the Perfection Certificate dated as of the Effective Date (or,
in the case of any Mortgage executed and delivered after the date thereof in
accordance with the provisions of Sections 5.10 and 5.11, when such Mortgage is
filed in the offices specified in the local counsel opinion delivered with
respect thereto in accordance with the provisions of Sections 5.10 and 5.11),
the Mortgages shall constitute First Priority fully perfected Liens on, and
security interests in, all right, title and interest of it and its Restricted
Subsidiaries in the Mortgaged Properties and the proceeds thereof, in each case
prior and superior in right to any other person, other than Liens permitted by
such Mortgage.

     

    (c)         Valid
Liens.  Each Security Document delivered pursuant to Sections
5.10 and 5.11, upon execution and delivery thereof, be effective to create in
favor of the Administrative Agent, for the benefit of the Secured Parties,
legal, valid and enforceable Liens on, and security interests in, all of its and
its Restricted Subsidiaries’ right, title and interest in and to the Collateral
thereunder, and when all appropriate filings or recordings are made in the
appropriate offices as may be required under applicable Governmental
Requirements, such Security Document will constitute First Priority fully
perfected Liens on, and security interests in, all right, title and interest of
it and its Restricted Subsidiaries in such Collateral, in each case with no
other Liens except for applicable Permitted Encumbrances.

     

    SECTION
3.24     Anti-Terrorism
Law.

     

    (a)         Neither
it nor any of its subsidiaries or Joint Ventures nor, to its Knowledge, any of
its Affiliates, is in violation of any law relating to terrorism or money
laundering (“Anti-Terrorism
Laws”), including Executive Order No. 13224 on Terrorist Financing,
effective September 24, 2001 (the “Executive Order”),
and the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, Public Law
107-56.

     


    
      
         


      

      
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    (b)         Neither
it nor any of its subsidiaries or Joint Ventures nor, to its Knowledge, any of
its Affiliates or broker or other agent of it or any of its subsidiaries or
Joint Ventures acting or benefiting in any capacity in connection with the Loans
is any of the following:

     

    (i)          a
Person that is listed in the annex to, or is otherwise subject to the provisions
of, the Executive Order;

     

    (ii)         a
Person owned or controlled by, or acting for or on behalf of, any Person that is
listed in the annex to, or is otherwise subject to the provisions of, the
Executive Order;

     

    (iii)        a
Person with which any Lender is prohibited from dealing or otherwise engaging in
any transaction by any Anti-Terrorism Law;

     

    (iv)        a
Person that commits, threatens or conspires to commit or supports “terrorism” as
defined in the Executive Order; or

     

    (v)         a
Person that is named as a “specially designated national and blocked person” on
the most current list published by the U.S. Treasury Department Office of
Foreign Assets Control (“OFAC”) at its
official website or any replacement website or other replacement official
publication of such list.

     

    (c)         Neither
it nor any of its subsidiaries or Joint Ventures nor, to its Knowledge, any
broker or other agent of it or any of its subsidiaries acting in any capacity in
connection with the Loans i) conducts any business or engages in making or
receiving any contribution of funds, goods or services to or for the benefit of
any person described in paragraph (b) above, ii) deals in, or otherwise engages
in any transaction relating to, any Property or interests in Property blocked
pursuant to the Executive Order or iii) engages in or conspires to engage in any
transaction that evades or avoids, or has the purpose of evading or avoiding, or
attempts to violate, any of the prohibitions set forth in any Anti-Terrorism
Law.

     

    (d)         Notwithstanding
anything in Section 3.24(a) through (c) to the contrary, such representations to
the extent applying to the actions of a Person that is not a Borrower Party
shall not be deemed breached unless the circumstances giving rise to such breach
could, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect or otherwise adversely affect the Lenders.

     

    SECTION
3.25    Federal Reserve
Regulations.  Neither it nor any of its subsidiaries or Joint
Ventures is engaged principally or as one of its important activities in the
business of extending credit for the purpose of buying or carrying Margin Stock,
except, with respect to each Unrestricted Subsidiary or Joint Venture, as could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect or otherwise adversely affect the Lenders.  No part of
the proceeds of any Loan or Letter of Credit will be used directly or
indirectly, whether used immediately, incidentally or ultimately, for any
purpose that entails a violation of or that is inconsistent with the provisions
of the regulations of the Board, including Regulation T, Regulation U or
Regulation X.  The pledge of the Equity Interests pledged pursuant to
the Guarantee and Collateral Agreement does not violate such
regulations.

     

    
      
         


      

      
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    SECTION
3.26     Use of
Proceeds.  The Borrower has used the proceeds of the Loans in
accordance with Section 5.08.

     

    ARTICLE
IV

    CONDITIONS

     

    SECTION
4.01    Effective
Date.  The obligations of the Lenders to make additional Loans
and of any Issuing Bank to issue additional Letters of Credit hereunder shall
not become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 10.02):

     

    (a)         The
Administrative Agent (or its counsel) shall have received from each party hereto
either iv) a counterpart of this Agreement signed on behalf of such party or v)
written evidence satisfactory to the Administrative Agent (which may include
telecopy transmission of a signed signature page of this Agreement) that such
party has signed a counterpart of this Agreement.

     

    (b)         The
Administrative Agent shall have received a favorable written opinion (addressed
to the Administrative Agent and the Lenders and dated the Effective Date) of (i)
Akin Gump Strauss Hauer & Feld LLP, counsel for the Borrower Parties,
substantially in the form of Exhibit E, and
covering such other matters relating to the Borrower Parties, this Agreement,
the other Loan Documents or the Transactions as the Required Lenders shall
reasonably request, (ii) Brunini, Grantham, Grower & Hewes, PLLC, local
Mississippi counsel for the Borrower Parties, substantially in the form of Exhibit K-1 and Exhibit K-2, (iii)
Baker Hostetler LLP, counsel for Denbury and Onshore, substantially in the form
of Exhibit L,
and (iv) Liskow & Lewis, local Louisiana counsel for the Borrower Parties,
substantially in the form of Exhibit
M.  The Borrower hereby requests such counsels to deliver such
opinions.

     

    (c)         The
Administrative Agent shall have received the following, in each case in form and
substance satisfactory to the Arrangers and their counsel: vi) copies of each
Organizational Document executed and delivered by each Borrower Party, FS SPE 2,
NEJD SPE 2 and the General Partner, as applicable, and, to the extent
applicable, certified as of a recent date by the appropriate governmental
official, each dated the Effective Date or a recent date prior thereto, vii)
signature and incumbency certificates of the officers of each Borrower Party,
NEJD SPE 2 and the General Partner executing any Loan Document on behalf of such
Borrower Party, NEJD SPE 2 or the General Partner, viii) resolutions of the
board of directors or similar governing body of each Borrower Party, NEJD SPE 2
or the General Partner or a Borrower Party’s general partner approving and
authorizing the execution, delivery and performance of this Agreement and the
other Loan Documents to which such Borrower Party, NEJD SPE 2 or the General
Partner is a party or by which its assets may be bound as of the Effective Date
by its secretary or any assistant secretary as being in full force and effect
without modification or amendment; ix) a good standing certificate from the
applicable Governmental Authority of each Borrower Party’s, FS SPE 2, NEJD SPE
2’s and the General Partner’s jurisdiction of organization or formation and in
each jurisdiction in which FS SPE 1, FS SPE 2, NEJD SPE 1 or NEJD
SPE 2 is qualified as a foreign corporation or other entity to do business,
each dated a recent date prior to the Effective Date; and x) such other
documents as either Arranger may reasonably request.

     

    
      
         


      

      
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    (d)         The
organizational structure of the Parent and the Subsidiaries, as it pertains to
FS SPE 1, FS SPE 2, NEJD SPE 1 and NEJD SPE 2, shall be reasonably satisfactory
to the Arrangers.

     

    (e)         The
Administrative Agent shall have received a certificate, dated the Effective Date
and signed by the President, a Vice President or a Financial Officer of the
Borrower, confirming compliance with the conditions set forth in paragraphs (a)
and (b) of Section 4.02 and certifying compliance with Section 3.17 (including
in respect of each of FS SPE 1, FS SPE 2, NEJD SPE 1 and NEJD SPE 2,
individually) as of the Effective Date after giving effect to the Loans
hereunder made on the Effective Date.

     

    (f)         The
Administrative Agent, the Arrangers and the Lenders shall have received all fees
and other amounts due and payable on or prior to the Effective Date, including,
to the extent invoiced, reimbursement or payment of all out of pocket expenses
required to be reimbursed or paid by the Borrower hereunder.

     

    (g)         The
Administrative Agent shall have received a certificate of a Responsible Officer
of the Borrower either xi) attaching copies of all consents, licenses and
approvals required in connection with the execution, delivery and performance by
and the validity against each Borrower Party and the General Partner of the Loan
Documents to which it is a party, and such consents, licenses and approvals
shall be in full force and effect, or xii) stating that no such consents,
licenses or approvals are so required.

     

    (h)         The
Administrative Agent shall have received a letter duly executed and delivered by
the Process Agent dated on or prior to the Effective Date pursuant to which it
accepts its appointment as Process Agent for FS SPE 1 and NEJD SPE 1 hereunder
and under the other Loan Documents.

     

    (i)         The
Administrative Agent shall have received the Guarantee and Collateral Agreement
and the NEJD Intercompany Security Documents, including financing statements,
duly completed and executed (as applicable) in sufficient number of counterparts
and in proper form for recording, if necessary, and perfecting Liens in the
Collateral satisfactory to it.

     

    (j)         The
Administrative Agent shall have received a completed Perfection Certificate
dated the Effective Date and executed by a Responsible Officer of the Parent,
together with all attachments contemplated thereby, including xiii) certified
copies of UCC, Tax and judgment Lien searches, bankruptcy and pending lawsuit
searches or equivalent reports or searches, each of a recent date listing all
effective financing statements, Lien notices or comparable documents that name
FS SPE 1, NEJD SPE 1 or NEJD SPE 2 as debtor and that are filed in the state and
county jurisdiction in which FS SPE 1, NEJD SPE 1 or NEJD SPE 2 is organized or
maintains its principal place of business and such other searches that the
Administrative Agent deems necessary or appropriate (including in respect of the
assets being acquired in the NEJD Transaction, in respect of Onshore, and in
respect of prior owners of such assets), none of which encumber the Collateral
and xiv) UCC termination statements (or similar documents) duly authorized or
executed, as appropriate, by all applicable Persons for filing in all applicable
jurisdictions as may be necessary to terminate any effective UCC financing
statements (or equivalent filings) disclosed in such search.

     

    
      
         


      

      
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    (k)         The
Administrative Agent shall have received the certificates, if any, representing
the limited liability company interests first pledged on the Effective Date
pursuant to the Security Documents, together with an undated stock power or
equivalent for each such certificate executed in blank by a Responsible Officer
of the pledgor thereof.

     

    (l)         All
other Property in respect of FS SPE 1 and NEJD SPE 1 which the Administrative
Agent shall, at such time, be entitled to have a Lien in its favor for the
benefit of the Secured Parties pursuant to any Loan Document shall have been
physically delivered to the possession of the Administrative Agent or any bailee
accepted by the Administrative Agent to the extent that such possession is
necessary or desirable for the purpose of perfecting the Administrative Agent’s
Lien in such Collateral for the benefit of the Secured Parties, including the
NEJD Intercompany Note.

     

    (m)        The
Administrative Agent shall have received a certificate of insurance coverage of
FS SPE 1 and NEJD SPE 1 evidencing that FS SPE 1 and NEJD SPE 1 are carrying
insurance in accordance with Section 5.12, and the Borrower shall have used
commercially reasonable efforts (as determined in the discretion of the
Administrative Agent) to cause such certificates to (i) show that no
cancellation, material reduction in amount or material change in coverage
thereof shall be effective until at least thirty days after receipt by the
Administrative Agent of written notice thereof, and (ii) name the Administrative
Agent as mortgagee (in the case of Real Property or, as applicable, Pipeline
insurance) or additional insured on behalf of the Secured Parties (in the case
of liability insurance) or loss payee (in the case of personal Property
insurance), as applicable.

     

    (n)         The
Administrative Agent and the Lenders shall have completed and be satisfied with
their due diligence review of FS SPE 1, FS SPE 2, NEJD SPE 1 and NEJD SPE 2, the
transactions to be entered into thereby, and their operations, including title,
environmental, engineering, marketing, financial condition and such other
matters as the Administrative Agent or the Lenders may reasonably
determine.

     

    (o)         The
Administrative Agent (and, if requested by a Lender, each such Lender) shall
have received and be reasonably satisfied with all existing reports and similar
documents of FS SPE 1, FS SPE 2, NEJD SPE 1 and NEJD SPE 2 relating to
environmental matters, other than such documents that are either (i) immaterial
or (ii) solely ministerial and ordinary course in nature.

     

    (p)         The
Parent and the Subsidiaries shall have paid or made arrangements to pay all
applicable recording taxes, fees, charges, costs and expenses required for the
recording of the Security Documents to be recorded on or about the Effective
Date.

     

    
      
         


      

      
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    (q)         The
Administrative Agent shall have received a certificate of a Responsible Officer
of the Parent certifying: (i) that the Free State Acquisition shall be
consummated substantially contemporaneously with the Effective Date, in
compliance with applicable law and substantially in accordance with the terms of
the Free State Acquisition Documents (with all of the material conditions
precedent thereto having been satisfied in all material respects by the parties
thereto), (ii) that the NEJD Transaction shall be consummated substantially
contemporaneously with the Effective Date, in compliance with applicable law and
substantially in accordance with the terms of the NEJD Transaction Documents
(with all of the material conditions precedent thereto having been satisfied in
all material respects by the parties thereto), (iii) that attached thereto are
true and complete executed copies of each of the Free State Acquisition
Documents and the NEJD Transaction Documents, (iv) that (A) attached thereto are
copies of all material consents, licenses and approvals required in connection
with the execution, delivery and performance by and the validity against FS SPE
1, FS SPE 2 and/or its Affiliates of the Free State Acquisition Documents to
which FS SPE 1, FS SPE 2 and/or its Affiliate is a party, and such consents,
licenses and approvals shall be in full force and effect, or (B) stating that no
such consents, licenses or approvals are so required, and (v) that (A) attached
thereto are copies of all material consents, licenses and approvals required in
connection with the execution, delivery and performance by and the validity
against NEJD SPE 1, NEJD SPE 2 and/or their Affiliates of the NEJD Transaction
Documents to which NEJD SPE 1, NEJD SPE 2 and/or their Affiliates is a party,
and such consents, licenses and approvals shall be in full force and effect, or
(B) stating that no such consents, licenses or approvals are so
required.

     

    (r)         The
Administrative Agent shall have received and be reasonably satisfied with the
fairness opinions being delivered in connection with each of the Free State
Acquisition and the NEJD Transaction.

     

    (s)         The
Administrative Agent shall have received a duly executed and delivered Borrowing
Base Certification in compliance with Section 5.01(g) of this
Agreement.

     

    (t)         The
Arrangers shall have received financial projections and historical throughput
information with respect to the NEJD Transaction satisfactory to each of
them.

     

    (u)         The
Administrative Agent shall have received a duly executed and delivered Borrowing
Request for $225,000,000 in compliance with Section 2.03 of this
Agreement.

     

    (v)         The
Administrative Agent shall have received a duly executed and delivered Borrowing
Base Multiple Increase Notice in compliance with Section 2.04 of this
Agreement.

     

    The
Administrative Agent shall notify the Borrower and the Lenders of the Effective
Date, and such notice shall be conclusive and
binding.  Notwithstanding the foregoing, the obligations of the
Lenders to make additional Loans and of any Issuing Bank to issue additional
Letters of Credit under this Agreement shall not become effective unless each of
the foregoing conditions is satisfied (or waived pursuant to Section
10.02).

     


    
      
         


      

      
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    Without
limiting the generality of the provisions of Article IX, for purposes of
determining compliance with the conditions specified in this Section 4.01, each
Lender that has signed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to the Administrative Agent, the Arrangers or the Lenders unless
the Administrative Agent and the Arrangers shall have received notice from such
Lender prior to the proposed Effective Date specifying its objection
thereto.

     

    SECTION
4.02    Each Credit
Event.  The obligation of each Lender to make a Loan (including
conversions and continuations of Loans) on the occasion of any Borrowing, and of
any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is
subject to the satisfaction of the following conditions:

     

    (a)        The
representations and warranties of the Parent, the Borrower, the General Partner
or any Subsidiary set forth in this Agreement and the other Loan Documents shall
be true and correct in all material respects on and as of the date of such
Borrowing or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable (except such representations and warranties that
are stated to relate to a specific earlier date, in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date).

     

    (b)        At
the time of and immediately after giving effect to such Borrowing or the
issuance, amendment, renewal or extension of such Letter of Credit, as
applicable, no Default shall have occurred and be continuing.

     

    (c)        The
Administrative Agent shall have received each additional document, instrument,
legal opinion or item of information reasonably requested by it.

     

    Each
Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the Parent
and the Borrower on the date thereof as to the matters specified in paragraphs
(a) and (b) of this Section 4.02.

     

    ARTICLE
V

    AFFIRMATIVE
COVENANTS

     

    Commencing
on the date of this Agreement, until the Committed Amount has expired or been
terminated and the principal of and interest on each Loan and all fees payable
hereunder shall have been paid in full and all Letters of Credit shall have
expired or terminated and all LC Disbursements shall have been reimbursed, the
Parent and the Borrower each covenant and agree with the Lenders that (it being
understood that to the extent such covenants and agreements apply to Joint
Ventures or Non-Controlled Unrestricted Subsidiaries, such covenants and
agreements shall only require that the Borrower and the Restricted Subsidiaries
vote (to the extent such vote would not constitute a breach of fiduciary duty)
their respective voting Equity Interests in such Joint Venture or Non-Controlled
Unrestricted Subsidiary, and that any directors and managers appointed by such
Person also vote (to the extent such vote would not constitute a breach of
fiduciary duty), (a) in favor of actions that could reasonably be expected to
cause compliance with such covenants or agreements as written (if compliance
could not reasonably be expected without such action) and (b) against actions
that could reasonably be expected to cause a violation of such covenants or
agreements as written):

     

    
      
         


      

      
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    SECTION
5.01     Financial Statements;
Ratings Change and Other Information.  It will furnish to the
Administrative Agent:

     

    (a)         no
later than 15 days following the date required by applicable SEC rules (without
giving effect to any extensions available thereunder) for the filing of such
financial statements after the end of each fiscal year of the
Parent:

     

    (i)           the
audited consolidated balance sheet and related statements of operations,
partners’ capital and cash flows of the Parent as of the end of and for such
year, setting forth in each case in comparative form the figures for the
previous fiscal year, all reported on by Deloitte & Touche LLP or other
independent public accountants of recognized national standing (without a “going
concern” or like qualification or exception and without any qualification or
exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial
condition, results of operations and cash flows of the Parent and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied.

     

    (ii)           the
audited consolidated balance sheet and related statements of operations,
partners’ capital and cash flows of the Borrower as of the end of and for such
year, setting forth in each case in comparative form the figures from the
previous fiscal year, all reported on by Deloitte and Touche LLP or other
independent public accountants of recognized national standing (without a “going
concern” or like qualification or exception and without any qualification or
exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial
condition, results and operations and cash flows of the Borrower and the
Borrower’s consolidated subsidiaries on a consolidated basis in accordance with
GAAP consistently applied.

     

    (b)         as
soon as available, but in any event within forty-five days of the end of the
first three fiscal quarters of the Parent and the Borrower, the unaudited
consolidated balance sheet as of the end of such fiscal quarter, the unaudited
consolidated statements of operations for such fiscal quarter and the
then-elapsed portion of the fiscal year and the unaudited consolidated
statements of cash flows for the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the corresponding
period or periods of (or, in the case of the balance sheet, as of the end of the
previous fiscal year) and the unaudited consolidated statement of partners’
capital for the then elapsed portion of the fiscal year, all certified by a
Financial Officer of the Parent as presenting fairly in all material respects
the financial condition and results of operations of the Parent and the Parent’s
consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes.

     

    (c)         (i)
together with the financial statements delivered in clause (a) above, the
unaudited balance sheet and related statements of operations, owners’ capital
and cash flows of each of the Parent’s Unrestricted Subsidiaries as of the end
of and for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, and (ii)  together with the
financial statements delivered in clause (b) above, for each of the Parent’s
Unrestricted Subsidiaries, the unaudited balance sheet as of the end of such
fiscal quarter, the unaudited statements of operations for such fiscal quarter
and the then-elapsed portion of the fiscal year and the unaudited statements of
cash flows for the then elapsed portion of the fiscal year, setting forth in
each case in comparative form the figures for the corresponding period or
periods of (or, in the case of the balance sheet, as of the end of the previous
fiscal year) and the unaudited statement of owners’ capital for the then elapsed
portion of the fiscal year, in the case of (i) and (ii) all certified by a
Financial Officer of the Parent as presenting fairly in all material respects
the financial condition and results of operations of such Unrestricted
Subsidiaries in accordance with GAAP consistently applied, subject to normal
year-end audit adjustments and the absence of footnotes;

     

    
      
         


      

      
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    (d)         concurrently
with any delivery of financial statements under clause (a), (b) or (c) above, a
certificate of a Financial Officer of the Parent xv) certifying as to whether a
Default has occurred and, if a Default has occurred, specifying the details
thereof and any action taken or proposed to be taken with respect thereto, xvi)
setting forth reasonably detailed calculations demonstrating compliance with
Section 6.15, and xvii) stating whether any change in GAAP or in the application
thereof has occurred since the date of the audited financial statements referred
to in Section 3.04 and, if any such change has occurred, specifying the effect
of such change on the financial statements accompanying such
certificate;

     

    (e)         concurrently
with any delivery of financial statements under clause (a), (b) or (c) above, a
certificate of a Financial Officer of the Borrower either (i) attaching a
supplement to the Perfection Certificate showing all changes and updates to the
information disclosed in the Perfection Certificate since the later of the date
of the Perfection Certificate or the date the Perfection Certificate was last
supplemented or (ii) confirming that there has been no change in the information
disclosed in the Perfection Certificate since the later of the date of the
Perfection Certificate or the date the Perfection Certificate was last
supplemented;

     

    (f)         concurrently
with any delivery of financial statements under clause (a) above, a certificate
of the accounting firm that reported on such financial statements stating
whether they obtained knowledge during the course of their examination of such
financial statements of any Default (which certificate may be limited to the
extent required by accounting rules or guidelines and such accounting firm’s
internal policies and procedures);

     

    (g)         concurrently
with the delivery of the certificate required by clause (d) above, and
additionally on any other day when the Borrowing Base changes, including because
of any change to Adjusted Consolidated EBITDA intra-quarter because of
transactions being accounted for on a Pro Forma Basis or the
redesignation of a Restricted Subsidiary or an Unrestricted Subsidiary, a
certificate of a Financial Officer of the Borrower setting forth the Borrower’s
calculation of the Borrowing Base based on the Test Period most recently ended
(the “Borrowing Base
Certification”).

     

    (h)         promptly
upon their becoming available, true and correct copies of (i) all financial
statements, reports, notices and proxy statements sent by the Parent to its
unitholders and all registration statements, periodic reports and other
statements and schedules filed by the Parent or the Subsidiaries with and as
required by the SEC and made available on EDGAR, which shall be made available
on the Parent’s website, and (ii) as reasonably requested by the Administrative
Agent, all reports, forms and notices filed by the Parent or the Subsidiaries
with FERC or any similar Governmental Authority;

     

    
      
         


      

      
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    (i)         promptly
upon the receipt thereof by the Borrower or any other Borrower Party, a copy of
any “management letter” received by any such Person from its certified public
accountants that indicates, in the reasonable good faith judgment of the General
Partner’s board of directors (or the board of directors of the general partner
of the Borrower), a potential material weakness in such Person’s internal
controls or procedures and the management’s responses thereto;

     

    (j)         on
or before the first day of each fiscal year of the Parent, a copy of the annual
budget and projections for such fiscal year for the Parent and the Subsidiaries,
in form and substance reasonably satisfactory to the Administrative Agent,
accompanied by a certificate of a Financial Officer of the Borrower to the
effect that such budget and projections have been prepared on the basis of sound
financial planning practice and that such Financial Officer has no reason to
believe they are incorrect or misleading in any material respect;

     

    (k)         within
thirty days after the end of any fiscal quarter of the Borrower, a hedging
position report in a form reasonably satisfactory to the Administrative
Agent;

     

    (l)         at
any time upon or after the Parent or any Restricted Subsidiary having
Indebtedness rated by Moody’s or S&P, prompt written notice of such rating
or change in such rating;

     

    (m)       a
notice within the time period required by applicable SEC rules of it or any
Restricted Subsidiary entering into or terminating a Material Agreement,
including, upon the request of the Administrative Agent, a copy of any new
Material Agreement;

     

    (n)         promptly
following any request therefor, such other information regarding the operations,
business affairs and financial condition of the Parent, any Subsidiary or Joint
Venture (including unaudited consolidating financial statements), or compliance
with the terms of this Agreement and the other Loan Documents, as the
Administrative Agent or any Lender may reasonably request.

     

    Any
information that Borrower is required to deliver to the Administrative Agent or
any Lender pursuant to this Section 5.01 shall be deemed delivered if and when
such information is filed on EDGAR or the equivalent thereof with the
SEC.

     

    SECTION
5.02     Notices of Material
Events.  The Parent and the Borrower will furnish to the
Administrative Agent prompt written notice of
the following:

     

    (a)         the
occurrence of any Default;

     

    (b)         the
filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority or any other claim xviii) against or
affecting the Parent or any Subsidiary or Joint Venture, that, if adversely
determined, could reasonably be expected to result in liability of the Borrower
Parties, taken as a whole, in an aggregate amount exceeding $500,000 or xix)
relating to any Loan Document;

     

    
      
         


      

      
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    (c)         if
and when any ERISA Affiliate xx) gives or is required to give notice to the PBGC
of any “reportable event” (as defined in Section 4043 of ERISA) with respect to
any Plan which could reasonably be expected to constitute grounds for a
termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; xxi) receives notice of complete or partial
Withdrawal Liability under Title IV of ERISA or notice that any Multiemployer
Plan is in reorganization, is insolvent or has been terminated, a copy of such
notice; xxii) receives notice from the PBGC under Title IV of ERISA of an intent
to terminate, impose liability (other than for premiums under Section 4007 of
ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of
such notice; xxiii) applies for a waiver of the minimum funding standard under
Section 412 of the Code, a copy of such application; xxiv) gives notice of
intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such
notice and other information filed with the PBGC; xxv) gives notice of
withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such
notice; or xxvi) fails to make any payment or contribution to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement or makes any
amendment to any Plan or Benefit Arrangement which has resulted or could
reasonably be expected to result in the imposition of a Lien or the posting of a
bond or other security, a certificate of a Financial Officer of each of the
Borrower and the Parent setting forth details as to such occurrence and action,
if any, which the Borrower, the Parent or applicable ERISA Affiliate is required
or proposes to take, but only to the extent occurrences described in the
preceding clauses (i) through (vii), individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect;

     

    (d)         any
Environmental Claim or Environmental Liability that could reasonably be expected
to exceed $500,000 or more, or any notice of potential liability under
Environmental Laws that might reasonably be expected to exceed such
amount;

     

    (e)         the
occurrence of (i) any material Casualty Event relating to Property of the Parent
or any Restricted Subsidiary or (ii) any Casualty Event relating to the Property
of an Unrestricted Subsidiary or Joint Venture if such Casualty Event could
reasonably be expected to have a Material Adverse Effect;

     

    (f)         the
incurrence of any material Lien against the Collateral unless such Liens are
permitted by Section 6.02; and

     

    (g)         any
other development that has resulted in, or could reasonably be expected to
result in, a Material Adverse Effect.

     

    Each
notice delivered under this Section shall be accompanied by a statement of a
Financial Officer or other Responsible Officer of Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

     

    SECTION
5.03     Existence; Conduct of
Business.

     

    
      
         


      

      
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    (a)         It
will, and will cause its subsidiaries and Joint Ventures to, do or cause to be
done all things necessary to preserve, renew and keep in full force and effect
its legal existence, except as otherwise permitted under Section 6.03 or Section
6.06 or, in the case of any subsidiary or Joint Venture, where the failure to
perform such obligation, individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect.

     

    (b)         xxvii)
It will do or cause to be done all things necessary to obtain, preserve, renew,
extend and keep in full force and effect the rights, licenses, leases,
servitudes, easements, permits, privileges, franchises, authorizations, patents,
copyrights, trademarks and trade names necessary for the conduct of its and its
subsidiaries’ business; (1) it will or will cause its Restricted Subsidiaries to
maintain and operate such business in substantially the manner in which it is
presently conducted and operated; (2) it will and will cause its subsidiaries
and Joint Ventures to comply with all applicable Governmental Requirements
(including any and all zoning, building, Environmental Law, ordinance, code or
approval or any building permits or restrictions of record or agreements
affecting the Real Property or Pipelines) and decrees and orders of any
Governmental Authority, whether now in effect or hereafter enacted; (3) it will
pay and perform and cause its Restricted Subsidiaries to pay and perform its and
their respective obligations under all leases and Loan Documents; and (4) it
will at all times and will cause its subsidiaries and Joint Ventures at all
times to preserve and protect all Property material to the conduct of such
business and keep all such Property in good working order and condition (other than
wear and tear occurring in the ordinary course of business or caused by Casualty
Events) and from time to time make or cause to be made all needful and proper
repairs, renewals, additions, improvements and replacements thereto necessary in
order that the business carried on in connection therewith may be properly
conducted at all times, except in the case of each of clause (i) through (v)
above, where the failure to comply, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect; provided that nothing
in this Section 5.03(b) shall prevent (x) sales of Property, consolidations or
mergers by or involving it or any of its subsidiaries in accordance with Section
6.03 and Section 6.06, (y) the withdrawal by it or any of its subsidiaries of
its or their respective foreign qualification in any jurisdiction where such
withdrawal, individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect or (z) the abandonment by it or any of its
subsidiaries or Joint Ventures of any rights, franchises, licenses, trademarks,
trade names, copyrights or patents that such Person reasonably determines are
not useful to such Person’s business or are no longer commercially
desirable.

     

    SECTION
5.04    Payment of Obligations and
Taxes.  It will, and will cause each of its Restricted
Subsidiaries to, pay its and their respective material Indebtedness and
obligations promptly and in accordance with their terms and pay and discharge
promptly when due all material Taxes, assessments and governmental charges or
levies imposed upon it or them or its or their respective income or profits in
respect of its or their respective Property, before the same shall become
delinquent or in default, as well as all material lawful claims for labor,
services, materials and supplies or otherwise that, if unpaid, might give rise
to a Lien other than any Lien permitted by Section 6.02 upon such Properties or
any part thereof, except where ee) the validity or amount thereof is being
contested in good faith by appropriate proceedings, ff) it or such Restricted
Subsidiary has set aside on its books adequate reserves or other appropriate
provisions with respect thereto in accordance with GAAP and gg) the failure to
make payment pending such contest could not reasonably be expected to have a
Material Adverse Effect.  It will and will cause each of its
subsidiaries and Joint Ventures to timely file all material Tax returns, unless
the failure to file such Tax returns of an Unrestricted Subsidiary or Joint
Venture could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.

     

    
      
         


      

      
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    SECTION
5.05     Material
Agreements.  It will, and will cause each of its Restricted
Subsidiaries to hh) maintain in full force and effect each Material Agreement to
which it is party except any such Material Agreement as shall expire by its
terms, ii) observe and comply with the terms of each such Material Agreement and
enforce the observance and compliance thereof by the counterparties thereto, jj)
maintain in full force and effect its Organizational Documents including the
Partnership Agreement, and kk) observe and comply with the terms of such
Organizational Documents and enforce the observance and compliance thereof by
the counterparties thereto, except, in each case, where the failure to so
maintain, observe or comply, individually or in the aggregate, could not
reasonably be expected to have an adverse effect on the Administrative Agent,
the Issuing Banks or the Lenders.

     

    SECTION
5.06    Books and Records;
Inspection Rights.  It will, and will cause each of its
subsidiaries and Joint Ventures to, in all material respects, keep proper books
of record and account in which full, true and correct entries (in conformity
with Governmental Requirements, as applicable) allowing for financial statements
to be prepared in conformity with GAAP are made of all dealings and transactions
in relation to the Borrower’s Business and the business of each Material
Subsidiary, except, with respect to any Unrestricted Subsidiary or Joint
Venture, where the failure to do so could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  Upon
reasonable notice, it will, and will cause each of its Restricted Subsidiaries
to, permit any representatives designated by the Administrative Agent or any
Lender, to visit and inspect the financial records and Property of such Person
at reasonable times during normal business hours and as often as reasonably
requested and at such time to make extracts from and copies of such financial
records, and permit any representatives designated by the Administrative Agent
or any Lender to discuss the affairs, finances, accounts and condition of such
Person with the officers and employees thereof and advisors thereof (including
independent accountants).

     

    SECTION
5.07    Compliance with
Laws.  It will, and will cause each of its subsidiaries and
Joint Ventures to, comply with all laws, rules, regulations and orders of any
Governmental Authority applicable to it or its Property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

     

    SECTION
5.08     Use of Proceeds and Letters
of Credit.  The proceeds of the Loans will be used only for
working capital and general partnership purposes of the Borrower and the other
Borrower Parties (including for distributions to its holders of Equity Interests
to allow the Parent to make distributions to its holders of Equity Interests, in
each case, to the extent permitted by Section 6.08, to make Investments to the
extent permitted by Section 6.04 and to make Acquisitions to the extent
permitted by Section 6.05).  The Letters of Credit shall be used for
general business purposes in the ordinary course of
business.  Notwithstanding anything in this Section 5.08 to the
contrary, no part of the proceeds of any Loan will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations
of the Board, including Regulation T, Regulation U and Regulation
X.

     


    
      
         


      

      
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    SECTION
5.09     Environmental
Laws.

     

    (a)         It
shall at its sole expense: i) comply and cause its and its subsidiaries’ and
Joint Ventures’ Properties and operations to comply with all Environmental Laws,
the breach of which could, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, ii) not dispose or permit any of its
subsidiaries to dispose of or otherwise release any oil, oil and gas waste,
Hazardous Material or solid waste on, under, about or from any of its or its
subsidiaries’ or Joint Ventures’ Property or any other Property to the extent
caused by its or any of its subsidiaries’ or Joint Ventures’ operations, the
disposal or release of which could, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect, iii) timely obtain or file and
cause each of its subsidiaries and Joint Ventures to timely obtain and file all
notices, permits, licenses, exemptions, approvals, registrations or other
authorizations, if any, required under Environmental Law to be obtained or filed
in connection with operation or use of its or its subsidiaries’ or Joint
Ventures’ Properties, which failure to obtain or file could, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect, iv)
promptly commence or cause each of its subsidiaries and Joint Ventures to
promptly commence and diligently prosecute to completion any assessment,
evaluation, investigation, monitoring, containment, clean-up, removal, repair,
restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in
the event any Remedial Work is required or reasonably necessary under
Environmental Law because of or in connection with the actual or alleged past,
present or future disposal or other release or any oil, oil and gas waste,
Hazardous Material or solid waste on, under, about or from any of its or any of
its subsidiaries’ or Joint Ventures’ Properties, which failure to commence and
diligently prosecute to completion could, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, and v) establish and
implement and cause each of its subsidiaries and Joint Ventures to establish and
implement such procedures as may be necessary to continuously determine and
assure that its and its subsidiaries’ and Joint Ventures’ obligations under this
Section 5.10(a) are timely and fully satisfied, which failure to establish and
implement could, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.

     

    (b)         If
a Default caused by reason of a breach of Section 3.21 or Section 5.09(a) shall
have occurred and be continuing for more than twenty days after it or its
subsidiaries or Joint Ventures become aware of such Default without it or its
subsidiaries or Joint Ventures commencing activities reasonably likely to cure
such Default or otherwise responding to such Default as required by
Environmental Laws, then at the reasonable request of the Administrative Agent
or the Required Lenders, it will provide or cause its subsidiaries or Joint
Ventures to provide, at its expense, an environmental assessment report
regarding the matters that are the subject of such Default, prepared by an
environmental consulting firm and in form and substance reasonably acceptable to
the Administrative Agent indicating the environmental conditions creating the
Default and the estimated cost of any compliance or response to address them;
provided, however, that it will
not be required to conduct any invasive procedures in connection with any such
assessment.  If any invasive procedures are performed in connection
with any such assessment, it will provide or cause its Subsidiaries to provide
information relating to such invasive procedures to the Administrative
Agent.

     

    SECTION
5.10     Additional Collateral;
Additional Guarantors.

     

    
      
         


      

      
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    (a)         With
respect to any right, title or interest of it or any of its Restricted
Subsidiaries in (x) any Equity Interests, Real Property, Pipelines or other
Property of a type subject to the Security Documents and acquired after the date
of this Agreement, (y) any Property of a type subject to the Security Documents
and arising from Organic Growth, or (z) Real Property or Pipelines located in
the State of Oklahoma and owned by the Borrower Parties on the Effective Date if
the Consolidated EBITDA contributed by the operation of such Real Property and
Pipelines located in the State of Oklahoma at any time exceeds $50,000 in the
aggregate in any fiscal quarter, it will, in the case of (x), (y) or (z), prior
to or concurrently with any delivery of financial statements under Section
5.01(a), (b) or (c) (or, if sooner, within ten Business Days after such
acquisition is consummated if the aggregate fair market value of all Equity
Interests, Real Property or other Property so acquired since financial
statements were last delivered under Section 5.01(a), (b) or (c) is greater than
$10,000,000) vi) provide an updated Perfection Certificate to the Administrative
Agent showing all changes and updates to the information disclosed in the
Perfection Certificate since the later of the date of the Perfection Certificate
or the date the Perfection Certificate was last supplemented or confirming that
there has been no change in the information disclosed in the Perfection
Certificate since the later of the date of the Perfection Certificate or the
date the Perfection Certificate was last supplemented, and vii) grant or cause
to be granted to the Administrative Agent for the benefit of the Secured Parties
a First Priority Lien of record on all such Equity Interests, Real Property,
Pipelines and Property (other than such Equity Interests, Real Property,
Pipelines and Property encumbered by prior Liens in existence at the time of the
acquisition thereof and not created in anticipation of such acquisition, in
which case the Lien of the Administrative Agent for the benefit of the Secured
Parties shall be of such priority as is permitted by such prior Lien), upon
terms substantially the same as those set forth in the Security Documents for
Property of a similar type, and complete such other actions as would have been
necessary to satisfy the conditions set forth in Section 4.01 or in the
definition of Real Property Requirements had such Property been owned thereby on
the date of this Agreement.  It, at its own expense, shall execute,
acknowledge and deliver, or cause its Restricted Subsidiaries to execute,
acknowledge and deliver, and thereafter register, file or record, or cause its
Restricted Subsidiaries to register, file or record, in an appropriate
governmental office, any document or instrument deemed by the Administrative
Agent to be necessary or desirable for the creation and perfection of the
foregoing Liens and deliver Uniform Commercial Code or other Lien searches in
jurisdictions requested by the Administrative Agent with respect to such Equity
Interests and other Property and legal opinions reasonably requested by the
Administrative Agent or any Lender and shall pay, or cause to be paid, all taxes
and fees related to such registration, filing or recording.

     

    (b)         It
will cause each Restricted Subsidiary that is created or acquired subsequent to
the date of this Agreement to become a party to each applicable Loan Document,
including the Guarantee and Collateral Agreement, and to promptly execute and
deliver to the Administrative Agent all such documents, agreements and
instruments necessary to accomplish such obligation, including supplements to
the Perfection Certificate and legal opinions (if requested by the
Administrative Agent or any Lender) relating to such Restricted Subsidiary,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent.  It will, or will cause its
Restricted Subsidiaries to, or, in the case of NEJD SPE 1, the Parent will,
pledge all of the Equity Interests of such newly created or acquired Restricted
Subsidiary (including delivery of original stock certificates or other
certificates evidencing the Equity Interests of such Restricted Subsidiary, if
any, together with an appropriate undated stock power for each certificate duly
executed in blank by the registered owner thereof) to the Administrative
Agent.  The Parent and the Borrower shall cause 100% of the Equity
Interests in all Restricted Subsidiaries to be pledged to the Administrative
Agent at all times pursuant to the Guarantee and Collateral Agreement or, if the
pledgor thereof is the General Partner, pursuant to the General Partner Pledge
Agreement or a substantially similar agreement satisfactory to the
Administrative Agent.

     


    
      
         


      

      
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    (c)         With
respect to each Unrestricted Subsidiary and Joint Venture, it will pledge or
cause its Restricted Subsidiaries to pledge its Equity Interests in each such
Unrestricted Subsidiary and Joint Venture; provided that a
pledge of such Equity Interests shall not be required (i) with respect to the
Equity Interests of NEJD SPE 2 owned by NEJD SPE 1, (ii) with respect to the
Equity Interests of FS SPE 2 owned by FS SPE 1, or (iii) if (x) such Equity
Interests are otherwise required to be pledged in order to secure the
Non-Recourse Obligations of such Unrestricted Subsidiary or Joint Venture or to
secure the obligations of the Borrower Party that directly owns such Equity
Interests pursuant to a Guarantee permitted by Section 6.01(e), or (y) with
respect to Joint Ventures, (A) the Organizational Documents of such Joint
Venture prohibit such pledge or (B) such Equity Interests are otherwise required
to be pledged to secure obligations to the other holders of Equity Interests in
such Joint Venture; provided further that in the
event such Equity Interests are required to be so pledged, the direct parent of
the Restricted Subsidiary that owns such pledged Equity Interests shall have
pledged (pursuant to the Guarantee and Collateral Agreement) 100% of the Equity
Interests of such Restricted Subsidiary.

     

    (d)         With
respect to the requirements of this Section 5.10 set forth in clauses (a)
through (c) above, such requirements are hereby modified in respect of any
Genesis Alabama Real Property as follows:

     

    (i)            on
or prior to the earliest of (A) the acquisition of substantially all of the Real
Property necessary for the operation of the Genesis Alabama Pipeline Project,
(B) the completion of the Genesis Alabama Pipeline Project, and (C) June 30,
2008, the Borrower and the Parent shall fulfill all requirements of Section 5.10
in respect of the Genesis Alabama Real Property (the date such requirements are
so fulfilled, the “Genesis Alabama Real
Property Compliance Date”);

     

    (ii)            at
all times prior to the Genesis Alabama Real Property Compliance Date, Genesis
Alabama shall not be permitted to have rights to any Real Property other than
Real Property that is reasonably necessary for the construction and operation of
the Genesis Alabama Pipeline Project that has a collective value not in excess
of $10,000,000, which value shall be determined based on its value at the time
it is first acquired by Genesis Alabama; and

     

    (iii)            from
and after the Genesis Alabama Real Property Compliance Date, the Borrower and
the Parent will comply with the requirements of this Section 5.10 with respect
to all Genesis Alabama Real Property.

     

    (e)         With
respect to the requirements of this Section 5.10 set forth in clauses (a)
through (c) above, such requirements shall not apply to any Arkansas Real
Property for so long as the value of such Real Property does not exceed $200,000
in the aggregate, which value shall be determined based on its value at the time
it is first acquired by a Borrower Party.  Within ten (10) days
following the first date upon which the value of the Arkansas Real Property
exceeds $200,000 in the aggregate and at all times thereafter, the Borrower and
the Parent will comply with the requirements of this Section 5.10 with respect
to such Arkansas Real Property.

     


    
      
         


      

      
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    SECTION
5.11    Security Interests; Further
Assurances.  Promptly upon the reasonable request of the
Administrative Agent or any Lender, at its expense, it will execute, acknowledge
and deliver, and cause its Restricted Subsidiaries to execute, acknowledge and
deliver and thereafter register, file or record, and cause its Restricted
Subsidiaries to register, file or record, in an appropriate governmental office,
any document or instrument supplemental to or confirmatory of the Security
Documents or otherwise deemed by the Administrative Agent reasonably necessary
or desirable for the continued validity, perfection and priority of the Liens on
the Collateral covered thereby with no other Liens thereon except as permitted
by the Loan Documents, or obtain any consents or waivers as may be necessary or
appropriate in connection therewith.  It will and will cause its
Restricted Subsidiaries to deliver or cause to be delivered to the
Administrative Agent from time to time such other documentation, consents,
authorizations, approvals and orders in form and substance reasonably
satisfactory to the Administrative Agent as the Administrative Agent shall
reasonably deem necessary to perfect or maintain the Liens on the Collateral
pursuant to the Security Documents.  Upon the exercise by the
Administrative Agent or any Lender of any power, right, privilege or remedy
pursuant to any Loan Document which requires any consent, approval,
registration, qualification or authorization of any Governmental Authority, it
will and will cause its Restricted Subsidiaries to execute and deliver all
applications, certifications, instruments and other documents and papers that
the Administrative Agent or such Lender may require.  If the
Administrative Agent or the Required Lenders determine that they are required by
law to have appraisals prepared in respect of the Real Property of any
Restricted Subsidiary constituting or about to become Collateral, it shall
provide to the Administrative Agent appraisals that satisfy the applicable
requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are
otherwise in form and substance reasonably satisfactory to the Administrative
Agent.

     

    SECTION
5.12     Insurance.  Except
as disclosed in Schedule 5.12:

     

    (a)         Generally.  It
will and will cause its Restricted Subsidiaries to keep its and their respective
insurable Property adequately insured at all times by reputable insurers that
are, to the respective Knowledge of it or such Restricted Subsidiary,
financially sound; and maintain other insurance, to such extent and against such
risks as is customary with companies in the same or similar businesses operating
in the same or similar locations, including insurance with respect to Mortgaged
Properties and other properties material to the Borrower’s Business or material
to the business of any Material Subsidiary against such casualties and
contingencies and of such types and in such amounts with such deductibles as is
customary in the case of similar businesses operating in the same or similar
locations.

     

    (b)         Requirements of
Insurance.  The Borrower shall use commercially reasonable
efforts to cause such insurance to viii) provide that no cancellation, material
reduction in amount or material change in coverage thereof shall be effective
until at least thirty days after receipt by the Administrative Agent of written
notice thereof, and ix) name the Administrative Agent as mortgagee (in the case
of Real Property or, as applicable, Pipeline insurance) or additional insured on
behalf of the Secured Parties (in the case of liability insurance) or loss payee
(in the case of personal Property insurance), as
applicable.   All such insurance shall be reasonably satisfactory
in all other respects to the Administrative Agent.

     


    
      
         


      

      
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    (c)         Certificates.  Concurrently
with the annual renewal of the insurance required to be maintained pursuant to
this Section 5.12, if requested by the Administrative Agent, the Borrower shall
deliver a certificate or certificates of insurance showing that all insurance
required to be maintained pursuant to this Section 5.12 has been obtained and is
in effect to the Administrative Agent.

     

    (d)         Flood
Insurance.  With respect to each portion of Mortgaged Property
(other than Pipelines) on which improvements are
located, it will and will cause its Restricted Subsidiaries to obtain flood
insurance in such total amount as the Administrative Agent or the Required
Lenders may from time to time require, if at any time the area in which any
improvements located on any Mortgaged Property is designated a “flood hazard
area” in any Flood Insurance Rate Map published by the Federal Emergency
Management Agency (or any successor agency), and otherwise comply with the
National Flood Insurance Program as set forth in the Flood Disaster Protection
Act of 1973, as amended from time to time.

     

    SECTION
5.13     Agreements Respecting
Unrestricted Subsidiaries.

     

    (a)         It
will operate each Unrestricted Subsidiary in such a manner as to make it
apparent to all creditors of such Unrestricted Subsidiary that such Unrestricted
Subsidiary is a legal entity separate and distinct from the Borrower or any
Restricted Subsidiary and as such is solely responsible for its debts and other
obligations.

     

    (b)         It
will, in connection with any Indebtedness or Guarantee obligations incurred by
each Unrestricted Subsidiary, except as permitted pursuant to Section 5.13(c)
and Section 6.04(g) and except in respect of the NEJD Transaction Documents or
the NEJD Intercompany Financing Agreements, (i) cause such Unrestricted
Subsidiary to incur such Indebtedness only as a Non-Recourse Obligation, and
(ii) cause such Unrestricted Subsidiary to incur any such Indebtedness or
Guarantee obligations relating to borrowed money in excess of $1,000,000 only
under a loan agreement, note, lease, instrument or other agreement that
expressly states that such Indebtedness is being incurred by such Unrestricted
Subsidiary as a Non-Recourse Obligation (for the avoidance of doubt, this clause
(ii) is not intended to limit the restrictions set forth in Section 5.13 or
Section 6.04 or elsewhere in the Loan Documents); provided that no such
agreement, note, lease, instrument or other agreement shall be required to
include such statement if such agreement, note, lease, instrument or other
agreement was in effect on the date such Person became an Unrestricted
Subsidiary.

     

    (c)         Notwithstanding
any provision of the Loan Documents to the contrary, the Borrower and the other
Borrower Parties may incur Guarantee obligations in the ordinary course of
business consisting of Guarantees of performance obligations of Unrestricted
Subsidiaries as long as such Guarantees do not constitute Guarantees of payment
or Guarantees of performance of obligations that would result in the payment of
any Indebtedness; provided, that the
amount that has been or could reasonably be expected to be incurred pursuant to
all such performance Guarantees is not greater than $200,000 in the
aggregate.

     


    
      
         


      

      
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    SECTION
5.14     Disposition of FS SPE 2 or
NEJD SPE 2 Property.

     

    (a)         Without
limiting the restrictions set forth in Section 6.03, upon any conveyance, sale,
lease, sublease, assignment, transfer or other disposition of any Property of FS
SPE 2, it will cause FS SPE 1 to cause FS SPE 2 to (i) convey, sell, lease,
sublease, assign, transfer or otherwise dispose of such Property for fair market
value and (ii) distribute the net cash proceeds of such conveyance, sale, lease,
sublease, assignment, transfer or other disposition to FS SPE 1.

     

    (b)         Without
limiting the restrictions set forth in Section 6.03, upon any conveyance, sale,
lease, sublease, assignment, transfer or other disposition of any Property of
NEJD SPE 2, it will cause NEJD SPE 1 to cause NEJD SPE 2 to (i) conduct such
conveyance, sale, lease, sublease, assignment, transfer or other disposition
only to the extent permitted by and in compliance with the terms and provisions
of the NEJD Transaction Documents, (ii) convey, sell, lease, sublease, assign,
transfer or otherwise dispose of such Property for fair market value, and (iii)
after payment in full of the NEJD Intercompany Note, distribute the net cash
proceeds of such conveyance, sale, lease, sublease, assignment, transfer or
other disposition to NEJD SPE 1.

     

    SECTION
5.15    Post-Effective Date
Items.  It will execute and deliver the documents and complete
the tasks set forth on Schedule 5.14, in
each case within the time limits specified on such schedule, as such time limits
may be extended by the Administrative Agent in its reasonable
discretion.

     

    ARTICLE
VI

    NEGATIVE
COVENANTS

     

    Commencing
on the date of this Agreement, until the Committed Amount has expired or been
terminated and the principal of and interest on each Loan and all fees payable
hereunder have been paid in full and all Letters of Credit have expired or
terminated and all LC Disbursements shall have been reimbursed, the Parent and
the Borrower each covenant and agree with the Lenders that:

     

    SECTION
6.01     Indebtedness.  It
will not, and will not permit any of its Restricted Subsidiaries to, create,
incur, assume or permit to exist any Indebtedness, except:

     

    (a)         Indebtedness
incurred pursuant to this Agreement (including the Existing Letters of
Credit);

     

    (b)         Indebtedness
existing on the Effective Date and set forth in Schedule 6.01 and
extensions, renewals and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof;

     

    (c)         Indebtedness
of the Borrower to any Restricted Subsidiary of the Borrower and of any
Restricted Subsidiary of the Borrower to the Borrower or any other Restricted
Subsidiary of the Borrower;

     


    
      
         


      

      
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    (d)         Guarantees
by any Borrower Party of obligations of the Borrower or any Restricted
Subsidiary of the Borrower that are otherwise permitted hereunder, and by any
Restricted Subsidiary of the Borrower of obligations of the Borrower or any
other Restricted Subsidiary of the Borrower that are otherwise permitted
hereunder;

     

    (e)         Guarantees
by any Borrower Party of up to (i) an aggregate of $7,500,000 of Indebtedness of
the Sandhill Joint Venture outstanding at any time, and (ii) an additional
aggregate $10,000,000 of Indebtedness of one or more Joint Ventures, including
the Sandhill Joint Venture, outstanding at any time;

     

    (f)         Indebtedness
pursuant to Hedging Agreements permitted pursuant to Section 6.07;

     

    (g)         Indebtedness
of any Borrower Party owing in connection with deferred payments of insurance
premiums; provided that all
such Indebtedness of all Borrower Parties shall not exceed $15,000,000
outstanding at any one time;

     

    (h)         Indebtedness
not to exceed $20,000,000 in the aggregate outstanding at any one time
consisting of Non-Recourse Obligations of a Restricted Subsidiary assumed by
such Restricted Subsidiary in connection with any Acquisition permitted pursuant
to Section 6.05 (or, if such Restricted Subsidiary is acquired as part of such
Acquisition, existing prior thereto); provided that such
Indebtedness exists at the time of such Acquisition at least in the amounts
assumed in connection therewith and is not drawn down, created or increased in
contemplation of or in connection with or subject to such
Acquisition;

     

    (i)         Indebtedness
in respect of Purchase Money Obligations and refinancings or renewals thereof,
in an aggregate amount not to exceed $1,000,000 at any one time
outstanding;

     

    (j)         other
unsecured Indebtedness; provided that (i)
such other unsecured Indebtedness is on terms no less favorable to the Borrower
Parties than the Loan Documents and (ii) such other Indebtedness has a maturity
not earlier than the Maturity Date; and

     

    (k)         Indebtedness
constituting current trade liabilities in an aggregate outstanding amount at any
one time not to exceed $150,000.

     

    SECTION
6.02     Liens.  It
will not, and will not permit any of its Restricted Subsidiaries, FS SPE 2 or
NEJD SPE 2 to, create, incur, assume or permit to exist any Lien on any Property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except:

     

    (a)         Permitted
Encumbrances;

     

    (b)         Liens
entered into under the Loan Documents, including the Security
Documents;

     

    (c)         any
Lien on any Property or asset of it or any other Borrower Party existing on the
Effective Date and set forth in Schedule 6.02; provided that (i)
such Lien shall not apply to any other Property or asset of the Borrower or any
Restricted Subsidiary and (ii) such Lien shall secure only those obligations
which it secures on the date hereof and extensions, renewals and replacements
thereof that do not increase the outstanding principal amount
thereof;

     

    
      
         


      

      
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    (d)         Liens
created pursuant to construction, operating, reciprocal easements, farmout and
maintenance agreements, space lease agreements, joint venture agreements and
related documents (to the extent requiring a Lien on the Equity Interest owned
by any Borrower Party in the applicable Joint Venture is required thereunder),
division order, contracts for sale, transportation or exchange of oil and
natural gas, unitization and pooling declarations and agreements, area of mutual
interest agreements and other similar agreements, in each case having ordinary
and customary terms (including with respect to Liens) and entered into in the
ordinary course of business and securing obligations other than
Indebtedness;

     

    (e)         Liens
x) represented by the escrow of cash or Permitted Investments securing the
obligations of any Borrower Party under any agreement to acquire, or pursuant to
which it acquired, any Property, which Liens secure the obligations of such
Borrower Party to the seller of such Property, or xi) on assets pursuant to
merger agreements, stock or asset purchase agreements and similar agreements in
respect of the disposition of such assets, provided that such
acquisition or agreement is permitted pursuant to the terms of this Agreement;
and provided,
further, with
respect to clauses (i) and (ii) above, that such obligations shall not exceed
$2,000,000 in the aggregate at any one time outstanding;

     

    (f)         purchase-money
Liens on Property acquired or held by any Borrower Party in the ordinary course
of business to secure the purchase price of such Property or to secure
Indebtedness incurred solely for the purpose of financing the acquisition of
such Property to be subject to such Liens, or renewals or refinancings of any of
the foregoing Liens for the same or a lesser amount; provided, however,
that (i) no such Lien may extend to or cover any Property other than the
Property being acquired and improvements and accessions thereto and proceeds
thereof, (ii) no such renewal or refinancing may extend to or cover any Property
not previously subject to the Lien being renewed or refinanced, (iii) the
Indebtedness secured thereby does not exceed the cost or fair market value,
whichever is lower, of the Property being acquired on the date of acquisition
and (iv) the aggregate purchase price or Indebtedness incurred to finance the
same secured by all such purchase-money Liens shall not exceed $10,000,000 at
any one time outstanding;

     

    (g)         Liens
expressly permitted by Section 5.10(c)(x);

     

    (h)         Liens
securing Indebtedness permitted by Section 6.01(h); provided that any
such Liens attach only to the Property being financed pursuant to such
Indebtedness and do not encumber any other Property of any Borrower Party;
and

     

    (i)         in
the case of FS SPE 2, Liens created by the Free State Acquisition Documents as
in effect on the Effective Date.

     

    SECTION
6.03     Fundamental Changes;
Limitations on Business; Limited Purpose of the Parent.

     


    
      
         


      

      
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    (a)         It
will not, and will not permit any of its Restricted Subsidiaries, FS SPE 2 or
NEJD SPE 2 to, merge into or consolidate with any other Person, or permit any
other Person to merge into or consolidate with it, or sell, transfer, lease or
otherwise dispose of (in one transaction or in a series of transactions) all or
substantially all of its assets, or all or substantially all of the Equity
Interests of any of its Restricted Subsidiaries, FS SPE 2 or NEJD SPE 2 (in each
case, whether now owned or hereafter acquired), or liquidate or dissolve, except
in the case of FS SPE 2 pursuant to the Free State ROFR Agreement, except (other
than in respect of, FS SPE 2 or NEJD SPE 2) for transactions permitted by
Section 6.06, and except (other than in respect of FS SPE 2 or NEJD SPE 2) that,
if at the time thereof and immediately after giving effect thereto no Default
shall have occurred and be continuing xii) any Restricted Subsidiary of the
Borrower may merge into the Borrower in a transaction in which the Borrower is
the surviving corporation, xiii) any Restricted Subsidiary of the Borrower may
merge into any other Restricted Subsidiary of Borrower in a transaction in which
the surviving entity is a Borrower Party and xiv) any immaterial Subsidiary may
liquidate or dissolve if the Borrower determines in good faith that such
liquidation or dissolution is in the best interests of the Borrower and is not
materially disadvantageous to the Issuing Banks or the Lenders; provided that any
such merger involving a Person that is not a Wholly Owned Subsidiary immediately
prior to such merger shall not be permitted unless also permitted by Section
6.04.

     

    (b)         It
will not and will not permit any of its subsidiaries or Joint Ventures to engage
to any material extent in any business other than xv) refining services,
gathering, transporting (by barge, pipeline, ship, truck or other modes of
transportation), terminalling, storing, producing, acquiring, developing,
exploring for, processing, dehydrating, marketing, trading, fractionating and
otherwise handling hydrocarbons (including crude oil, natural gas, condensate,
natural gas liquids, liquefied natural gas, refined petroleum products and
petrochemicals), sulfur, sodium chloride, carbon dioxide, sodium hydrosulfide
and caustic soda, including constructing pipeline, platform, dehydration,
processing and other related facilities, activities, services or derivative
products related or ancillary thereto, xvi) businesses of the type conducted by
it and its subsidiaries and Joint Ventures as of the date of this Agreement and
businesses reasonably related thereto, xvii) bulk commodity transportation that
the Sellers or the Acquired Companies (each as defined in the Davison
Contribution and Sale Agreement) have historically transported, xviii) any other
businesses as long as the consolidated total assets principally relating to such
other businesses, taken together, would not constitute greater than 5% of
consolidated total assets, xix) in the case of NEJD SPE 1 and NEJD SPE 2, the
transactions evidenced by the NEJD Transaction Documents and the NEJD
Intercompany Financing Agreements as in effect on the date hereof, or as amended
as permitted by the Loan Documents and xx) in the case of FS SPE 1 and FS SPE 2,
the transactions evidenced by the FS Acquisition Documents, as
amended.

     

    (c)         It
will not permit any Restricted Subsidiary which is a general partner in or owner
of a general partnership interest in an Unrestricted Subsidiary or a Joint
Venture to acquire any Property after the Effective Date (or, if later, the date
of acquisition or formation of such Joint Venture) except for distributions made
to it by such Unrestricted Subsidiary or Joint Venture or other rights or
interests relating to such Unrestricted Subsidiary or Joint Venture; or permit
any Restricted Subsidiary which is a general partner in or owner of a general
partnership interest in an Unrestricted Subsidiary or Joint Venture to engage in
any business or activity other than holding the Equity Interest in and other
rights or interests relating to such Unrestricted Subsidiary or Joint Venture
held by it on the Effective Date (or, if later, the date of formation or
acquisition of such Joint Venture).   With respect to
Unrestricted Subsidiaries and Joint Ventures formed after the Effective Date, it
will not, and will not permit any other Borrower Party to, permit any Restricted
Subsidiary to be the general partner in or owner of a general partnership
interest in such Joint Venture or Unrestricted Subsidiary, unless such
Restricted Subsidiary is a corporation or a limited liability
company.

     

    
      
         


      

      
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    (d)         It
will not and will not permit any of its subsidiaries or Joint Ventures to
Control, or own directly or indirectly any Equity Interests in, the General
Partner.

     

    (e)         Notwithstanding
anything to the contrary set forth in the Loan Documents other than Section
10.17, the Parent shall not (i) own any Equity Interests other than Equity
Interests in the Borrower and NEJD SPE 1 (and Finance Co, after its formation),
(ii) own Property such that if it were a Restricted Subsidiary, such ownership
would result in it owning tangible Property having a fair market value in excess
of 5% of the aggregate fair market value of all tangible Property of the Parent
and its Restricted Subsidiaries, (iii) consolidate with or merge with or into
any Person; or (iv) fail to hold itself out to the public as a legal entity
separate and distinct from all other Persons.

     

    (f)         Notwithstanding
anything to the contrary set forth in the Loan Documents, the Parent and the
other Borrower Parties shall be permitted to enter into (i) intercompany
receivables and payables arrangements with other Borrower Parties that are in
the ordinary course of business and are consistent with past practice and (ii)
performance guarantees permitted by Section 5.13(c).

     

    (g)         (i)
it will not permit FS SPE 1 or FS SPE 2 to (A) enter into any business or
transactions other than the FS Acquisition, the FS Acquisition Documents and the
Loan Documents to which FS SPE 1 is a party, and activities incidental to the
foregoing or (B) own Property except as is necessary to conduct the business and
transactions described in clause (i)(A); and (ii) it will not permit NEJD
SPE 1 or NEJD SPE 2 to (A) enter into any business or transactions
other than the NEJD Transaction, the NEJD Transaction Documents (as in effect on
the date hereof or as amended in accordance with the Loan Documents), the NEJD
Intercompany Financing Agreements and the Loan Documents related thereto, and
activities incidental to the foregoing or (B) own Property except as is
necessary to conduct the business and transactions described in clause
(ii)(A).

     

    SECTION
6.04    Investments, Loans,
Advances, and Guarantees.  It will not, and will not permit any
of its Restricted Subsidiaries to, purchase, hold or acquire (including pursuant
to any merger with any Person that was not a Wholly Owned Subsidiary prior to
such merger) any Equity Interest, evidences of Indebtedness or other securities
(including any option, warrant or other right to acquire any of the foregoing)
of, make or permit to exist any loans or advances to, Guarantee any obligations
of, or make or permit to exist any Investment or any other interest in, any
other Person, except:

     

    (a)         Permitted
Investments;

     

    
      
         


      

      
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    (b)         Investments
by it existing on the date hereof in the amounts existing on the November 2006
Effective Date, and additional Investments in the Equity Interests of its
Restricted Subsidiaries;

     

    (c)         loans
or advances made by the Parent or the Borrower to any
Restricted Subsidiary of the Borrower and by any Restricted Subsidiary of the
Borrower to the Borrower or to any other Restricted Subsidiary of the
Borrower;

     

    (d)         performance
Guarantees issued by any Borrower Party guaranteeing the obligations of (i) the
Borrower or any Restricted Subsidiary of the Borrower and by any Restricted
Subsidiary of the Borrower guaranteeing the obligations of the Borrower or any
other Restricted Subsidiary of the Borrower and (ii) Unrestricted Subsidiaries
as permitted by Section 5.13(c);

     

    (e)         Guarantees
constituting Indebtedness permitted by Section 6.01;

     

    (f)         Permitted
Acquisitions;

     

    (g)         Investments
in Permitted Joint Ventures or Unrestricted Subsidiaries (in addition to the
Investments described in clause (b) above and clause (k) below), in an amount
not to exceed $10,000,000 in the aggregate during the term of this
Agreement;

     

    (h)         Investments
evidenced by Hedging Agreements permitted by Section 6.07;

     

    (i)         the
contribution by the Borrower or any Restricted Subsidiary of the Equity
Interests owned by it in a Joint Venture to another Joint Venture or the
investment by the Borrower or any Restricted Subsidiary in another Joint Venture
to the extent made with Equity Interests in a Joint Venture owned by it as long
as (i) the Borrower or such Restricted Subsidiary receives in exchange equity
interests in such transferee Joint Venture and (ii) unless otherwise agreed by
the Required Lenders, if the transferred Equity Interests are subject to a Lien
under the Loan Documents, the equity interests received in exchange become
subject to a Lien under the Loan Documents;

     

    (j)         Investments
xxi) consisting of extensions of credit in the nature of accounts receivable
arising from the grant of trade credit in the ordinary course of business and
Investments by the Borrower or any other Borrower Party in satisfaction or
partial satisfaction thereof from financially troubled account debtors to
prevent or limit financial loss or xxii) consisting of the acquisition of
securities in connection with the bankruptcy or reorganization of suppliers and
customers; and

     

    (k)         (i)
an equity contribution to FS SPE 2 in an aggregate amount not to exceed
$50,000,000 during the term of this Agreement and (ii) a term loan made by NEJD
SPE 1 to NEJD SPE 2 in a principal amount equal to $175,000,000, made on the
Effective Date pursuant to the terms of the NEJD Intercompany Note, for the
purpose of enabling NEJD SPE 2 to pay an equal amount to Onshore pursuant to the
NEJD Transaction Documents on the Effective Date; provided, that such
loan shall at all times be evidenced by the NEJD Intercompany Note and be
secured by the NEJD Intercompany Collateral pursuant to the NEJD Intercompany
Security Documents.

     

    
      
         


      

      
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    SECTION
6.05    Acquisitions.  It
will not, and will not permit any of its Restricted Subsidiaries to, purchase or
otherwise acquire (in one transaction or a series of transactions) any assets of
any other Person outside of the ordinary course of business except (a) Permitted
Acquisitions, (b) Organic Growth and (c) Investments permitted pursuant to
Section 6.04.

     

    SECTION
6.06     Sale of
Assets.  It will not, and will not permit any of its Restricted
Subsidiaries to, enter into any Divestiture or any other conveyance, sale,
lease, sublease, assignment, transfer, or other disposition of any Property,
except:

     

    (a)         sales
of inventory and cash or Permitted Investments in the ordinary course of
business;

     

    (b)         disposition
of used, worn out, obsolete or surplus Property in the ordinary course of
business;

     

    (c)         leases
of Real Property or personal Property to third parties in the ordinary course of
business;

     

    (d)         any
disposition of assets by any Restricted Subsidiary of the Borrower to the
Borrower or any other Restricted Subsidiary of the Borrower;

     

    (e)         transfers
of assets into a Joint Venture or Unrestricted Subsidiary so long as such Joint
Venture or Unrestricted Subsidiary is permitted pursuant to Section 6.04; provided that the
fair market value of the assets transferred shall count against the amount of
investments permitted by Section 6.04(g);

     

    (f)         the
sale or other disposition of any Unrestricted Subsidiary, other than FS SPE 2
or NEJD SPE 2, or
any Joint Venture;

     

    (g)         sales
or discounts of overdue accounts receivable in the ordinary course of business
in connection with the compromise or collection thereof; and

     

    (h)         as
long as no Default or Event of Default has occurred and is continuing or would
result therefrom, the Borrower Parties may sell or otherwise dispose of Property
(other than Equity Interests in FS SPE 2 or NEJD SPE 2) if 100% of the
consideration therefor is cash paid to a Borrower Party; provided, that the
aggregate cash proceeds (excluding customary fees, expenses, costs and Taxes
paid in connection with the consummation of such sale or disposition) received
by the Borrower Parties in any twelve month period resulting from all such sales
or dispositions shall not exceed $10,000,000.

     

    To the
extent the Required Lenders waive the provisions of this Section 6.06 with
respect to the sale of any Collateral, or any Collateral is sold as permitted by
this Section 6.06, such Collateral (unless sold to a Borrower Party) shall be
sold free and clear of the Liens created by the Security Documents, and the
Administrative Agent shall take all actions it deems appropriate in order to
effect the foregoing.

     


    
      
         


      

      
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    SECTION
6.07    Hedging
Agreements.  It will not, and will not permit any of its
subsidiaries or Joint Ventures to, enter into any Hedging Agreement, except for
Hedging Agreements that are for the sole purpose of hedging in the normal course
of business consistent with industry practices and not for speculative
purposes.

     

    SECTION
6.08    Restricted
Payments.  It will not, and will not permit any of its
Restricted Subsidiaries to, declare or make, or agree to pay or make, directly
or indirectly, any Restricted Payment, except ll) any Restricted Subsidiary of
the Borrower may declare and make Restricted Payments to the Borrower and its
Restricted Subsidiaries, and NEJD SPE 1 may declare and make Restricted Payments
to the Parent and mm) the Borrower may make Restricted Payments to holders of
its Equity Interests and the Parent may make Restricted Payments to the owners
of its Equity Interests once per fiscal quarter, in each case set forth in this
clause (b), to the extent of the amount of Distributable Cash for such quarter;
provided, with
respect to clauses (a) and (b) above, that no Default has occurred and is
continuing or would result therefrom.

     

    SECTION
6.09     Transactions with
Affiliates.  It will not, and will not permit any of its
Restricted Subsidiaries to, sell, lease or otherwise transfer any Property or
assets to, or purchase, lease or otherwise acquire any Property or assets from,
or otherwise engage in any other transactions with, any of its Affiliates,
except nn) in the ordinary course of business at prices and on terms and
conditions not less favorable to it or such Restricted Subsidiary than could be
obtained on an arm’s-length basis from unrelated third parties, oo) transactions
between or among the Borrower Parties not involving any other Affiliate, pp) any
Restricted Payment permitted by Section 6.08,  and qq) pursuant to
agreements that are in effect as of the Effective Date, as set forth on Schedule
6.09.

     

    SECTION
6.10     Restrictive
Agreements.  It will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit
to exist any agreement or other arrangement, other than the Loan Documents, that
prohibits, restricts or imposes any condition upon rr) except for Liens on
Equity Interests in Joint Ventures owned by a Restricted Subsidiary created by
the customary provisions in Joint Venture agreements and other similar
agreements applicable to Joint Ventures or created by agreements evidencing
Indebtedness of Joint Ventures, the ability of it or any of its Restricted
Subsidiaries to create, incur or permit to exist any Lien upon any of its
Property or assets, or ss) the ability of any of its Restricted Subsidiaries to
make Restricted Payments with respect to any of its Equity Interests or to make
or repay loans or advances to it or any other Restricted Subsidiary or it or any
of its Restricted Subsidiaries to Guarantee Indebtedness of it or any other
Restricted Subsidiary; provided that (1) the
foregoing shall not apply to restrictions and conditions imposed by law or by
this Agreement, (2) the foregoing shall not apply to customary restrictions and
conditions contained in agreements relating to the sale of a subsidiary pending
such sale, provided such
restrictions and conditions apply only to the subsidiary that is to be sold and
such sale is permitted hereunder, (3) clause (a) of the foregoing shall not
apply to customary provisions in leases and other contracts restricting the
assignment thereof, (4) clause (a) above shall not apply to such prohibitions,
restrictions and conditions contained in the Free State Acquisition Documents
applicable to FS SPE 1, subject to the limitations on amendment set forth in the
Loan Documents, and so long as the Liens created under the Security Documents
are not prohibited, restricted or conditioned in any manner, and (5) clause (a)
above shall not apply to such prohibitions, restrictions and conditions
contained in the NEJD Transaction Documents applicable to NEJD SPE 1, subject to
the limitations on amendment set forth in the Loan Documents, and so long as the
Liens created under the Security Documents are not prohibited, restricted or
conditioned in any manner (other than a condition requiring the execution of the
NEJD Consent which has been satisfied as of the Effective Date).

     

    
      
         


      

      
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    SECTION
6.11    Limitation on Modifications
of Material Agreements.  It will not and will not permit its
Restricted Subsidiaries, FS SPE 2 or NEJD SPE 2 to tt) amend, modify or change,
or consent to any amendment, modification or change to, any of the terms of any
Material Agreement, any Free State Acquisition Document or any NEJD Transaction
Document, or uu) amend, modify or change, or consent to any amendment,
modification or change to, any of the terms of its or their Organizational
Documents, including the Partnership Agreement, except, with respect to clauses
(a) and (b) above (provided that this exception shall not be applicable in
respect of any NEJD Transaction Document or the Organizational Documents of NEJD
SPE 2) to the extent the same, individually or in the aggregate, could not
reasonably be expected to have an adverse effect on the Administrative Agent,
the Issuing Banks or the Lenders.

     

    SECTION
6.12    Creation of
Subsidiaries.  It will not, and will not permit any of its
subsidiaries or Joint Ventures to, at any time create or acquire any vv)
Restricted Subsidiary unless (1) such Restricted Subsidiary is a Wholly Owned
Subsidiary of Borrower (or, in the case of Finance Co or NEJD SPE 1, a Wholly
Owned Subsidiary of the Parent), (2) it has caused such Restricted Subsidiary to
comply with the requirements of Sections 5.10 and 5.11, and (3) such creation or
acquisition complies with Section 6.04; ww) Unrestricted Subsidiary or Joint
Venture except as permitted pursuant to Section 6.04; or xx) any Foreign
Subsidiary (other than the First Amendment Foreign Subsidiaries) without the
prior written consent of the Required Lenders. Notwithstanding the foregoing, it
will not permit any Unrestricted Subsidiary to own, directly or indirectly, any
Equity Interests in any Restricted Subsidiary.

     

    SECTION
6.13    Limitation on
Leases.  It will not and will not permit any of its Restricted
Subsidiaries to create, incur, assume or suffer to exist any obligation for the
payment of rent or hire of Property of any kind whatsoever (real or personal but
excluding Capital Lease Obligations and leases of hydrocarbon interests
otherwise permitted under this Agreement), under operating leases that would
cause the aggregate amount of all payments made by it and its Restricted
Subsidiaries pursuant to all such leases including any residual payments at the
end of any lease, to exceed $25,000,000 in any period of twelve consecutive
calendar months during the life of such leases.

     

    SECTION
6.14     Sale and
Leasebacks.  It will not and will not permit any of its
Restricted Subsidiaries to enter into any arrangement, directly or indirectly,
with any Person whereby it or any of its Restricted Subsidiaries shall sell or
transfer any of its Property, whether now owned or hereafter acquired, and
whereby it or any of its Restricted Subsidiaries shall then or thereafter rent
or lease such Property or any part thereof or other Property that it or such
Restricted Subsidiary intend to use for substantially the same purpose or
purposes as the Property sold or transferred.

     


    
      
         


      

      
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    SECTION
6.15     Financial Condition
Covenants.

     

    (a)         Leverage
Ratio.  The Parent will not permit its Consolidated Leverage
Ratio to be in excess of 5.50 to 1 at any time; provided that, upon
the consummation of a Material Acquisition that is a Permitted Acquisition, the
Parent will not permit such ratio to exceed 6.00 to 1.00 until the end of the
last day of the third full fiscal quarter of the Borrower after the consummation
of such Material Acquisition, at which time the maximum Leverage Ratio permitted
to be maintained by the Parent will automatically revert back to 5.50 to
1.

     

    (b)         Debt Service
Coverage.  The Parent will not permit its Consolidated Debt
Service Coverage Ratio to be less than 3.00 to 1.00 at any time; provided that, upon
the consummation of a Material Acquisition that is a Permitted Acquisition, the
Parent will not permit such ratio to be less than 2.75 to 1.00 until the end of
the last day of the third full fiscal quarter of the Borrower after the
consummation of such Material Acquisition, at which time the lowest Debt Service
Coverage Ratio permitted to be maintained by the Parent will automatically
revert back to 3.00 to 1.00.

     

    (c)         Capitalization.  The
Parent will not permit its Consolidated Capitalization Ratio to be greater than
0.65 to 1.00 at any time; provided that, upon
the consummation of a Material Acquisition that is a Permitted Acquisition, the
Parent will not permit such ratio to exceed 0.80 to 1.00 until the end of the
last day of the third full fiscal quarter of the Borrower after the consummation
of such Material Acquisition, at which time the maximum Capitalization Ratio
permitted to be maintained by the Parent will automatically revert back to 0.65
to 1.00.

     

    SECTION
6.16    Gas
Imbalances.  It will not, and will not permit any of its
Restricted Subsidiaries to, allow the incurrence of any gas imbalances other
than those arising in the ordinary course of business and those that on a net
basis could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.

     

    SECTION
6.17     Accounting Changes; Fiscal
Year.  It will not and will not permit any of its Restricted
Subsidiaries to yy) make any material change in accounting treatment or
reporting practices, except as required by GAAP or zz) change the fiscal year of
such Person.

     

    SECTION
6.18     Control
Agreements.  Neither it nor any of its Restricted Subsidiaries
shall open any deposit account, securities account or commodities account
without subjecting such account to a First Priority Lien in favor of the
Administrative Agent for the benefit of the Secured Parties, pursuant to a
Control Agreement in form and substance satisfactory to the Administrative
Agent; provided, that the
Borrower Parties shall be permitted to maintain operating accounts not subject
to the requirements of this Section 6.18 if the aggregate balance of such
accounts does not exceed $150,000 at any time.

     

    SECTION
6.19     Prepayments on
Indebtedness.  It will not and will not permit any of its
Restricted Subsidiaries to, directly or indirectly make (or give any notice in
respect of) any voluntary or optional payment or prepayment on or redemption or
acquisition for value of, any prepayment or redemption as a result of any asset
sale, change of control or similar event of, any outstanding Indebtedness,
except prepayments of the Secured Obligations, prepayments of immaterial
Indebtedness in the ordinary course of business, or as otherwise permitted by
this Agreement.

     

    
      
         


      

      
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    SECTION
6.20    Limitation on Issuance of
Capital Stock.  It will not, with respect to the Borrower or
any Restricted Subsidiary, permit such Person to issue any Equity Interest (by
way of sales of treasury stock) or any options or warrants to purchase, or
securities convertible into, any Equity Interest, except aaa) for stock splits,
stock dividends and additional issuances of Equity Interests which do not
decrease the percentage ownership of Borrower or any Restricted Subsidiary in
any class of the Equity Interest of such Restricted Subsidiary and bbb)
Restricted Subsidiaries formed after the date of this Agreement in accordance
with Section 6.12 may issue Equity Interests to Borrower or any other Restricted
Subsidiary which is to own such Equity Interests.  All Equity
Interests issued in accordance with this Section 6.20 shall, to the extent
required by Sections 5.10 and 5.11 or any Security Document, be delivered to the
Administrative Agent for pledge pursuant to the applicable Security
Document.

     

    SECTION
6.21     Anti-Terrorism Law;
Anti-Money Laundering.

     

    (a)         It
will not and will not permit any of its subsidiaries or Joint Ventures to,
directly or indirectly, i) knowingly conduct any business or engage in making or
receiving any contribution of funds, goods or services to or for the benefit of
any Person described in Section 3.24, ii) knowingly deal in, or otherwise engage
in any transaction relating to, any Property or interests in Property blocked
pursuant to the Executive Order or any other Anti-Terrorism Law, or iii)
knowingly engage in or conspire to engage in any transaction that evades or
avoids, or has the purpose of evading or avoiding, or attempts to violate, any
of the prohibitions set forth in any Anti-Terrorism Law (and it and its
subsidiaries shall deliver to the Lenders any certification or other evidence
requested from time to time by any Lender in its reasonable discretion,
confirming their compliance with this Section 6.21).

     

    (b)         It
will not and will not permit any of its subsidiaries or Joint Ventures to cause
or permit any of the funds of any Borrower Party that are used to repay the
Loans to be derived from any unlawful activity with the result that the making
of the Loans would be in violation of any law.

     

    (c)         Notwithstanding
anything in Section 6.21(a) or (b) to the contrary, such covenants and
agreements to the extent related to any Person that is not a Borrower Party
shall not be deemed breached unless the circumstances giving rise to such breach
could, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect or otherwise adversely affect the Lenders.

     

    SECTION
6.22     Embargoed
Person.  It will not and will not permit any of its
subsidiaries or Joint Ventures to cause or permit ccc) any of the funds or
properties of the Borrower Parties that are used to repay the Loans to
constitute Property of, or be beneficially owned directly or indirectly by, any
person subject to sanctions or trade restrictions under United States law
(“Embargoed
Person” or “Embargoed Persons”)
that is identified on (1) the “List of Specially Designated Nationals and
Blocked Persons” maintained by OFAC and/or on any other similar list maintained
by OFAC pursuant to any authorizing statute including, but not limited to, the
International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The
Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or
Requirement of Law promulgated thereunder, with the result that the investment
in the Borrower Parties (whether directly or indirectly) is prohibited by a
Requirement of Law, or the Loans made by the Lenders would be in violation of a
Requirement of Law or (2) the Executive Order, any related enabling legislation
or any other similar Executive Orders or ddd) any Embargoed Person to have any
direct or indirect interest, of any nature whatsoever in the Borrower Parties,
with the result that the investment in the Borrower Parties (whether directly or
indirectly) is prohibited by law or the Loans are in violation of any law,
except, with respect to actions of any Unrestricted Subsidiary or Joint Venture,
as could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect or otherwise adversely affect the Lenders.

     


    
      
         


      

      
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    SECTION
6.23     Excess
Cash.  If, collectively, the Parent and the Restricted
Subsidiaries, on a consolidated basis, shall at any time own cash or Permitted
Investments in an aggregate amount exceeding $20,000,000 for a period of time of
ten consecutive days, the Borrower shall prepay outstanding ABR Loans in the
amount of such excess (to the extent such excess continues to exist) on such
tenth day, and such prepayment shall be subject to the provisions of Section
2.11.   Without limiting the first sentence of this Section 6.23,
if, collectively, the Parent and the Restricted Subsidiaries, on a consolidated
basis, shall at any time own cash or Permitted Investments in an aggregate
amount exceeding $20,000,000 for a period of time exceeding ten consecutive
days, the Borrower shall prepay outstanding Eurodollar Loans in the amount of
such excess (to the extent such excess continues to exist) on the earlier of (a)
the date that is sixty days after any such excess first existed and (b) the
first occurrence of the end of an Interest Period for outstanding Eurodollar
Borrowings, and such prepayment shall be subject to the provisions of Section
2.11.

     

    ARTICLE
VII

     

    EVENTS OF
DEFAULT

     

    SECTION
7.01     Events of
Default.  If any of the following events (each, an “Event of Default”)
shall occur:

     

    (a)         the
Borrower shall fail to pay any principal of any Loan or any reimbursement
obligation in respect of any LC Disbursement when and as the same shall become
due and payable, whether at the due date thereof or at a date fixed for
prepayment (whether voluntary or mandatory) thereof or by acceleration thereof
or otherwise;

     

    (b)         the
Borrower shall fail to pay any interest on any Loan or the Borrower or any other
Borrower Party or the General Partner shall fail to pay any fee or any other
amount (other than an amount referred to in clause (a) of this Article) payable
under this Agreement or any other Loan Document, when and as the same shall
become due and payable, and such failure shall continue unremedied for a period
of three Business Days;

     

    (c)         any
representation or warranty made or deemed made by or on behalf of the Borrower,
the Parent, the General Partner or any Subsidiary in or in connection with any
Loan Document or any amendment or modification thereof or waiver thereunder, or
in any report, certificate, financial statement or other document furnished
pursuant to or in connection with any Loan Document or any amendment or
modification hereof or waiver thereunder, shall prove to have been false or
misleading in any material respect when so made, deemed made or
furnished;

     


    
      
         


      

      
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    (d)         the
Parent or the Borrower shall fail to observe or perform any covenant, condition
or agreement contained in Section 5.02, Section 5.03 (with respect to the
Parent’s or the Borrower’s existence), Section 5.04, the last sentence of
Section 5.06, Section 5.08, Section 5.14 or in Article VI;

     

    (e)         any
Borrower Party or the General Partner shall fail to observe or perform any
covenant, condition or agreement contained in any Loan Document (other than
those specified in clause (a), (b) or (d) of this Article), and such failure
shall continue unremedied for a period of thirty days after receipt of written
notice thereof from the Administrative Agent or any Lender;

     

    (f)         the
Parent, the Borrower or any Restricted Subsidiary shall fail to make any payment
(whether of principal or interest and regardless of amount) in respect of any
Material Indebtedness, when and as the same shall become due and payable (other
than the Secured Obligations);

     

    (g)         the
Parent, the Borrower or any Restricted Subsidiary shall fail to observe or
perform any other term, covenant, condition or agreement contained in any
agreement or instrument evidencing or governing such Indebtedness, which failure
results in, or any event or condition occurs that results in, any Material
Indebtedness becoming due prior to its scheduled maturity or that enables or
permits (with or without the giving of notice, the lapse of time or both) the
holder or holders of any Material Indebtedness or any trustee or agent on its or
their behalf to cause any Material Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity;

     

    (h)         an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking i) liquidation, reorganization or other relief in respect of the
General Partner, the Parent, the Borrower, any Guarantor or any Subsidiary or
its debts, or of a substantial part of its assets, under any Federal, state or
foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect or ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the General Partner, the Parent, the
Borrower, any Guarantor or any Subsidiary or for a substantial part of its
assets, and, in any such case, such proceeding or petition shall continue
undismissed for sixty days or an order or decree approving or ordering any of
the foregoing shall be entered;

     

    (i)         the
General Partner, the Parent, the Borrower, any Guarantor or any Subsidiary shall
iii) voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
iv) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in clause (h) of this
Article, v) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the General
Partner, the Parent, the Borrower, any Guarantor or any Subsidiary or for a
substantial part of its assets, vi) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, vii) make a
general assignment for the benefit of creditors or viii) take any action for the
purpose of effecting any of the foregoing;

     

    
      
         


      

      
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    (j)         the
General Partner, the Parent, the Borrower, any Guarantor or any Subsidiary shall
become unable, admit in writing its inability or fail generally to pay its debts
as they become due;

     

    (k)         one
or more judgments for the payment of money in an aggregate amount in excess of
$5,000,000 shall be rendered against the Parent, any Subsidiary or any
combination thereof and the same shall remain undischarged, unvacated or
unbonded for a period of thirty consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment
creditor to attach or levy upon any assets of the Parent or any Subsidiary to
enforce any such judgment;

     

    (l)         an
ERISA Event shall have occurred that, in the opinion of the Required Lenders,
when taken together with all other ERISA Events that have occurred, could
reasonably be expected to result in liability of the Parent and its Subsidiaries
in an aggregate amount exceeding $2,000,000;

     

    (m)       a
Change in Control shall occur;

     

    (n)         any
Loan Document or any material provision thereof after delivery thereof shall for
any reason, except to the extent permitted by the terms thereof (or as waived by
the Lenders in accordance with Section 10.02), cease to be valid, binding and
enforceable in accordance with its terms against the Borrower, the General
Partner, the Parent, any Guarantor or any Subsidiary party thereto or shall be
repudiated by any of them, or the Borrower, the General Partner, the Parent, any
Guarantor or any Subsidiary shall so state in writing;

     

    (o)         any
security interest or Lien purported to be created and granted by any Security
Document with respect to any Collateral shall cease to be in full force and
effect, or shall cease to give the Administrative Agent, for the benefit of the
Secured Parties, the Liens, rights, powers and privileges purported to be
created and granted under such Security Document (including a perfected First
Priority security interest and Lien on all of such Collateral (except as
otherwise expressly provided in this Agreement or such Security Document)) in
favor of the Administrative Agent, or shall be asserted by the Borrower or any
other Borrower Party or the General Partner not to be a valid, perfected, First
Priority (except as otherwise expressly provided in this Agreement or such
Security Document) security interest in or Lien on such Collateral;

     

    (p)         the
Borrower Parties shall be collectively subject to any Environmental Liability in
excess of $5,000,000, other than those Environmental Liabilities disclosed to
the Administrative Agent and the Lenders prior to the Effective
Date;

     

    (q)         the
General Partner shall voluntarily liquidate or dissolve;

     

    (r)         (i)
the Free State Transportation Services Agreement or the Free State Denbury
Guaranty shall be terminated or modified in a manner having similar effect
(collectively, “Terminated” or “Termination”, as
applicable), except (A) upon expiration of the stated term of the Free State
Transportation Services Agreement or (B) upon exercise of an FS Onshore
Purchase Right; provided that if upon
such Termination, FS SPE 1 receives from FS SPE 2 the FS Borrowing Base
Attributable Amount for the then applicable Test Period, then such termination
shall not constitute an Event of Default under this Section
7.01(r).

     

    
      
         


      

      
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    (s)         (i)
any event or condition occurs as a result of any action or failure to act by
NEJD SPE 2 or any Borrower Party that would enable Onshore or its assignee to
exercise any of the NEJD Onshore Purchase Rights (as defined in the NEJD
Consent); or (ii) Denbury, Onshore, any Borrower Party or NEJD SPE 2 shall
fail to observe or perform any term, covenant, condition or agreement contained
in the NEJD Consent;

     

    (t)         (i)
NEJD SPE 2 shall fail to make any payment (whether of principal or interest or
any other amount and regardless of amount) in respect of any NEJD Intercompany
Financing Agreement, within two (2) days after the same shall become due and
payable; or (ii) NEJD SPE 2 shall fail to observe or perform any term, covenant,
condition or agreement contained in any NEJD Intercompany Financing Agreement or
the NEJD Intercompany Consent, which failure results in, or any event or
condition occurs that results in, the NEJD Intercompany Note becoming due prior
to its scheduled maturity or that enables or permits (with or without the giving
of notice, the lapse of time or both) the holder or holders of the NEJD
Intercompany Note or any trustee or agent on its or their behalf to cause the
NEJD Intercompany Note to become due, or to require the prepayment, repurchase,
redemption or defeasance thereof, prior to its scheduled maturity;

     

    (u)         any
security interest or Lien purported to be created and granted by any NEJD
Intercompany Security Document with respect to any NEJD Intercompany Collateral
shall cease to be in full force and effect, or shall cease to give NEJD SPE 1
the Liens, rights, powers and privileges purported to be created and granted
under such NEJD Intercompany Security Document (including a perfected First
Priority security interest and Lien on all of such NEJD Intercompany Collateral
(except as otherwise expressly provided in the NEJD Intercompany Note or such
NEJD Intercompany Security Document)) in favor of NEJD SPE 1, or shall be
asserted by NEJD SPE 2 or any Borrower Party or the General Partner not to be a
valid, perfected, First Priority (except as otherwise expressly provided in the
NEJD Intercompany Note or such NEJD Intercompany Security Document) security
interest in or Lien on such NEJD Intercompany Collateral;

     

    (it being
understood that any event or occurrence described in clauses (s) through (u)
above (other than failures to promptly pay amounts due that do not constitute
principal or interest under the NEJD Intercompany Note) shall not be deemed an
Event of Default if payment in full of the NEJD Intercompany Note has occurred
in accordance with the terms thereof, and any Event of Default pursuant to
clauses (s) through (u) above (other than failures to promptly pay amounts due
that do not constitute principal or interest under the NEJD Intercompany Note)
may be immediately cured by payment in full of the NEJD Intercompany Note in
accordance with the terms thereof)

    


    then, and
in every such event (other than an event described in clause (h) or (i) of this
Article), and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders shall, by
notice to the Borrower, take any or all of the following actions, at the same or
different times:  (1) terminate the Committed Amounts, and thereupon
the Committed Amounts shall terminate immediately, (2) declare the Loans then
outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall become  due and
payable immediately, without presentment, demand, protest, notice of intent to
accelerate, notice of acceleration, or other notice of any kind, all of which
are hereby waived by the Borrower, and (3) enforce any and all security
interests, Liens and other remedies pursuant to the Security Documents; and in
case of any event described in clause (h) or (i) of this Article, the Committed
Amounts shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest, notice of intent to
accelerate, notice of acceleration, or other notice of any kind, all of which
are hereby waived by the Borrower, and the Administrative Agent may, and at the
request of the Required Lenders shall, enforce any and all security interests,
Liens and other remedies pursuant to the Security Documents.

     

    
      
         


      

      
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    SECTION
7.02    Application of
Proceeds.  The proceeds received by the Administrative Agent in
respect of any sale of, collection from or other realization upon all or any
part of the Collateral pursuant to the exercise by the Administrative Agent of
its remedies shall be applied, in full or in part, together with any other sums
then held by the Administrative Agent pursuant to this Agreement, promptly by
the Administrative Agent as follows:

     

    (a)         First, to the payment
of all reasonable costs and expenses, fees, commissions and taxes of such sale,
collection or other realization including compensation to the Administrative
Agent and its agents and counsel, and all expenses, liabilities and advances
made or incurred by the Administrative Agent or an Arranger in connection
therewith and all amounts for which the Administrative Agent or such Arranger is
entitled to indemnification pursuant to the provisions of any Loan Document,
together with interest on each such amount at the highest rate then in effect
under this Agreement from and after the date such amount is due, owing or unpaid
until paid in full;

     

    (b)         Second, to the
payment of all other reasonable costs and expenses of such sale, collection or
other realization including compensation to the other Lenders and their agents
and counsel and all costs, liabilities and advances made or incurred by the
other Lenders in connection therewith, together with interest on each such
amount at the highest rate then in effect under this Agreement from and after
the date such amount is due, owing or unpaid until paid in full;

     

    (c)         Third, without
duplication of amounts applied pursuant to clauses (a) and (b) above, to the
indefeasible payment in full in cash, pro rata, of interest and
other amounts constituting obligations hereunder (other than principal and
reimbursement obligations hereunder) and any fees, premiums and scheduled
periodic payments due under Secured Hedging Agreements and any interest accrued
thereon, in each case equally and ratably in accordance with the respective
amounts thereof then due and owing;

     


    
      
         


      

      
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    (d)         Fourth, to the
indefeasible payment in full in cash, pro rata, of the principal
amount of the obligations hereunder (including reimbursement obligations) and
any breakage, termination or other payments under Secured Hedging Agreements and
any interest accrued thereon; and

     

    (e)         Fifth, the balance,
if any, to the person lawfully entitled thereto (including the applicable
Borrower Party or its successors or assigns) or as a court of competent
jurisdiction may direct.

     

    In the
event that any such proceeds are insufficient to pay in full the items described
in clauses (a) through (e) of this Section 7.02, the Borrower Parties shall
remain liable, jointly and severally, for any deficiency.  Each
Borrower Party acknowledges the relative rights, priorities and agreements of
the Administrative Agent, the Arrangers, the Lenders and counterparties to
Secured Hedging Agreements, as set forth in this Agreement, including as set
forth in this Section 7.02.

     

    ARTICLE
VIII

    PARENT
GUARANTEE

     

    SECTION
8.01     Parent
Guarantee.

     

    (a)         The
Parent ix) absolutely, unconditionally and irrevocably, guarantees to the
Administrative Agent for the ratable benefit of the Lenders and their respective
successors, endorsees, transferees and assigns, the prompt and complete payment
and performance by the Borrower when due (whether at the stated maturity, by
acceleration or otherwise) of the Secured Obligations and x)indemnifies and
holds harmless each Lender from, and agrees to pay to such Lender, all
reasonable costs and expenses (including reasonable counsel fees and expenses)
incurred by such Lender in enforcing any of its rights under the guarantee
contained in this Section 8.01.  The Parent agrees that
notwithstanding any stay, injunction or other prohibition preventing the payment
by the Borrower of all or any portion of the Secured Obligations and
notwithstanding that all or any portion of the Secured Obligations may be
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Borrower, such Secured
Obligations shall nevertheless be due and payable by the Parent for the purposes
of this guarantee at the time such Secured Obligations would by payable by the
Borrower under the provisions of this Agreement.  Notwithstanding the
foregoing, any enforcement of this guarantee with respect to the rights of any
Lender shall be accomplished by the Administrative Agent acting on behalf of
such Lender.  The guarantee contained in this Section 8.01 is a
guarantee of payment and not collection, and the liability of the Parent is
primary and not secondary.

     

    (b)         The
Parent agrees that if the maturity of the Secured Obligations is accelerated by
bankruptcy or otherwise, such maturity shall also be deemed accelerated for the
purpose of this guarantee without demand or notice to the Parent.  The
guarantee contained in this Section 8.01 is a continuing guarantee and shall
remain in full force and effect until all the Secured Obligations and the
obligations of the Parent under the guarantee contained in this Section 8.01
shall have been satisfied by payment in full in cash, no Letter of Credit shall
be outstanding and the Committed Amount shall be terminated, notwithstanding
that from time to time during the term of this Agreement the Borrower may be
free from any Secured Obligations.

     

    
      
         


      

      
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    (c)         No
payment made by the Borrower, the Parent, any other guarantor or any other
Person or received or collected by any Lender from the Borrower, the Parent, any
other guarantor or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application at any time or from time to time in
reduction of or in payment of the Secured Obligations shall be deemed to modify,
reduce, release or otherwise affect the liability of the Parent hereunder which
shall, notwithstanding any such payment (other than any payment made by the
Borrower or Parent in respect of the Secured Obligations or any payment received
or collected from the Borrower or Parent in respect of the Secured Obligations),
remain liable for the Secured Obligations until, subject to Section 8.05, the
Secured Obligations are paid in full in cash, no Letter of Credit shall be
outstanding and the Committed Amount are terminated.

     

    SECTION
8.02    Subrogation.  The
Parent shall be subrogated to all the rights of any Lender against the Borrower
in respect of any amounts paid by the Parent pursuant to the provisions of the
guarantee contained in Section 8.01; provided that the
Parent shall not be entitled to enforce or to receive any payments arising out
of, or based upon, such right of subrogation with respect to any of the Secured
Obligations until all of the Secured Obligations and the Guarantees thereof
shall have been indefeasibly paid in full in cash or discharged.

     

    SECTION
8.03     Amendments, etc. with
respect to the Secured Obligations.  The Parent shall remain
obligated hereunder notwithstanding that, without any reservation of rights
against the Parent and without notice to or further assent by the Parent, any
demand for payment of any of the Secured Obligations made by any Lender may be
rescinded by such Lender and any of the Secured Obligations continued, and the
Secured Obligations, or the liability of any other Person upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset
with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by any Lender, and any Loan Document and any other document executed
and delivered in connection therewith may be amended, modified, supplemented or
terminated, in whole or in part, as the Administrative Agent (or the Required
Lenders or all Lenders, as the case may be) may deem advisable from time to
time, and any Collateral security, guarantee or right of offset at any time held
by any Lender for the payment of the Secured Obligations may be sold, exchanged,
waived, surrendered or released.  Except as required by applicable
Governmental Requirements, no Lender shall have any obligation to protect,
secure, perfect or insure any Lien at any time held by it as security for the
Secured Obligations or for the guarantee contained in 0 or any Property subject
thereto.

     

    SECTION
8.04    Guarantee Absolute and
Unconditional.  To the fullest extent permitted by applicable
Governmental Requirements, the Parent hereby (1) waives diligence, presentment,
demand of payment, notice of intent to accelerate, notice of acceleration,
notice of acceptance, filing of claims with a court in the event of the merger,
insolvency or bankruptcy of the Borrower or the Parent, and all demands and
notices whatsoever, (2) acknowledges that any agreement, instrument or document
evidencing the Parent Obligations may be transferred and that the benefit of its
obligations hereunder shall extend to each holder of any agreement, instrument
or document evidencing the Parent Obligations without notice to them and (3)
covenants that the Parent Obligations will not be discharged except by complete
performance thereof.  The Parent further agrees that to the fullest
extent permitted by applicable Governmental Requirements, if at any time all or
any part of any payment theretofore applied by any Person to any of the Parent
Obligations is, or must be, rescinded or returned for any reason whatsoever,
including without limitation, the insolvency, bankruptcy or reorganization of
the Parent, such Parent Obligations shall, to the extent that such payment is or
must be rescinded or returned, be deemed to have continued in existence
notwithstanding such application, and the Parent Obligations shall continue to
be effective or be reinstated, as the case may be, as though such application
had not been made.

     

    
      
         


      

      
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    To the
fullest extent permitted by applicable Governmental Requirements, the
obligations of the Parent under this guarantee shall be as aforesaid full,
irrevocable, unconditional and absolute and shall not be impaired, modified,
discharged, released or limited by any occurrence or condition whatsoever,
including, without limitation, (i) any compromise, settlement, release, waiver,
renewal, extension, indulgence or modification of, or any change in, any of the
obligations and liabilities of the Borrower or the Parent contained in any of
the Secured Obligations or this Agreement, (ii) any impairment, modification,
release or limitation of the liability of the Borrower, the Parent or any of
their estates in bankruptcy, or any remedy for the enforcement thereof,
resulting from the operation of any present or future provision of any
applicable bankruptcy law, as amended, or other statute or from the decision of
any court, (iii) the assertion or exercise by the Borrower or the Parent of any
rights or remedies under any of the Secured Obligations or this Agreement or
their delay in or failure to assert or exercise any such rights or remedies,
(iv) the assignment or the purported assignment of any Property as security for
any of the Secured Obligations, including all or any part of the rights of the
Borrower or the Parent under this Agreement, (v) the extension of the time for
payment by the Borrower or the Parent of any payments or other sums or any part
thereof owing or payable under any of the terms and provisions of any of the
Secured Obligations or this Agreement or of the time for performance by the
Borrower or the Parent of any other obligations under or arising out of any such
terms and provisions or the extension or the renewal of any thereof, (vi) the
modification or amendment (whether material or otherwise) of any duty, agreement
or obligation of the Borrower or the Parent set forth in this Agreement, (vii)
the voluntary or involuntary liquidation, dissolution, sale or other disposition
of all or substantially all of the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of, or other similar
proceeding affecting, the Borrower or any of the Parent or any of their
respective assets, or the disaffirmance of any of the Secured Obligations, or
this Agreement in any such proceeding, (viii) the release or discharge of the
Borrower or the Parent from the performance or observance of any agreement,
covenant, term or condition contained in any of such instruments by operation of
law, (ix) the unenforceability of any of the Secured Obligations or this
Agreement, (x) any change in the name, business, capital structure, corporate
existence, or ownership of the Borrower or the Parent, or (xi) any other
circumstance which might otherwise constitute a defense available to, or a legal
or equitable discharge of, a surety or the Parent.

     

    SECTION
8.05     Reinstatement.  The
guarantee contained in Section 8.01 shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Secured Obligations is rescinded or must otherwise be restored or
returned by any Lender upon the insolvency, bankruptcy, dissolution, liquidation
or reorganization of the Borrower or the Parent, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Borrower or the Parent or any substantial part of its Property,
or otherwise, all as though such payments had not been made.

     


    
      
         


      

      
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    SECTION
8.06    Payments.  The
Parent hereby guarantees that payments hereunder will be paid to the
Administrative Agent without set-off or counterclaim and without deduction for
any taxes and in immediately available funds and in dollars at the
Administrative Agent’s payment office at the address provided in 10.01 of this
Agreement.

     

    ARTICLE
IX

    THE ADMINISTRATIVE AGENT;
THE ARRANGERS

     

    SECTION
9.01    Appointment.  Each
Lender hereby irrevocably designates and appoints Fortis as Administrative Agent
of such Lender under this Agreement and the other Loan Documents and as
Administrative Agent of the Secured Parties under and pursuant to the Security
Documents, and each such Lender irrevocably authorizes the Administrative Agent,
in such capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to the Administrative Agent by the terms
of this Agreement and the other Loan Documents, together with such other powers
as are reasonably incidental thereto.  Each Lender hereby irrevocably
designates and appoints the Arrangers in their capacity as such under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes the Arrangers, in such capacity, to take such action on its behalf
under the provisions of this Agreement and the other Loan Documents and to
exercise such powers and perform such duties as are expressly delegated to the
Arrangers by the terms of this Agreement and the other Loan Documents, together
with such other powers as are reasonably incidental
thereto.    Notwithstanding any provision to the contrary
contained elsewhere in this Agreement, none of the Administrative Agent, the
Syndication Agent or the Arrangers shall have any duties or responsibilities,
except those expressly set forth herein, or any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against the Administrative Agent, the Syndication
Agent or the Arrangers.

     

    SECTION
9.02    Delegation of
Duties.  The Administrative Agent and the Arrangers may execute
any of their respective duties under this Agreement and the other Loan Documents
by or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties.  Neither the
Administrative Agent nor the Arrangers shall not be responsible for the
negligence or misconduct of any agents or attorneys in-fact selected by it with
reasonable care.

     

    SECTION
9.03    Exculpatory
Provisions.  None of the Administrative Agent or the Arrangers
nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or Affiliates shall be (4) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with
this Agreement or any other Loan Document (except for its or such Person’s own
gross negligence or willful misconduct) or (5) responsible in any manner to any
of the Lenders for any recitals, statements, representations or warranties made
by any Borrower Party or the General Partner or any officer thereof contained in
this Agreement or any other Loan Document or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Administrative Agent or the Arrangers under or in connection with, this
Agreement or any other Loan Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document or for any failure of any Borrower Party or the General Partner to
perform its obligations hereunder or thereunder.  Neither the
Administrative Agent nor the Arrangers shall be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Borrower Party
or the General Partner.

     

    
      
        
           


        

        
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    SECTION
9.04     Reliance by the
Administrative Agent and the Arrangers.  The Administrative
Agent and the Arrangers shall be entitled to rely, and shall be fully protected
in relying, upon any note, writing, resolution, notice, consent, certificate,
affidavit, letter, telecopy, telex or teletype message, statement, order or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons and upon advice
and statements of legal counsel (including, without limitation, counsel to the
Borrower Parties), independent accountants and other experts selected by the
Administrative Agent or the Arrangers.  The Administrative Agent may
deem and treat the payee of any note as the owner thereof for all purposes
unless a written notice of assignment, negotiation or transfer thereof shall
have been filed with the Administrative Agent.  The Administrative
Agent and the Arrangers shall be fully justified in failing or refusing to take
any action under this Agreement or any other Loan Document unless the
Administrative Agent or the Arrangers, as applicable, shall first receive such
advice or concurrence of the Required Lenders (or, where unanimous consent of
the Lenders is expressly required hereunder, such Lenders) as the Administrative
Agent or the Arrangers, as applicable, deem appropriate or the Administrative
Agent or the Arrangers, as applicable, shall first be indemnified to their
respective satisfaction by the Lenders against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action.  The Administrative Agent and the Arrangers shall in all cases
be fully protected in acting, or in refraining from acting, under this Agreement
and the other Loan Documents in accordance with a request of the Required
Lenders (or, where unanimous consent of the Lenders or the Required Lenders is
expressly required hereunder, such Lenders or Required Lenders, as applicable),
and such request and any action taken or failure to act pursuant thereto shall
be binding upon all the Lenders and all future holders of the
Loans.

     

    SECTION
9.05    Notice of
Default.  Neither the Administrative Agent nor either Arranger
shall be deemed to have knowledge or notice of the occurrence of any Default or
Event of Default hereunder unless the Administrative Agent or such Arranger,
respectively, has received notice from a Lender or the Borrower referring to
this Agreement, describing such Default or Event of Default and stating that
such notice is a “notice of default.”  In the event that the
Administrative Agent or either Arranger receives such a notice, the
Administrative Agent or such Arranger shall give notice thereof to the
Lenders.  The Administrative Agent shall take such action with respect
to such Default or Event of Default as shall be reasonably directed by the
Required Lenders; provided that unless
and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the
Lenders.

     

    
      
         


      

      
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    SECTION
9.06     Non-Reliance on
Administrative Agent or the Arrangers and Other Lenders.  Each
Lender expressly acknowledges that none of the Administrative Agent or the
Arrangers, nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or Affiliates, has made any representations or warranties to
it and that no act by the Administrative Agent or the Arrangers hereafter taken,
including any review of the affairs of any Borrower Party, shall be deemed to
constitute any representation or warranty by the Administrative Agent or the
Arrangers to any Lender.  Each Lender represents to the Administrative
Agent and the Arrangers that it has, independently and without reliance upon the
Administrative Agent, the Arrangers or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property, financial and
other condition and creditworthiness of each Borrower Party and made its own
decision to make Loans and issue Letters of Credit hereunder and enter into this
Agreement.  Each Lender also represents that it will, independently
and without reliance upon the Administrative Agent, the Arrangers or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis, appraisals and decisions
in taking or not taking action under this Agreement and the other Loan
Documents, and to make such investigation as it deems necessary to inform itself
as to the business, operations, property, financial and other condition and
creditworthiness of each Borrower Party.  Except for notices, reports
and other documents expressly required to be furnished to the Lenders by the
Administrative Agent or the Arrangers hereunder, none of the Administrative
Agent nor the Arrangers shall have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
any Borrower Party which may come into the possession of the Administrative
Agent or the Arrangers or any of their respective officers, directors,
employees, agents, attorneys-in-fact or Affiliates.

     

    SECTION
9.07     Indemnification.  The
Lenders agree to indemnify the Administrative Agent and the Arrangers in their
capacities as such (to the extent not reimbursed by the Borrower and without
limiting the obligation the Borrower to do so), ratably according to their
respective Committed Amounts in effect on the date on which indemnification is
sought, from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which may at any time (including, without limitation, at any
time following the payment of the obligations under this Agreement) be imposed
on, incurred by or asserted against the Administrative Agent or the Arrangers in
any way relating to or arising out of, the Committed Amounts, this Agreement,
any of the other Loan Documents or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by the Administrative Agent or the Arrangers under or in
connection with any of the foregoing; provided that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting solely from the Administrative Agent’s or
the Arrangers’ gross negligence or willful misconduct.  The agreements
in this subsection shall survive the payment of all obligations under this
Agreement and all other amounts payable hereunder.

     

    SECTION
9.08     Administrative Agent and
Arrangers in Their Respective Individual Capacities.  The
Administrative Agent and the Arrangers and its or their Affiliates may make
loans to, accept deposits from and generally engage in any kind of business with
any Borrower Party as though the Administrative Agent were not the
Administrative Agent, and the Arrangers were not the Arrangers, hereunder and
under the other Loan Documents.  With respect to the Loans made and
Letters of Credit issued by it, the Administrative Agent and the Arrangers shall
have the same rights and powers under this Agreement and the other Loan
Documents as any Lender and may exercise the same as though the Administrative
Agent was not the Administrative Agent, and the Arrangers were not the
Arrangers, and the terms “Lender” and “Lenders” shall include each of the
Administrative Agent and each Arranger in its individual capacity.

     


    
      
         


      

      
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    SECTION
9.09    Successor Administrative
Agent.  The Administrative Agent may resign as Administrative
Agent upon thirty days’ notice to the Lenders.  If the Administrative
Agent shall resign as Administrative Agent under this Agreement and the other
Loan Documents (or as Administrative Agent for the Secured Parties under the
Security Documents), then the Required Lenders shall appoint from among the
Lenders a successor agent for the Lenders, which successor agent, with the
consent of the Borrower (such consent not to be unreasonably withheld or
delayed), shall succeed to the rights, powers and duties of the Administrative
Agent hereunder and or thereunder, as applicable.  Effective upon such
appointment and approval, the term “Administrative Agent” shall mean such
successor agent, and the former Administrative Agent’s rights, powers and duties
as Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement, any holders of the Loans or any Secured Party.  After
any retiring Administrative Agent’s resignation as Administrative Agent, the
provisions of this Article IX shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Administrative Agent under this
Agreement and the other Loan Documents.  The Administrative Agent may
be removed at any time with or without cause by the Required Lenders (which for
this purpose, shall not include the Loans or the Committed Amount of the
Administrative Agent), provided that on the
effectiveness of such removal the Secured Obligations owing to such
Administrative Agent as a Lender are repaid in full and as an Issuing Bank are
cash collateralized or otherwise secured.  If the Administrative Agent
is removed, the procedures set forth in this Section 9.09 shall apply in
appointing a successor Administrative Agent.

     

    SECTION
9.10     Successor
Arranger.  Either Arranger may resign as Arranger upon thirty
days’ notice to the Lenders.  If an Arranger shall resign as Arranger
under this Agreement and the other Loan Documents, then the Required Lenders
shall appoint from among the Lenders a successor arranger for the Lenders, which
successor arranger, with the consent of the Borrower (such consent not to be
unreasonably withheld or delayed), shall succeed to the rights, powers and
duties of such Arranger hereunder and or thereunder, as
applicable.  Effective upon such appointment and approval, the term
“Arranger” shall include such successor arranger, and the former Arranger’s
rights, powers and duties as Arranger shall be terminated, without any other or
further act or deed on the part of such former Arranger or any of the parties to
this Agreement, any holders of the Loans or any Secured Party.  After
any retiring Arranger’s resignation as Arranger, the provisions of this Article
IX shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was Arranger under this Agreement and the other Loan
Documents.  Either Arranger may be removed at any time with or without
cause by the Required Lenders (which for this purpose, shall not include the
Loans or the Committed Amount of such Arranger), provided that on the
effectiveness of such removal the Secured Obligations owing to such Arranger as
a Lender are repaid in full and as an Issuing Bank are cash collateralized or
otherwise secured.  If either Arranger is removed, the procedures set
forth in this Section 9.10 shall apply in appointing a successor
Arranger.

     


    
      
         


      

      
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    SECTION
9.11     Issuing
Bank.  The provisions of this Article IX applicable to the
Administrative Agent shall apply to any Issuing Bank in the performance of its
duties under the Loan Documents, mutatis mutandis.

     

    SECTION
9.12     Collateral
Matters.

     

    (a)         Each
Lender authorizes and directs the Administrative Agent to enter into the
Security Documents for the benefit of the Lenders and the other Secured
Parties.  Each Lender hereby agrees, and each holder of any Note by
the acceptance thereof will be deemed to agree, that, except as otherwise set
forth herein, any action taken by the Required Lenders in accordance with the
provisions of this Agreement, the Security Documents or the NEJD Intercompany
Security Documents, and the exercise by the Required Lenders of the powers set
forth herein or therein, together with such other powers as are reasonably
incidental thereto, shall be authorized and binding upon all of the
Lenders.  The Administrative Agent is hereby authorized on behalf of
all of the Lenders, without the necessity of any notice to or further consent
from any Lender, from time to time prior to an Event of Default, to take any
action with respect to any Collateral or Security Documents, or NEJD
Intercompany Collateral or the NEJD Intercompany Security Documents which may be
necessary to perfect and maintain perfected the security interest in and liens
upon the Collateral and the NEJD Intercompany Collateral granted pursuant to the
Security Documents and the NEJD Intercompany Security Documents.

     

    (b)         The
Lenders hereby authorize the Administrative Agent, at its option and in its
discretion, to release any Lien granted to or held by the Administrative Agent
upon any Collateral or the NEJD Intercompany Collateral (i) upon termination of
the Committed Amounts and payment and satisfaction of all of the Secured
Obligations at any time arising under or in respect of this Agreement or the
Loan Documents or the transactions contemplated hereby or thereby, (ii)
constituting property being sold or otherwise disposed of (to Persons other than
the Borrower and its Subsidiaries) upon the sale or other disposition thereof in
compliance with Section 6.06, (iii) if approved, authorized or ratified in
writing by the Required Lenders (or all of the Lenders hereunder, to the extent
required by Section 13.12) or (iv) as otherwise may be expressly provided in the
relevant Security Documents or the NEJD Intercompany Security
Documents.  Upon request by the Administrative Agent at any time, the
Lenders will confirm in writing the Administrative Agent’s authority to release
particular types or items of Collateral or NEJD Intercompany Collateral pursuant
to this Section 9.11.

     

    (c)         The
Administrative Agent shall have no obligation whatsoever to the Lenders or to
any other Person to assure that the Collateral or the NEJD Intercompany
Collateral exists or is owned by any Borrower Party or any other grantor of a
Lien under the Security Documents or the NEJD Intercompany Security Documents)
or is cared for, protected or insured or that the Liens granted to the
Administrative Agent herein or pursuant hereto have been properly or
sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority, or to exercise or to continue exercising at
all or in any manner or under any duty of care, disclosure or fidelity any of
the rights, authorities and powers granted or available to the Administrative
Agent in this Section 9.11 or in any of the Security Documents or the NEJD
Intercompany Security Documents, it being understood and agreed that in respect
of the Collateral, or any act, omission or event related thereto, the
Administrative Agent may act in any manner it may deem appropriate, in its sole
discretion, given the Administrative Agent’s own interest in the Collateral and
the NEJD Intercompany Collateral as one of the Lenders and that the
Administrative Agent shall have no duty or liability whatsoever to the Lenders,
except for its gross negligence or willful misconduct (as determined by a court
of competent jurisdiction in a final and non-appealable decision).

     

    
      
         


      

      
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    SECTION
9.13     Hedging
Arrangements.  To the extent any Affiliate of a Lender is a
party to a Secured Hedging Agreement with the Borrower, such Affiliate of a
Lender shall be deemed to appoint the Administrative Agent its nominee and
agent, and to act for and on behalf of such Affiliate in connection with the
Security Documents and to be bound by this Article IX.

     

    ARTICLE
X

    MISCELLANEOUS

     

    SECTION
10.01   Notices.

     

    (a)         Except
in the case of notices and other communications expressly permitted to be given
by telephone (and subject to paragraph (b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by telecopy, as follows:

     

    (i)           if
to the Borrower, the Parent or any other Borrower Party, to it at 500 Dallas,
Suite 2500, Houston, Texas  77002, (713) 860-2640;

     

    (ii)           if
to the Administrative Agent, to Fortis Capital Corp. at 101 Hudson Street, 21st
Floor, Jersey City, New Jersey 07302, Attn:  Lascelles Thompson/Loan
Administration, Tel: (201) 631-8194, Fax: (201) 631-8181, with a copy
to:  Agency Department, 520 Madison Avenue, 3rd Floor, New York, New
York 10022, Attn: Gloria Beloti-Fields, Tel: (212) 340-5455, Fax: (212) 340-5450
and a copy to:  15455 North Dallas Parkway, Suite 1400, Addison, Texas
75001, Tel: (214) 754-0009, Fax: (214) 754-4954;

     

    (iii)           if
to the Arrangers, to (A) Fortis Capital Corp. at 101 Hudson Street, 21st Floor,
Jersey City, New Jersey 07302, Attn:  Lascelles Thompson/Loan
Administration, Tel: (201) 631-8194, Fax: (201) 631-8181, with a copy
to:  Agency Department, 520 Madison Avenue, 3rd Floor, New York, New
York 10022, Attn: Gloria Beloti-Fields, Tel: (212) 340-5455, Fax: (212) 340-5450
and a copy to:  15455 North Dallas Parkway, Suite 1400, Addison, Texas
75001, Tel: (214) 754-0009, Fax: (214) 754-4954; and (B) Deutsche Bank
Securities Inc. c/o Deutsche Bank Trust Company Americas, at 90 Hudson Street –
1st Floor, Jersey City, New Jersey 07302, Attn:  Patricia Ciocco,
Tel:  (201) 593-2235, Fax (201) 593-2308;

     

    (iv)           if
to Fortis Bank S.A./N.V., New York Branch, in its capacity as Issuing Bank, to
it at 101 Hudson Street, 21st Floor, Jersey City, New Jersey  07302,
Attn: Cathy Gilbert/Letter of Credit Department, Tel: (201) 631-8320, Fax: (201)
631-8321;

     

    
      
         


      

      
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    (v)           if
to any other Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.

     

    (b)         Notices
and other communications to the Lenders hereunder may be delivered or furnished
by electronic communications pursuant to procedures approved by the
Administrative Agent; provided that the
foregoing shall not apply to notices pursuant to Article II unless otherwise
agreed by the Administrative Agent and the applicable Lender.  The
Administrative Agent or the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications.

     

    (c)         Any
party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto.  All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

     

    SECTION
10.02   Waivers;
Amendments.

     

    (a)         No
failure or delay by the Administrative Agent, any Issuing Bank, any Arranger or
any Lender in exercising any right or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power.  The rights and remedies of the Administrative Agent,
any Issuing Banks, the Arrangers and the Lenders hereunder are cumulative and
are not exclusive of any rights or remedies that they would otherwise
have.  No waiver of any provision of this Agreement or consent to any
departure by the Borrower therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) of this Section, and then such waiver
or consent shall be effective only in the specific instance and for the purpose
for which given.  Without limiting the generality of the foregoing,
the making of a Loan or issuance of a Letter of Credit shall not be construed as
a waiver of any Default, regardless of whether the Administrative Agent, any
Arranger, any Lender or any Issuing Bank may have had notice or knowledge of
such Default at the time.

     

    (b)         Neither
this Agreement nor any Loan Document nor any provision hereof or thereof may be
waived, amended or modified (except as expressly set forth herein or therein)
except pursuant to an agreement or agreements in writing entered into by the
Borrower and any affected Borrower Party and the General Partner, as applicable,
on the one hand, and the Required Lenders, on the other hand, or by the Borrower
and any affected Borrower Party and the General Partner, as applicable, on the
one hand, and the Administrative Agent with the consent of the Required Lenders,
on the other hand; provided that no such
agreement shall xi) increase the Committed Amount of any Lender without the
written consent of such Lender, xii) reduce the principal amount of any Loan or
LC Disbursement or reduce the rate of interest thereon, or reduce any fees
payable hereunder (other than the definition of Consolidated Leverage Ratio and
the other defined terms that are components thereof whether or not the effect of
such waiver, amendment or modification could reasonably be expected to result in
reducing the amount of interest or fees payable hereunder)  without
the written consent of each Lender affected thereby, xiii) postpone the
scheduled date of payment of the principal amount of any Loan or LC
Disbursement, or any interest thereon, or any fees payable hereunder, or reduce
the amount of, waive or excuse any such payment, or postpone the scheduled date
of expiration of any Committed Amount, without the written consent of each
Lender affected thereby, xiv) change Section 2.18(b) or (c) in a manner that
would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender, xv) change any of the provisions of this Section
or the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the  written consent of each Lender, xvi) release any Borrower
Party from its Guarantee obligations pursuant to the Security Documents (except
if such entity, other than the Parent, is no longer a Restricted Subsidiary in
compliance with this Agreement) or xvii) release all or substantially all of the
Collateral; provided further that (x) no
such agreement shall amend, modify or otherwise affect the rights or duties of
the Administrative Agent, the Arrangers or any Issuing Bank hereunder without
the prior written consent of the Administrative Agent, the Arrangers or such
Issuing Bank, as the case may be and (y) any amendment, waiver, or modification
which has an adverse effect on a Lender or Affiliate thereof in its capacity as
party to a Secured Hedging Agreement and expressly impacts such Lender or
Affiliate in such capacity in a different manner than the Lenders are impacted
generally shall require the consent of each such Lender or
Affiliate.

     

    
      
         


      

      
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    (c)         Without
the consent of any other Person, the applicable Borrower Party or Parties or the
General Partner, as applicable, and the Administrative Agent may (in its or
their respective sole discretion, or shall, to the extent required by any Loan
Document) enter into any waiver, amendment or modification of any Loan Document,
or enter into any new agreement or instrument, in each case to effect the
granting, perfection, protection, expansion or enhancement of any security
interest in any Collateral or additional Property to become Collateral for the
benefit of the Secured Parties, or as required by local law to give effect to,
or protect any security interest for the benefit of the Secured Parties, in any
Property or so that the security interests therein comply with applicable
Governmental Requirements.

     

    SECTION
10.03   Expenses; Indemnity; Damage
Waiver.

     

    (a)         The
Borrower shall pay xviii) all reasonable out of pocket expenses incurred by the
Administrative Agent, each Arranger and their respective Affiliates, including
the reasonable fees, charges and disbursements of counsel for the Administrative
Agent and each Arranger, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of this
Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), xix) all reasonable
out-of-pocket expenses incurred by any Issuing Bank in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder and xx) all out-of-pocket expenses incurred by the
Administrative Agent, each Arrangers, any Issuing Bank or any Lender, including
the fees, charges and disbursements of any counsel for the Administrative Agent,
either Arranger, any Issuing Bank or any Lender, in connection with the
enforcement or protection of its rights in connection with this Agreement and
the other Loan Documents, including its rights under this Section, or in
connection with the Loans made or Letters of Credit issued hereunder, including
all such out-of pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

     

    
      
         


      

      
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    (b)         The
Borrower shall indemnify the Administrative Agent, each Arranger, each Issuing
Bank and each Lender, and each Related Party of any of the foregoing Persons
(each such Person being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of xxi) the
execution or delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or the consummation of
the Transactions or any other transactions contemplated hereby, xxii) any Loan
or Letter of Credit or the use of the proceeds therefrom (including any refusal
by any Issuing Bank to honor a demand for payment under a Letter of Credit
issued by it if the documents presented in connection with such demand do not
strictly comply with the terms of such Letter of Credit), xxiii) any actual or
alleged presence or release of Hazardous Materials on or from any Property owned
or operated by the Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to the Borrower or any of its Subsidiaries, or
xxiv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other
theory, whether brought by an third party, by the Borrower, by any other
Borrower Party or by the General Partner, and regardless of whether any
Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted solely from the gross negligence or willful misconduct of such
Indemnitee.

     

    (c)         To
the extent that the Borrower fails to pay any amount required to be paid by it
to the Administrative Agent, either Arranger or any Issuing Bank under paragraph
(a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent, such Arranger or such Issuing Bank, as the case may be,
such Lender’s Ratable Portion (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that
the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the
Administrative Agent, such Arranger or such Issuing Bank in its capacity as
such.

     

    (d)         To
the extent permitted by applicable Governmental Requirements, no Borrower Party
shall assert, and hereby waives, any claim against any Indemnitee, on any theory
of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a
result of, this Agreement or any agreement or instrument contemplated hereby,
the Transactions, any Loan or Letter of Credit or the use of the proceeds
thereof.

     

    (e)         All
amounts due under this Section shall be payable no later than three Business
Days after written demand therefor.

     

    
      
         


      

      
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    SECTION
10.04   Successors and
Assigns.

     

    (a)         This
Agreement shall be binding upon and inure to the benefit of the Borrower, the
Lenders, the Administrative Agent, the Arrangers, all future holders of the
Loans and any notes hereunder and their respective successors and assigns,
except that neither the Borrower nor the Parent may assign or transfer any of
its rights or obligations under this Agreement without the prior written consent
of each Lender.

     

    (b)         Any
Lender may, in accordance with applicable Governmental Requirements and at no
cost or expense to the Borrower, at any time sell to one or more banks or other
entities (“Participants”)
participating interests in any Loan owing to such Lender, any Committed Amount
of such Lender or any other interest of such Lender hereunder and under the
other Loan Documents.  In the event of any such sale by a Lender of a
participating interest to a Participant, (i) such Lender’s obligations under
this Agreement to the other parties to this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible for the performance thereof,
(iii) such Lender shall remain the holder of any such Loan (and any note
evidencing such Loan) for all purposes under this Agreement and the other Loan
Documents, (iv) the Borrower and the Administrative Agent shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement and the other Loan Documents, and (v) in any
proceeding under the Bankruptcy Code, the Lender shall be, to the extent
permitted by Governmental Requirements, the sole representative with respect to
the obligations held in the name of such Lender, whether for its own account or
for the account of any Participant.  No Lender shall be entitled to
create in favor of any Participant, in the participation agreement pursuant to
which such Participant’s participating interest shall be created or otherwise,
any right to vote on, consent to or approve any matter relating to this
Agreement or any other Loan Document except for those specified the first
proviso to Section 10.02(b) if it affects such Participant.  The
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.15, 2.16 and 2.17 with respect to its participation in the Committed
Amounts and the Loans and Letters of Credit outstanding from time to time as if
it was a Lender; provided that, in the
case of Section 2.17, such Participant shall have complied with the requirements
of said section and provided further that
no Participant shall be entitled to receive any greater amount pursuant to any
such section than the transferor Lender would have been entitled to receive in
respect of such amount of the participation transferred by such transferor
Lender to such Participant had no such transfer occurred.

     

    (c)         Any
Lender may, in accordance with applicable Governmental Requirements, at any time
and from time to time assign to any Lender or any Affiliate thereof or, with the
prior written consent of the Administrative Agent, the Borrower and each Issuing
Bank (which in each case shall not be unreasonably withheld), to an additional
bank or financial institution or other entity (an “Assignee”) all or any
part of its rights and obligations under this Agreement and the other Loan
Documents including its Committed Amount, Loans and Letters of Credit pursuant
to an Assignment and Acceptance executed by such Assignee, such assigning Lender
(and, in the case of an Assignee that is not then a Lender or an Affiliate of a
Lender, by the Borrower, the Parent, the Administrative Agent and each Issuing
Bank) and delivered to the Administrative Agent for its acceptance and recording
in the Register, provided that xxv)
(unless the Borrower, the Parent, and the Administrative Agent otherwise consent
in writing) no such transfer to any Assignee (other than a Lender or any
Affiliate thereof) shall be in an aggregate principal amount less than
$5,000,000 in the aggregate (or, if less, the full amount of such assigning
Lender’s Committed Amount, Loans and Letters of Credit), and xxvi) if any Lender
assigns all or any part of its rights and obligations under this Agreement to
one of its Affiliates in connection with or in contemplation of the sale or
other disposition of its interest in such Affiliate, the Borrower’s prior
written consent shall be required for such assignment (which shall not be
unreasonably withheld).  Upon such execution, delivery, acceptance and
recording, from and after the effective date determined pursuant to such
Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto
and, to the extent provided in such Assignment and Acceptance, have the rights
and obligations of a Lender hereunder with a Committed Amount as set forth
therein, and (y) the assigning Lender thereunder shall, to the extent provided
in such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all or the
remaining portion of an assigning Lender’s rights and obligations under this
Agreement, such assigning Lender shall cease to be a party
hereto).  Notwithstanding any provision of this Section 10.04(c) or
Section 10.04(e) to the contrary, the consent of the Borrower shall not be
required, and, unless requested by the Assignee and/or assigning Lender, new
notes shall not be required to be executed and delivered by the Borrower, for
any assignment which occurs at any time when any Default shall have occurred and
be continuing.

     

    
      
         


      

      
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    (d)         The
Administrative Agent, on behalf of the Borrower, shall maintain at the address
of the Administrative Agent referred to in Section 10.01 a copy of each
Assignment and Acceptance delivered to it and a register (the “Register”) for the
recordation of the names and addresses of the Lenders, the Committed Amounts of,
and principal amount of the Loans owing to, each Lender from time to
time.  The entries in the Register shall be conclusive in the absence
of manifest error, and the Borrower, the Administrative Agent and the Lenders
may (and in the case of any Loan or obligation hereunder not evidence by a note,
shall) treat each Person whose name is recorded in the Register as the owner of
a Loan or other obligation hereunder as the owner thereof for all purposes of
this Agreement and the other Loan Documents, notwithstanding any notice to the
contrary.  Any assignment of any Loan or other obligation hereunder
not evidenced by a note shall be effective only upon appropriate entries with
respect thereto being made in the Register.  The Register shall be
available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

     

    (e)         Notwithstanding
anything in this Agreement to the contrary, no assignment under Section 10.04(c)
of any rights or obligations under or in respect of any Loans, any notes or the
Letters of Credit shall be effective unless the Administrative Agent shall have
recorded the assignment pursuant to Section 10.04(d).  Upon its
receipt of an Assignment and Acceptance executed by an assigning Lender and an
Assignee (and, in the case of an Assignee that is not then a Lender or an
Affiliate thereof, by the Borrower, the Parent, and the Administrative Agent)
together with payment to the Administrative Agent of a registration and
processing fee of $3,500 (other than in the case of an assignment by a Lender to
an Affiliate of such Lender), the Administrative Agent shall (i) promptly accept
such Assignment and Acceptance and (ii) on the effective date determined
pursuant thereto record the information contained therein in the Register and
give notice of such acceptance and recordation to the Lenders and the
Borrower.  On or prior to such effective date, the assigning Lender
shall surrender any outstanding notes held by it all or a portion of which are
being assigned, and the Borrower, at its own expense, shall, upon the request to
the Administrative Agent by the assigning Lender or the Assignee, as applicable,
execute and deliver to the Administrative Agent (in exchange for the outstanding
notes of the assigning Lender) a new note to the order of such Assignee in an
amount equal to the amount of such Assignee’s Committed Amount after giving
effect to such Assignment and Acceptance and, if the assigning Lender has
retained a Committed Amount hereunder, a new note to the order of the assigning
Lender in an amount equal to the amount of such Lender’s Committed Amount after
giving effect to such Assignment and Acceptance.  Any such new notes
shall be dated the Effective Date and shall otherwise be in the form of the note
replaced thereby.  Any notes surrendered by the assigning Lender shall
be returned by the Administrative Agent to the Borrower marked
“canceled.”

     

    
      
         


      

      
        110

        
          

        

      

      
         


      

    


    (f)         The
Borrower authorizes each Lender to disclose to any Participant or Assignee
(each, a “Transferee”) and any prospective Transferees any and all financial
information in such Lender’s possession concerning the Borrower Parties and
their Affiliates that has been delivered to such Lender by or on behalf of the
Borrower pursuant to this Agreement or that has been delivered to such Lender by
or on behalf of the Borrower in connection with such Lender’s credit evaluation
of the Borrower Parties and their Affiliates prior to becoming a party to this
Agreement.

     

    (g)         For
the avoidance of doubt, the parties to this Agreement acknowledge that the
provisions of this Section 10.04 concerning assignments of Loans and notes
relate only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including any pledge or assignment by a
Lender or any Loan or note to any Federal Reserve Bank in accordance with
applicable Governmental Requirements.

     

    SECTION
10.05  Survival.  All
covenants, agreements, representations and warranties made by the Borrower and
the Parent herein and in the certificates or other
instruments  delivered in connection with or pursuant to this
Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans and issuance of any Letters of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, any Issuing Bank or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement is outstanding and unpaid
or any Letter of Credit is outstanding and so long as the Committed Amounts have
not expired or terminated.  The provisions of Section 2.15, Section
2.16, Section 2.17 and Section 10.03 and Article IX shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Letters of Credit and the Committed Amounts or the termination of this
Agreement or any provision hereof.

     

    SECTION
10.06   Counterparts; Integration;
Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement and any separate letter agreements
with respect to fees payable to the Administrative Agent constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof.  Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.  Delivery of an executed counterpart of a signature page of
this Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

     

    
      
         


      

      
        111

        
          

        

      

      
         


      

    


    SECTION
10.07  Severability.  Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

     

    SECTION
10.08  Right
of Setoff.  If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such
Lender or Affiliate to or for the credit or the account of any Borrower Party
against any of and all the obligations of any Borrower Party now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured.  The rights of each Lender under
this Section are in addition to other rights and remedies (including other
rights of setoff) which such Lender may have.

     

    SECTION
10.09   Governing Law; Jurisdiction;
Consent to Service of Process.

     

    (a)         This
Agreement shall be construed in accordance with and governed by the law of the
State of New York.

     

    (b)         Each
of the Borrower Parties hereby irrevocably and unconditionally submits, for
itself and its Property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such Federal
court.  Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Agreement shall affect any right that the
Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring
any action or proceeding relating to this Agreement against the Borrower or its
properties in the courts of any jurisdiction.

     


    
      
         


      

      
        112

        
          

        

      

      
         


      

    


    (c)         Each
of the Borrower Parties hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement in any court referred to in
paragraph (b) of this Section.  Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

     

    (d)         Each
Borrower Party hereby agrees that the service of all writs, process and
summonses in any such suit, action or proceeding brought in the State of New
York against it may be made upon CT Corporation System (the “Process Agent”), at
111 Eighth Avenue, New York, New York 10011, and each Borrower Party hereby
irrevocably agrees that the Process Agent has been duly and irrevocably
appointed as its agent and true and lawful attorney-in-fact in its name, place
and stead to accept such service of any and all such writs, process and
summonses, and agrees that the failure of the Process Agent to give any notice
of any such service of process to it shall not impair or affect the validity of
such service or any judgment based thereon.  Each Borrower Party
hereby further irrevocably consents to the service of process in any suit,
action or proceeding in such courts against it by the mailing thereof by the
Administrative Agent by registered or certified mail, postage prepaid, at its
address set forth in Section 10.01.

     

    SECTION
10.10  WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).  EACH PARTY HERETO eee) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND fff) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

    SECTION
10.11   Headings.  Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.

     

    SECTION
10.12   Confidentiality.  Each
of the Administrative Agent, the Arrangers, any Issuing Bank and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed ggg) to its and its Affiliates’
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential and the disclosing party will
be responsible for any unpermitted disclosures by the receiving party), hhh) to
the extent requested by any regulatory authority or self regulatory authority,
iii) to the extent required by applicable Governmental Requirements or
regulations or by any subpoena or similar legal process, jjj) to any other party
to this Agreement, kkk) in connection with the exercise of any remedies
hereunder or any suit, action or proceeding relating to this Agreement or the
enforcement of rights hereunder, lll) subject to an agreement containing
provisions substantially the same as those of this Section (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such information and instructed to keep such information
confidential and the disclosing party will be responsible for any unpermitted
disclosures by the receiving party), to (1) any assignee of or Participant in,
or any prospective assignee of or Participant in, any of its rights or
obligations under this Agreement or (2) any actual or prospective counterparty
(or its advisors) to any swap or derivative transaction relating to the Borrower
and its obligations, mmm) with the consent of the Borrower or nnn) to the extent
such Information (1) becomes publicly available other than as a result of a
breach of this Section or (2) becomes available to the Administrative Agent, any
Issuing Bank or any Lender on a nonconfidential basis from a source other than
the Borrower.  For the purposes of this Section, “Information” means
all information received from any Borrower Party relating to such Borrower Party
or its business, other than any such information that is available to the
Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis
prior to disclosure by the such Borrower Party; provided that, in the
case of information received from such Borrower Party after the date hereof,
such information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

     


    
      
         


      

      
        113

        
          

        

      

      
         


      

    


    SECTION
10.13  Interest Rate
Limitation.  Notwithstanding anything herein to the contrary,
if at any time the interest rate applicable to any Loan, together with all fees,
charges and other amounts which are treated as interest on such Loan under
applicable Governmental Requirements (collectively the “Charges”), shall
exceed the maximum lawful rate (the “Maximum Rate”) which
may be contracted for, charged, taken, received or reserved by the Lender
holding such Loan in accordance with applicable Governmental Requirements, the
rate of interest payable in respect of such Loan hereunder, together with all
Charges payable in respect thereof, shall be limited to the Maximum Rate and, to
the extent lawful, the interest and Charges that would have been payable in
respect of such Loan but were not payable as a result of the operation of this
Section shall be cumulated and the interest and Charges payable to such Lender
in respect of other Loans or periods shall be increased (but not above the
Maximum Rate therefor) until such cumulated amount, together with interest
thereon at the Federal Funds Effective Rate to the date of repayment, shall have
been received by such Lender.

     

    SECTION
10.14   USA Patriot
Act.  Each Lender that is subject to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the “Act”),
hereby notifies the Borrower that pursuant to the requirements of the Act, it is
required to obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrower and other
information that will allow such Lender to identify the Borrower in accordance
with the Act.

     

    SECTION
10.15   Limitation of
Liability.  Except as set forth in the Loan Documents or in the
case of fraud or intentional misrepresentation, neither the General Partner nor
any other owner of Equity Interests in the Parent (if such owner is not owned
directly or indirectly, in whole or in part, by the Parent) shall be liable for
the obligations of the Borrower Parties under the Loan Documents including, in
each case, by reason of any payment obligation imposed by governing state
partnership statutes.

     


    
      
         


      

      
        114

        
          

        

      

      
         


      

    


    SECTION
10.16   Acknowledgments.  The
Borrower and Parent each hereby acknowledge that:

     

    (a)         it
has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents;

     

    (b)         neither
the Administrative Agent, the Arrangers nor any Lender has any fiduciary
relationship with or duty to the Borrower or the Parent arising out of or in
connection with this Agreement or any of the other Loan Documents, and the
relationship between the Administrative Agent and the Lenders, on one hand, and
the Borrower and the Parent on the other hand, in connection herewith or
therewith is solely that of debtor and creditor; and

     

    (c)         no
joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the Transactions among the Lenders or among the Borrower,
the Parent, and the Lenders.

     

    SECTION
10.17   Planned
Reorganization.  Notwithstanding anything to the contrary set
forth in the Loan Documents, the Borrower and the other Borrower Parties shall
have the right from time to time to consummate the Planned Reorganization; provided that, after
giving effect thereto, the Borrower Parties shall be in compliance with Section
5.10 and Section 5.11 and provided that the
Planned Reorganization shall not have an adverse effect on the Lenders or their
rights with respect to the Collateral.

     

    SECTION
10.18   Amendment and Restatement;
Binding Effect.

     

    (a)         On
the Effective Date, the Existing Credit Agreement shall be amended and restated
in its entirety by this Agreement, and the Existing Credit Agreement shall
thereafter be of no further force and effect, except that the Parent, the
Borrower, the Administrative Agent and the Lenders agree that (i) the incurrence
by the Borrower of “Indebtedness” under and as defined in the Existing Credit
Agreement (whether or not such “Indebtedness” is contingent as of the Effective
Date) shall continue to exist under and be evidenced by this Agreement and the
other Loan Documents, (ii) the Existing Credit Agreement shall continue to
evidence the representations and warranties made by the Parent and the Borrower
prior to the Effective Date, (iii) except as expressly stated herein or amended,
the other Loan Documents are ratified and confirmed as remaining unmodified and
in full force and effect with respect to all Secured Obligations, and (iv) the
Existing Credit Agreement shall continue to evidence any action or omission
performed or required to be performed pursuant to the Existing Credit Agreement
prior to the Effective Date (including any failure, prior to the Effective Date,
to comply with the covenants contained in the Existing Credit
Agreement).  The amendments and restatements set forth herein shall
not cure any breach thereof or any “Default” or “Event of Default” under and as
defined in the Existing Credit Agreement existing prior to the Effective
Date.  This Agreement is not in any way intended to constitute a
novation of the obligations and liabilities existing under the Existing Credit
Agreement or evidence payment of all or any portion of such obligations and
liabilities.

     


    
      
         


      

      
        115

        
          

        

      

      
         


      

    


    (b)         The
terms and conditions of this Agreement and the Administrative Agent’s, the
Lenders’ and the Issuing Banks’ rights and remedies under this Agreement and the
other Loan Documents shall apply to all of the Indebtedness incurred under the
Existing Credit Agreement and the Letters of Credit issued
thereunder.

     

    (c)         On
and after the Effective Date, (i) all references to the Existing Credit
Agreement (or to any amendment or any amendment and restatement thereof) in the
Loan Documents (other than this Agreement) shall be deemed to refer to the
Existing Credit Agreement, as amended and restated hereby, (ii) all references
to any section (or subsection) of the Existing Credit Agreement or in any Loan
Document (but not herein) shall be amended to become, mutatis mutandis, references
to the corresponding provisions of this Agreement and (iii) except as the
context otherwise provides, on or after the Effective Date, all references to
this Agreement herein (including for purposes of indemnification and
reimbursement of fees) shall be deemed to be references to the Existing Credit
Agreement, as amended and restated hereby.

     

    (d)         This
amendment and restatement is limited as written and is not a consent to any
other amendment, restatement or waiver, whether or not similar and, except as
expressly provided herein or in any other Loan Document, all terms and
conditions of the Loan Documents remain in full force and effect unless
specifically amended hereby or by any other Loan Document.

     

    SECTION
10.19   Consents.  Each
Lender authorizes and instructs the Administrative Agent to enter into each of
(a) the NEJD Consent and the NEJD Intercompany Consent and (b) in the event the
Exchange Consent is executed and delivered pursuant to Section 2(b) of the NEJD
Consent, the Exchange Consent (collectively, the “Consents”)
on behalf of the Lenders, and to take all actions (and execute all documents)
required (or deemed advisable) by it in accordance with the terms of the
Consents and each Lender agrees to be bound by the terms and provisions of the
Consents.

     

    [Signature page
follows]

     

    
      
         


      

      
        116

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

     

    [Signature
pages follow]

     

    
      
        
           


        

        
          117

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first written above.

    


     

    
      	 
      	
              BORROWER:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              GENESIS
      CRUDE OIL, L.P.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:  GENESIS
      ENERGY, INC., its general partner

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:  
      

            	
              /s/  Ross A.
      Benavides

            
	 
      	 
      	
              Ross
      A. Benavides, Chief Financial Officer

            
	 
      	
               
      

            	 
      
	 
      	 
      	 
      
	 
      	
              PARENT:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              GENESIS
      ENERGY, L.P.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:  GENESIS
      ENERGY, INC., its general partner

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:  
      

            	
              /s/  Ross A.
      Benavides

            
	 
      	 
      	
              Ross
      A. Benavides, Chief Financial
Officer

            


    

     

    
      
         


      

      
        118

        
          

        

      

      
         


      

    


    


    
      	 
      	
              ADMINISTRATIVE AGENT,
      ARRANGER AND LENDER:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              FORTIS
      CAPITAL CORP.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/  Ilene
  Fowler

            
	 
      	
              Name:

            	
              Ilene
      Fowler

            
	 
      	
              Title:

            	
              Director

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/  Farhan
  Iqbal

            
	 
      	
              Name:

            	
              Farhan
      Iqbal

            
	 
      	
              Title:

            	
              Vice
      President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              ISSUING
      BANK:

            
	 
      	 
      	 
      
	 
      	
              FORTIS
      BANK S.A./N.V., NEW YORK BRANCH

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/  Ilene
  Fowler

            
	 
      	
              Name:
      

            	Ilene
      Fowler
	 
      	
              Title:

            	
              Director

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/  Farhan
  Iqbal

            
	 
      	
              Name:

            	
              Farhan
      Iqbal

            
	 
      	
              Title:

            	
              Vice
      President

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	 
      	
              ARRANGER:

            
	 
      	 
      	 
      
	 
      	
              DEUTSCHE
      BANK SECURITIES INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ David J. Bell

            
	 
      	
              Name:

            	
              David
      Bell

            
	 
      	
              Title:

            	
              Managing
      Director

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Robert M Wood, Jr.

            
	 
      	
              Name:

            	
              Robert
      M. Wood, Jr.

            
	 
      	
              Title:

            	
              Director

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              LENDER:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              DEUTSCHE
      BANK TRUST COMPANY AMERICAS

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	/s/
      David J. Bell
	 
      	
              Name:

            	
              David
      Bell

            
	 
      	
              Title:

            	
              Managing
      Director

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Dusan Lazarov

            
	 
      	
              Name:

            	
              Dusan
      Lazarov

            
	 
      	
              Title:

            	
              Vice
      President

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	 
      
	 
      	
              BANK
      OF AMERICA, N.A.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Stephen J. Hoffman

            
	 
      	
              Name:

            	
              Stephen
      J. Hoffman

            
	 
      	
              Title:

            	
              Managing
      Director

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              U.S.
      BANK NATIONAL ASSOCIATION

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/  Monte E.
    Deckerd

            
	 
      	
              Name:

            	
              Monte
      E. Deckerd

            
	 
      	
              Title:

            	
              Senior
      Vice President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              WACHOVIA
      BANK, NATIONAL ASSOCIATION

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Leanne S. Phillips

            
	 
      	
              Name:

            	
              Leanne
      S. Phillips

            
	 
      	
              Title:

            	
              Director

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              BANK
      OF SCOTLAND

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/  Karen
  Weich

            
	 
      	
              Name:

            	
              Karen
      Weich

            
	 
      	
              Title:

            	
              Vice
      President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              BMO
      CAPITAL MARKETS FINANCING, INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Ian M. Plester

            
	 
      	
              Name:

            	
              Ian
      M. Plester

            
	 
      	
              Title:

            	
              Director

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	 
      
	 
      	
              COMERICA
      BANK

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/  Gregory D.
    Smith

            
	 
      	
              Name:

            	
              Gregory
      D. Smith

            
	 
      	
              Title:

            	
              Vice
      President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              GUARANTY
      BANK

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ W. David McCarver IV

            
	 
      	
              Name:

            	
              W.
      David McCarver IV

            
	 
      	
              Title:

            	
              Vice
      President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              ROYAL
      BANK OF CANADA

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Jason S. York

            
	 
      	
              Name:

            	
              Jason
      S. York

            
	 
      	
              Title:

            	
              Authorized
      Signatory

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              SUNTRUST
      BANK

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/  Joe
  McCreery

            
	 
      	
              Name:

            	
              Joe
      McCreery

            
	 
      	
              Title:

            	
              Director

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              AMEGY
      BANK NATIONAL ASSOCIATION

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ W. Bryan Chapman

            
	 
      	
              Name:

            	
              W.
      Bryan Chapman

            
	 
      	
              Title:

            	
              Senior
      Vice President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              STERLING
      BANK

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ David W. Phillips

            
	 
      	
              Name:

            	
              David
      W. Phillips

            
	 
      	
              Title:

            	
              Senior
      Vice President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              UNION
      BANK OF CALIFORNIA, N.A.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Daniel A Davis

            
	 
      	
              Name:

            	
              Daniel
      A. Davis

            
	 
      	
              Title:

            	
              Vice
      President