Exhibit 10.22

Conformed Copy

$400,000,000

SENIOR SECURED WORKING CAPITAL CREDIT FACILITY

Dated as of September 13, 2004

among

TRANSMONTAIGNE INC.,

as Borrower,

EACH OF THE FINANCIAL INSTITUTIONS
INITIALLY A SIGNATORY HERETO,
TOGETHER WITH THOSE ASSIGNEES
PURSUANT HERETO,

as Lenders,

JPMORGAN CHASE BANK and UBS AG, STAMFORD BRANCH, as Syndication Agents,

SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH and WELLS FARGO FOOTHILL, LLC, as
the Documentation Agents

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Agent

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WACHOVIA CAPITAL MARKETS, LLC,
As Sole Lead Arranger, Manager and Book Runner

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TABLE OF CONTENTS

|                                             |      |    |                                                                                    | PAGE
|-------------------------------------------- | ---- | -- | ---------------------------------------------------------------------------------- | ----
|ARTICLE I    DEFINITIONS                     |      | 1 
|                                             | 1.1  |    | General Definitions                                                                |     
|                                             | 1.2  |    | Accounting Terms and Determinations                                                |     
|                                             | 1.3  |    | Other Definitional Terms                                                           |     
|ARTICLE II    LOANS                          |      | 29
|                                             | 2.1  |    | Revolving Loans and Swing Loans                                                    |     
|                                             | 2.2  |    | Optional and Mandatory Prepayments; Reduction of Revolving Credit Committed Amount |     
|                                             | 2.3  |    | Payments and Computations                                                          |     
|                                             | 2.4  |    | Maintenance of Account                                                             |     
|                                             | 2.5  |    | Statement of Account                                                               |     
|                                             | 2.6  |    | Taxes                                                                              |     
|                                             | 2.7  |    | Sharing of Payments                                                                |     
|                                             | 2.8  |    | Allocation of Payments; Pro Rata Treatment                                         |     
|                                             | 2.9  |    | Extensions and Conversions                                                         |     
|                                             | 2.10 |    | Replacement of Lender                                                              |     
|ARTICLE III    LETTERS OF CREDIT             |      | 41
|                                             | 3.1  |    | Issuance                                                                           |     
|                                             | 3.2  |    | Notice and Reports                                                                 |     
|                                             | 3.3  |    | Participation                                                                      |     
|                                             | 3.4  |    | Reimbursement                                                                      |     
|                                             | 3.5  |    | Repayment with Revolving Loans                                                     |     
|                                             | 3.6  |    | Renewal, Extension                                                                 |     
|                                             | 3.7  |    | Uniform Customs and Practices                                                      |     
|                                             | 3.8  |    | Indemnification; Nature of Issuing Bank's Duties                                   |     
|                                             | 3.9  |    | Responsibility of Issuing Bank                                                     |     
|                                             | 3.10 |    | Conflict with Letter of Credit Documents                                           |     
|ARTICLE IV    INTEREST AND FEES              |      | 45
|                                             | 4.1  |    | Interest on Loans                                                                  |     
|                                             | 4.2  |    | Interest After Event of Default                                                    |     
|                                             | 4.3  |    | Commitment Fee                                                                     |     
|                                             | 4.4  |    | Lenders' Fees/Agent's Fees                                                         |     
|                                             | 4.5  |    | Letter of Credit Fees                                                              |     
|                                             | 4.6  |    | Authorization to Charge Account                                                    |     
|                                             | 4.7  |    | Indemnification in Certain Events                                                  |     
|                                             | 4.8  |    | Inability To Determine Interest Rate                                               |     
|                                             | 4.9  |    | Illegality                                                                         |     
|                                             | 4.10 |    | Funding Indemnity                                                                  |     
|ARTICLE V    CONDITIONS PRECEDENT            |      | 48
|                                             | 5.1  |    | Closing Conditions                                                                 |     
|                                             | 5.2  |    | Condition to all Loans and Letters of Credit                                       |     
|ARTICLE VI    REPRESENTATIONS AND WARRANTIES |      | 52
|                                             | 6.1  |    | Organization and Qualification                                                     |     
|                                             | 6.2  |    | Solvency                                                                           |     
|                                             | 6.3  |    | Liens; Inventory                                                                   |     
|                                             | 6.4  |    | No Conflict                                                                        |     
|                                             | 6.5  |    | Enforceability                                                                     |     
|                                             |      |    |                                                                                    |     

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|                                     | 6.6  |    | Financial Data; Material Adverse Change                  |  | 53
|------------------------------------ | ---- | -- | -------------------------------------------------------- |  | --
|                                     | 6.7  |    | Locations of Offices and Records                         |  | 54
|                                     | 6.8  |    | Fictitious Business Names                                |  | 54
|                                     | 6.9  |    | Subsidiaries                                             |  | 54
|                                     | 6.10 |    | No Judgments or Litigation                               |  | 54
|                                     | 6.11 |    | No Defaults                                              |  | 54
|                                     | 6.12 |    | No Employee Disputes                                     |  | 55
|                                     | 6.13 |    | Compliance with Law                                      |  | 55
|                                     | 6.14 |    | ERISA                                                    |  | 55
|                                     | 6.15 |    | Compliance with Environmental Laws                       |  | 55
|                                     | 6.16 |    | Use of Proceeds                                          |  | 56
|                                     | 6.17 |    | Intellectual Property                                    |  | 56
|                                     | 6.18 |    | Licenses and Permits                                     |  | 57
|                                     | 6.19 |    | Title to Property                                        |  | 57
|                                     | 6.20 |    | Labor Matters                                            |  | 58
|                                     | 6.21 |    | Investment Company, Etc                                  |  | 58
|                                     | 6.22 |    | Margin Security                                          |  | 58
|                                     | 6.23 |    | No Event of Default                                      |  | 58
|                                     | 6.24 |    | Taxes and Tax Returns                                    |  | 58
|                                     | 6.25 |    | No Other Indebtedness                                    |  | 58
|                                     | 6.26 |    | Status of Accounts                                       |  | 59
|                                     | 6.27 |    | Material Contracts                                       |  | 59
|                                     | 6.28 |    | Survival of Representations                              |  | 59
|                                     | 6.29 |    | Affiliate Transactions                                   |  | 59
|                                     | 6.30 |    | Accuracy and Completeness of Information                 |  | 59
|                                     | 6.31 |    | Anti-Terrorism Laws                                      |  | 59
|                                     | 6.32 |    | Deposit Accounts and Commodities Accounts                |  | 60
|                                     | 6.33 |    | Force Majeure                                            |  | 60
|ARTICLE VII    AFFIRMATIVE COVENANTS |      | 60
|                                     | 7.1  |    | Financial Information                                    |  | 60
|                                     | 7.2  |    | Mortgaged Real Estate                                    |  | 63
|                                     | 7.3  |    | Corporate Existence                                      |  | 63
|                                     | 7.4  |    | ERISA                                                    |  | 63
|                                     | 7.5  |    | Proceedings or Adverse Changes                           |  | 65
|                                     | 7.6  |    | Environmental Matters                                    |  | 65
|                                     | 7.7  |    | Books and Records; Inspection                            |  | 65
|                                     | 7.8  |    | Collateral Records                                       |  | 66
|                                     | 7.9  |    | Security Interests                                       |  | 66
|                                     | 7.10 |    | Insurance; Casualty Loss                                 |  | 67
|                                     | 7.11 |    | Taxes                                                    |  | 67
|                                     | 7.12 |    | Compliance With Laws                                     |  | 68
|                                     | 7.13 |    | Use of Proceeds                                          |  | 68
|                                     | 7.14 |    | Fiscal Year; Accounting Policies; Risk Management Policy |  | 68
|                                     | 7.15 |    | Notification of Certain Events                           |  | 68
|                                     | 7.16 |    | Additional Guarantors                                    |  | 69
|                                     | 7.17 |    | Revisions or Updates to Schedules                        |  | 69
|                                     | 7.18 |    | Collection of Accounts                                   |  | 69
|                                     | 7.19 |    | Notice of Matters Affecting Accounts                     |  | 69
|                                     | 7.20 |    | Maintenance of Property                                  |  | 69
|                                     | 7.21 |    | Trademarks                                               |  | 70
|                                     |      |    |                                                          | 

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|                                             | 7.22  |    | Anti-Terrorism Laws                                                |  | 70
|-------------------------------------------- | ----- | -- | ------------------------------------------------------------------ |  | --
|ARTICLE VIII    FINANCIAL COVENANTS          |       | 70
|                                             | 8.1   |    | Fixed Charge Coverage Ratio                                        |  | 70
|ARTICLE IX    NEGATIVE COVENANTS             |       | 70
|                                             | 9.1   |    | Restrictions on Liens                                              |  | 70
|                                             | 9.2   |    | Restrictions on Additional Indebtedness                            |  | 71
|                                             | 9.3   |    | Restrictions on Sale of Assets                                     |  | 71
|                                             | 9.4   |    | No Corporate Changes                                               |  | 71
|                                             | 9.5   |    | No Guarantees                                                      |  | 71
|                                             | 9.6   |    | No Restricted Payments                                             |  | 71
|                                             | 9.7   |    | No Investments                                                     |  | 72
|                                             | 9.8   |    | No Affiliate Transactions                                          |  | 72
|                                             | 9.9   |    | No Prohibited Transactions Under ERISA                             |  | 72
|                                             | 9.10  |    | Additional Bank or Commodities Accounts                            |  | 72
|                                             | 9.11  |    | Restrictions on the Borrower                                       |  | 73
|                                             | 9.12  |    | Additional Negative Pledges                                        |  | 73
|                                             | 9.13  |    | Subordinated Debt                                                  |  | 73
|                                             | 9.14  |    | Sale and Leaseback                                                 |  | 73
|                                             | 9.15  |    | Limitations                                                        |  | 74
|                                             | 9.16  |    | Operating Lease Obligations                                        |  | 74
|ARTICLE X    POWERS                          |       | 74
|                                             | 10.1  |    | Appointment as Attorney-in-Fact                                    |  | 74
|ARTICLE XI    EVENTS OF DEFAULT AND REMEDIES |       | 74
|                                             | 11.1  |    | Events of Default                                                  |  | 74
|                                             | 11.2  |    | Acceleration                                                       |  | 76
|ARTICLE XII    TERMINATION                   |       | 77
|ARTICLE XIII    THE AGENT                    |       | 77
|                                             | 13.1  |    | Appointment of Agent                                               |  | 77
|                                             | 13.2  |    | Nature of Duties of Agent                                          |  | 78
|                                             | 13.3  |    | Lack of Reliance on Agent                                          |  | 78
|                                             | 13.4  |    | Certain Rights of the Agent                                        |  | 78
|                                             | 13.5  |    | Reliance by Agent                                                  |  | 79
|                                             | 13.6  |    | Indemnification of Agent                                           |  | 79
|                                             | 13.7  |    | The Agent in its Individual Capacity                               |  | 79
|                                             | 13.8  |    | Holders of Notes                                                   |  | 79
|                                             | 13.9  |    | Resignation of Agent                                               |  | 80
|                                             | 13.10 |    | Collateral Matters                                                 |  | 80
|                                             | 13.11 |    | Actions with Respect to Defaults                                   |  | 82
|                                             | 13.12 |    | Delivery of Information                                            |  | 82
|                                             | 13.13 |    | Reliance on Administrative Agent's Customer Identification Program |  | 83
|                                             | 13.14 |    | Patriot Act                                                        |  | 83
|ARTICLE XIV    MISCELLANEOUS                 |       | 83
|                                             | 14.1  |    | Waivers                                                            |  | 83
|                                             | 14.2  |    | JURY TRIAL                                                         |  | 83
|                                             | 14.3  |    | GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE                   |  | 83
|                                             | 14.4  |    | Notices                                                            |  | 84
|                                             | 14.5  |    | Assignability                                                      |  | 84
|                                             | 14.6  |    | Information                                                        |  | 87
|                                             | 14.7  |    | Payment of Expenses; Indemnification                               |  | 87
|                                             | 14.8  |    | Entire Agreement, Successors and Assigns                           |  | 88
|                                             |       |    |                                                                    | 

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| | 14.9  |  | Amendments, Etc                       |  | 88
| | ----- |  | ------------------------------------- |  | --
| | 14.10 |  | Nonliability of Agent and Lenders     |  | 89
| | 14.11 |  | Independent Nature of Lenders' Rights |  | 89
| | 14.12 |  | Counterparts                          |  | 89
| | 14.13 |  | Effectiveness                         |  | 89
| | 14.14 |  | Severability                          |  | 89
| | 14.15 |  | Headings Descriptive                  |  | 90
| | 14.16 |  | Maximum Rate                          |  | 90
| | 14.17 |  | Right of Setoff                       |  | 90
| | 14.18 |  | Delegation of Authority               |  | 90

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EXHIBITS AND SCHEDULES

EXHIBITS

|Exhibit A   |  | Form of Assignment and Acceptance        
|----------- |  | -----------------------------------------
|Exhibit B   |  | Form of Guaranty Agreement               
|Exhibit C   |  | Form of Landlord Agreement               
|Exhibit D   |  | Form of Pledge Agreement                 
|Exhibit E   |  | Form of Security Agreement               
|Exhibit F-1 |  | Form of Revolving Note                   
|Exhibit F-2 |  | Form of Swing Note                       
|Exhibit G   |  | Form of Notice of Borrowing and Payment  
|Exhibit H   |  | Form of Deposit Account Control Agreement
|Exhibit I   |  | Form of Notice of Extension/Conversion   
|Exhibit J   |  | Form of Compliance Certificate           
|Exhibit K   |  | Form of Borrowing Base Certificate       
|Exhibit L   |  | Form of Joinder Agreement                
|Exhibit M   |  | Form of Solvency Certificate             
|Exhibit N   |  | Form of Contribution Agreement           
|Exhibit O   |  | Form of Notice of Letter of Credit       

SCHEDULES

|Schedule 1.1A |  | Lenders and Revolving Credit Commitments
|------------- |  | ----------------------------------------
|Schedule 1.1B |  | Liens                                   
|Schedule 1.1C |  | Indebtedness                            
|Schedule 1.1D |  | Investments                             
|Schedule 3.1  |  | Existing Letters of Credit              
|Schedule 6.1  |  | Jurisdictions of Organization           
|Schedule 6.7  |  | Location of Offices and Records         
|Schedule 6.8  |  | Fictitious Business Names               
|Schedule 6.9  |  | Subsidiaries                            
|Schedule 6.10 |  | Litigation                              
|Schedule 6.14 |  | ERISA                                   
|Schedule 6.15 |  | Environmental Disclosures               
|Schedule 6.17 |  | Intellectual Property                   
|Schedule 6.19 |  | Real Estate                             
|Schedule 6.27 |  | Material Contracts                      
|Schedule 6.29 |  | Affiliate Transactions                  
|Schedule 6.32 |  | Bank Accounts and Commodities Accounts  
|Schedule 7.2  |  | Initially Selected Real Estate          
|Schedule 14.4 |  | Addresses for Notices                   

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SENIOR SECURED WORKING CAPITAL CREDIT FACILITY

THIS SENIOR SECURED WORKING CAPITAL CREDIT FACILITYis entered into as of September 13, 2004, among
TransMontaigne Inc., a Delaware corporation (the "Borrower"), each of the financial institutions identified as Lenders on the signature pages
hereto (together with each of their successors and assigns, referred to individually as a "Lender" and, collectively, as the
"Lenders"), JPMorgan Chase Bank and UBS AG, Stamford Branch, as Syndication Agents, Société
Générale, New York Branch and Wells Fargo Foothill, LLC, as the Documentation Agents, and Wachovia Bank, National Association
("Wachovia"), acting in the manner and to the extent described inArticle XIII(in such capacity,
the "Agent").

W I T N E S S E T H:

WHEREAS, the Borrower wishes to obtain a revolving credit facility refinancing of indebtedness, to finance the ongoing capital expenditures and working capital,
letter of credit and general corporate needs of the Borrower; and

WHEREAS,
upon the terms and subject to the conditions set forth herein, the Lenders are willing to make loans and advances to the Borrower;

NOW,
THEREFORE, the Borrower, the Lenders and the Agent hereby agree as follows:

ARTICLE I        DEFINITIONS



As used herein, the following terms shall have the meanings herein specified:



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|          |  | Average Excess
Borrowing Base
Availability |  | Applicable Margin
for Base Rate Loans |  | Applicable Margin for
Eurodollar Loans and
LIBOR Index Loans |  | Commitment Fee
|--------- |  | ------------------------------------------ |  | ------------------------------------- |  | ------------------------------------------------------------ |  | --------------
|Level I   |  | >70%                                       |  | 0.00%                                 |  | 1.50%                                                        |  | 0.50%         
|Level II  |  | < 70% and > 45%                            |  | 0.25%                                 |  | 1.75%                                                        |  | 0.50%         
|Level III |  | < 45% and > 20%                            |  | 0.50%                                 |  | 2.00%                                                        |  | 0.375%        
|Level IV  |  | < 20%                                      |  | 0.75%                                 |  | 2.25%                                                        |  | 0.25%         



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Eurodollar Rate =

London Interbank Offered Rate1 - Eurodollar Reserve Percentage




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Purchase Price

Minimum Excess
Availability upon
closing of
Acquisition

Pro Forma Fixed
Charge Coverage
Ratio£ $50,000,000

$
75,000,000

N/A£ $100,000,000 but >$50,000,000

$
75,000,000

1:10 to 1.00> $100,000,000

$
100,000,000

1:10 to 1.00




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Unless otherwise defined or specified herein, all accounting terms shall be construed herein and all accounting determinations for purposes of determining
compliance withSection 8.1and otherwise to be made under this Credit Agreement shall be made in accordance with GAAP applied on a basis
consistent in all material respects with the Financials. If GAAP shall change from the basis used in preparing the Financials, the certificates required to be delivered pursuant to Section 7.1demonstrating compliance with the covenants contained herein shall include calculations setting forth the adjustments necessary to
demonstrate how the Credit Parties are in compliance with the financial covenants based upon GAAP as in effect on the Closing Date. If the Credit Parties shall change their method of inventory
accounting, all calculations necessary to determine compliance with the covenants contained herein shall be made as if such method of inventory accounting had not been so changed.

The
Credit Parties shall deliver to the Agent and each Lender at the same time as the delivery of any annual financial statements given in accordance with the provisions of Section 7.1, (i) a
description in reasonable detail of any material change in the application of accounting principles employed in the
preparation of such financial statements from those applied in the most recently preceding annual financial statements and (ii) a reasonable estimate of the effect on the financial statements
on account of such changes in application.

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Terms not otherwise defined herein which are defined in the UCC shall have the meanings given them in the UCC. The words "hereof", "herein" and "hereunder" and
words of similar import when used in this Credit Agreement shall refer to the Credit Agreement as a whole and not to any particular provision of this Credit Agreement, unless otherwise specifically
provided. References in this Credit Agreement to "Articles", "Sections", "Schedules" or "Exhibits" shall be to Articles, Sections, Schedules or Exhibits of or to this Credit Agreement unless otherwise
specifically provided. Any of the terms defined inSection 1.1may, unless the context otherwise requires, be used in the singular or plural
depending on the reference. "Include", "includes" and "including" shall be deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of like import.
"Writing", "written" and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. References to any agreement or contract
are to such agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted
assigns of such Person. References "from" or "through" any date mean, unless otherwise specified, "from and including" or "through and including", respectively. References to any times herein shall
refer to Eastern Standard or Daylight Savings time, as applicable.

ARTICLE II        LOANS



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The Agent shall maintain an account on its books in the name of the Borrower in which the Borrower will be charged with all loans and advances made by the Lenders
to the Borrower or for the Borrower's account, including the Revolving Loans, the Swing Loans, the Letter of Credit Obligations and any other Obligations, including any and all costs, expenses and
attorney's fees which the Agent may incur, including, without limitation, in connection with the exercise by or for the Lenders of any of the rights or powers herein conferred upon the Agent (other
than in connection with any assignments or participations by any Lender) or in the prosecution or defense of any action or proceeding by or against the Borrower or the Lenders concerning any matter
arising out of, connected with, or relating to this Credit Agreement or the Accounts, or any Obligations owing to the Lenders by the Borrower. The Borrower will be credited in accordance with Section 2.3(b)(ii)above, with all amounts received by the Lenders from the Borrower or from others for the Borrower's account, including, as
above set forth, all amounts received by the Agent in payment of Accounts. In no event shall prior recourse to any Accounts or other Collateral be a prerequisite to the Agent's right to demand payment
of any Obligation upon its maturity. Further, it is understood that the Agent shall have no obligation whatsoever to perform in any respect any of the Borrower's contracts or obligations relating to
the Accounts.



Within fifteen (15) days after the end of each month the Agent shall send the Borrower a statement showing the accounting for the charges, loans, advances
and other transactions occurring between the Lenders and the Borrower during that month. The monthly statements shall be deemed

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correct
and binding upon the Borrower and shall constitute an account stated between the Borrower and the Lenders unless the Agent receives a written statement of the Borrower's exceptions within
forty-five (45) days after same is mailed to the Borrower.



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If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff or otherwise) on account of the Loans made by
it in excess of itspro ratashare of such payment as provided in this Credit Agreement or its participation in Letters of Credit in excess of its pro ratashare of its participation therein as provided for in this Credit Agreement, such Lender shall forthwith purchase from the other Lenders such
participations in the Loans made by them or in their participation in Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment accruing to all Lenders in
accordance with their respective ratable shares as provided for in this Credit Agreement;provided, however, that if all or any portion of such excess
is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender the purchase price to the extent of
such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so
recovered from the purchasing Lender) or any interest or other amount paid or payable by the purchasing Lender in respect to the total amount so recovered. The Borrower agree that any Lender so
purchasing a participation from another Lender pursuant to thisSection 2.7may, to the fullest extent permitted by law, exercise all of its
rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.



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Subject to the terms ofArticle V, the Borrower shall have the option, on any Business Day, to extend
existing Eurodollar Loans into a subsequent permissible Interest Period, to convert Revolving Loans that are Base Rate Loans into Eurodollar Loans, or to convert Eurodollar Loans into Base Rate Loans; provided,
however, that (i) except as provided inSection 4.10, Eurodollar Loans may be
converted into Base Rate Loans only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans,

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only
if no Default or Event of Default is in existence on the date of extension or conversion, (iii) Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the
definition of "Interest Period" and shall be in such minimum amounts as provided in with respect to Revolving Loans, Section 2.1(d)(i), and
(iv) no more than eight (8) separate Eurodollar Loans shall be outstanding hereunder at any time. Each such
extension or conversion shall be effected by the Borrower by giving a written Notice of Extension/Conversion (or telephone notice promptly confirmed in writing) to the Agent prior to 2:00 P.M.
on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third (3rd) Business Day prior to, in the case of the extension of a
Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Loans
to be so extended or converted, the types of Loans into which such Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or
conversion shall constitute a representation and warranty by the Borrower of the matters specified inArticle V. In the event the Borrower fails
to request an extension or conversion of any Eurodollar Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section, then such Loan shall be
automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto. The Agent shall give each Lender notice as promptly as practicable of any such proposed extension or
conversion affecting any Loan.



In the event that any Lender or, to the extent applicable, any participant thereof (the "Affected Lender"),



then,
so long as no Event of Default exists, the Borrower shall have the right to seek one or more replacement lenders which is reasonably satisfactory to the Agent (the
"Replacement Lender"). The Replacement Lender shall purchase the interests of the Affected Lender in the Loans, the Letters of Credit and its Revolving
Credit Commitment and shall assume the obligations of the Affected Lender hereunder and under the other Credit Documents upon execution by the Replacement Lender of an Assignment and Acceptance and
the tender by it to the Affected Lender of a purchase price agreed between it and the Affected Lender (or, if they are unable to agree, a purchase price in the amount of the Affected Lender's
Revolving Credit Commitment Percentage in the Loan and Letter of Credit Obligations, or appropriate credit support for contingent amounts included therein, and all other outstanding Obligations then
owed to the Affected Lender). Such assignment by the Affected Lender shall be deemed an early termination of any Eurodollar Loan to the extent of the Affected Lender's portion thereof, and the
Borrower will pay to the Affected Lender any resulting amounts due under Section 4.10. Upon consummation of such assignment, the Replacement Lender shall become party to this Agreement as a
signatory hereto and shall have all the rights and obligations of the Affected Lender under this Agreement and the other Credit Documents with a Revolving Credit Commitment Percentage equal to the
Revolving Credit Commitment Percentage of the Affected Lender, the

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Affected
Lender shall be released from its obligations hereunder and under the other Credit Documents, and no further consent or action by any party shall be required. Upon the consummation of such
assignment, the Borrower, the Agent and the Affected Lender shall make appropriate arrangements so that a new Revolving Note is issued to the Replacement Lender if it has acquired a portion of the
Revolving Loans. The Borrower and the Guarantors shall sign such documents and take such other actions reasonably requested by the Replacement Lender to enable it to share in the benefits of the
rights created by the Credit Documents. Until the consummation of an assignment in accordance with the foregoing provisions of thisSection 2.10,
the Company shall continue to pay to the Affected Lender any Obligations as they become due and payable.

ARTICLE III        LETTERS OF CREDIT



Subject to the terms and conditions hereof and of the Letter of Credit Documents, if any, and any other terms and conditions which the Issuing Bank may reasonably
require, the Lenders will participate in the issuance by the Issuing Bank from time to time of such Letters of Credit in Dollars from the Closing Date until the Maturity Date as the Borrower may
request, in a form reasonably acceptable to the Issuing Bank; provided, however, that (a) the Letter of Credit Obligations outstanding shall not at any time exceed the Letter of Credit
Committed Amount and (b) the aggregate Working Capital Obligations outstanding shall not at any time exceed the lesser of (A) the Revolving Credit Committed Amount then in effect and
(B) the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an
expiry date extending beyond the Maturity Date (but, subject to the foregoing, may provide for automatic renewal in the absence of notice of non-renewal by the Issuing Bank). Each Letter
of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and
expiry date of each Letter of Credit shall be a Business Day. The Existing Letters of Credit shall be deemed to have been issued hereunder on the Closing Date, and no request for issuance thereof need
be made.



The request for the issuance of a Letter of Credit shall be submitted by the Borrower to the Issuing Bank (with a copy to the Agent) at least two
(2) Business Days prior to the requested date of issuance. The Issuing Bank (other than Wachovia, so long as it also is the Agent) will give the Agent written or telex notice in substantially
the form of Exhibit O or telephonic notice confirmed promptly thereafter in writing, of the issuance of a Letter of Credit. In addition, upon request, the Issuing Bank will disseminate to the
Agent and each of the Lenders a detailed report specifying the Letters of Credit which are then issued and outstanding and any activity with respect thereto which may have occurred since the date of
the prior report, and including therein, among other things, the beneficiary, the face amount and the expiry date as well as any payment or expirations which may have occurred.



Each Lender, upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank in such Letter of
Credit and the obligations arising thereunder, in each case in an amount equal to its Revolving Credit Commitment Percentage of such Letter of Credit, and shall absolutely, unconditionally and
irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Bank therefor and discharge when due, its Revolving Credit Commitment Percentage of the obligations
arising under such Letter of Credit. Without limiting the scope and nature of each Lender's participation in any Letter of Credit, to the

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extent
that the Issuing Bank has not been reimbursed as required hereunder or under any such Letter of Credit, each such Lender shall pay to the Issuing Bank its Revolving Credit Commitment Percentage
of such unreimbursed drawing pursuant to the provisions ofSection 3.4. The obligation of each Lender to so reimburse the Issuing Bank shall be
absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair
the obligation of the Borrower to reimburse the Issuing Bank under any Letter of Credit, together with interest as hereinafter provided.



In the event of any drawing under any Letter of Credit, the Issuing Bank will promptly notify the Borrower. Unless the Borrower shall immediately notify the
Issuing Bank that the Borrower intends to otherwise reimburse the Issuing Bank for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of
the drawing as provided inSection 3.5on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement
obligations. The Borrower promises to reimburse the Issuing Bank on the day of drawing under any Letter of Credit (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same
day funds. If the Borrower shall fail to reimburse the Issuing Bank as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Base Rate plusthe sum of (i) the Applicable Percentage for Base Rate Loans and (ii) two percent (2%). The Borrower's reimbursement obligations
hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of setoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing Bank,
the Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including without limitation any defense based on any failure of the Borrower to receive consideration
or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Bank will promptly notify the other Lenders of the amount of any unreimbursed drawing and each Lender
shall promptly pay to the Agent for the account of the Issuing Bank in Dollars and in immediately available funds, the amount of such Lender's Revolving Credit Commitment Percentage of such
unreimbursed drawing. Such payment shall be made on the Business
Day such notice is received by such Lender from the Issuing Bank if such notice is received at or before 2:00 P.M. otherwise such payment shall be made at or before 12:00 Noon on the Business
Day next succeeding the day such notice is received. If such Lender does not pay such amount to the Issuing Bank in full upon such request, such Lender shall, on demand, pay to the Agent for the
account of the Issuing Bank interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the Issuing Bank in full at a rate per annum equal to,
if paid within two (2) Business Days of the date that such Lender is required to make payments of such amount pursuant to the preceding sentence, the Federal Funds Rate and thereafter at a rate
equal to the Base Rate. Each Lender's obligation to make such payment to the Issuing Bank, and the right of the Issuing Bank to receive the same, shall be absolute and unconditional, shall not be
affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Revolving Credit Commitments hereunder, the existence of a Default or Event of Default or
the acceleration of the obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment
by a Lender to the Issuing Bank, such Lender shall, automatically and without any further action on the part of the Issuing Bank or such Lender, acquire a participation in an amount equal to such
payment (excluding the portion of such payment constituting interest owing to the Issuing Bank) in the related unreimbursed drawing portion of the Letter of Credit Obligation and in the interest
thereon and in the related Letter of Credit Documents, and shall have a claim against the Borrower with respect thereto.

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On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit,
the Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case
a Revolving Loan advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i)with respect thereto) shall be
immediately made to the Borrower by all Lenders (notwithstanding any termination of the
Revolving Credit Commitments pursuant toSection 11.2)pro ratabased on the respective Revolving
Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2) and the proceeds thereof shall be paid
directly by the Agent to the Issuing Bank for application to the respective Letter of Credit
Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan immediately upon any such request or deemed request in the
amount, in the manner and on the date specified in the preceding sentencenotwithstanding(i) the amount of such borrowing may not comply with
the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified inArticle Vare
then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise
required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit
Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above
(including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding with respect to the Borrower), then each such Lender hereby agrees that it shall
forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the
Issuing Bank such participation in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit Obligations ratably (based upon the
respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)),providedthat at the time any purchase of participation pursuant to this sentence
is actually made, the purchasing Lender shall be required to pay to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4,
interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would
otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the
Federal Funds Rate, and thereafter at a rate equal to the Base Rate.



The renewal or extension of any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit
hereunder.



The Issuing Bank may provide that the Letters of Credit shall be subject to the UCP, in which case the UCP may be incorporated by reference therein and deemed in
all respects to be a part thereof.



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It is expressly understood and agreed that the obligations of the Issuing Bank hereunder to the Lenders are only those expressly set forth in this Credit
Agreement and that the Issuing Bank shall be entitled to assume that the conditions precedent set forth inArticle III or Vhave been satisfied
unless it

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shall
have acquired actual knowledge that any such condition precedent has not been satisfied;provided, however, that nothing set forth in this Article IIIshall be deemed to prejudice the right of any Lender to recover from the Issuing Bank any amounts made available by such Lender to
the Issuing Bank pursuant to thisArticle IIIin the event that it is determined by a court of competent jurisdiction that the payment with
respect to a Letter of Credit constituted gross negligence or willful misconduct on the part of the Issuing Bank.



In the event of any conflict between this Credit Agreement and any Letter of Credit Document (including any letter of credit application), this Credit Agreement
shall control.

ARTICLE IV        INTEREST AND FEES



Subject to the provisions ofSection 4.2, the Loans shall bear interest as follows:



Interest
on the Loans shall be payable in arrears on each Interest Payment Date.



Interest on any amount of matured principal under the Loans, and interest on the amount of principal under the Revolving Loans outstanding as of the date an Event
of Default occurs, and at all times thereafter until the earlier of the date upon which (a) all Obligations have been paid and satisfied in full or (b) such Event of Default shall have
been cured or waived, shall be payable on demand at the Default Rate. Interest shall be payable on any other amount due hereunder and shall accrue at the Default Rate, from the date due and payable
until paid in full.



The Borrower shall pay to the Agent for the benefit of the Lenders theCommitment Feedue in respect of each
calendar month within five (5) days after receipt of a statement therefor.



On the Closing Date the Agent shall pay to each Lender its respective Lender's Fees that are required to be paid on the Closing Date pursuant to the terms of the
Fee Letter with the Agent. The Borrower shall pay all fees required to be paid to the Agent under the Fee Letter at the times and in the amounts set forth therein.



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The Borrower hereby authorizes the Agent to charge the Borrower's Swing Loan account or Revolving Loan accounts, as applicable, with the amount of all payments
and fees due hereunder to the Lenders, the Agent and the Issuing Bank as and when such payments become due. The Borrower confirms that any charges which the Agent may so make to the Borrower's Swing
Loan Account or Revolving Loan accounts as herein provided will be made as an accommodation to the Borrower and solely at the Agent's discretion.



If after the Closing Date, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with
respect to reserve requirements, applicable to any Funding Bank or any of the Lenders, or (b) a Funding Bank or any of the Lenders complies with any future guideline or request from any central
bank or other Governmental Authority or (c) a Funding Bank or any of the Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change
therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or
would have the effect described below, or a Funding Bank or any of the Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, and in the case of any event set forth in this clause (c), such adoption, change or compliance has or would have the direct or indirect effect of
reducing the rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or
compliance (taking into consideration the Funding Bank's or Lenders' policies with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the
foregoing events described in clauses (a), (b) or (c) is or results in an increase in the cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amount, the
Revolving Loans or the Letters of Credit, then the Borrower shall from time to time upon demand by the Agent, pay to the Agent additional amounts sufficient to indemnify the Lenders against such
increased cost. A certificate as to the amount of such increased cost shall be submitted to the Borrower by the Agent and shall be conclusive and binding absent manifest error.



If prior to the first day of any Interest Period, (a) the Agent shall have determined in good faith (which determination shall be conclusive and binding
upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period,
(b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period

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will
not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of
the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the
Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrower when such conditions no longer exist. If such notice is given (i) any
Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Loans that were to have been converted on the first day of such
Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the
then-current Interest Period thereof, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the
Borrower have the right to convert Base Rate Loans to Eurodollar Loans.



Notwithstanding any other provision herein, if the adoption of or any change in any law, treaty, rule or regulation or final, non-appealable
determination of an arbitrator or a court or other Governmental Authority or in the interpretation or application thereof occurring after the Closing Date shall make it unlawful for any Lender to make
or maintain Eurodollar Loans as contemplated by this Credit Agreement, (a) such Lender shall promptly give written notice of such circumstances to the Borrower and the Agent (which notice shall
be withdrawn whenever such circumstances no longer exist), (b) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert a Base Rate Loan
to Eurodollar Loans shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Lender to make or maintain Eurodollar Loans, such Lender shall then have a commitment
only to make a Base Rate Loan when a Eurodollar Loan is requested and (c) such Lender's Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans
on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Loan occurs on a
day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 4.10.



The Borrower promises to indemnify each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur (other than
through such Lender's gross negligence or willful misconduct) as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or extension of Eurodollar Loans after
the Borrower has given a notice requesting the same in accordance with the provisions of this Credit Agreement, (b) default by the Borrower in making any prepayment of a Eurodollar Loan after
the Borrower has given a notice thereof in accordance with the provisions of this Credit Agreement, and (c) the making of a prepayment of Eurodollar Loans on a day which is not the last day of
an Interest Period with respect thereto. With respect to Eurodollar Loans, such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest which would have
accrued on the amount so prepaid, or not so borrowed, converted or extended, for the period from the date of such prepayment or of such failure to borrow, convert or extend to the last day of the
applicable Interest Period (or, in the case of a failure to borrow, convert or extend, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of
interest for such Eurodollar Loans provided for hereinover(ii) the amount of interest (as reasonably determined by such Lender) which would
have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading

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banks
in the interbank Eurodollar market. This covenant shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

ARTICLE V        CONDITIONS PRECEDENT

The obligation of the Lenders to make any Revolving Loan or of the Issuing Bank to issue any Letter of Credit hereunder is subject to the satisfaction of, or
waiver of, the following conditions precedent:



The obligation of each Lender to make the Loans or of Wachovia to make any Swing Loan and/or of the Issuing Bank to issue Letters of Credit hereunder shall be
subject to the satisfaction or waiver by the Agent in its reasonable discretion, on or prior to the Closing Date, of the following conditions precedent:



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ARTICLE VI        REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to enter into this Credit Agreement and the Issuing Bank to issue the Letters of Credit, and to make available the credit
facilities contemplated hereby, the Borrower and (by execution and delivery of the Guaranty Agreement or of a joinder thereto and incorporation by reference therein) each Guarantor hereby represents
and warrants to the Lenders and the Issuing Bank as of the Closing Date, the Closing Date and on the date of each extension of credit hereunder, as follows:



Such Credit Party and each of its Subsidiaries (i) is a corporation or limited liability company duly organized, validly existing and in good standing
under the laws of the state of its organization, (ii) has the power and authority to own its properties and assets and to transact the businesses in which it is presently, or proposes to be,
engaged, and (iii) is duly qualified and is authorized to do business and is in good standing in every jurisdiction in which the failure to be so qualified could reasonably be expected to have
a Material Adverse Effect.Schedule 6.1contains a true, correct and complete list of all jurisdictions in which such Credit Party and its
Subsidiaries are qualified to do business as a foreign corporation or foreign limited liability company as of the Closing Date.



The fair saleable value of such Credit Party's assets exceeds all liabilities (other than any inter-company amounts payable to another Credit Party), including
those to be incurred pursuant to this Credit Agreement. Such Credit Party (i) does not have unreasonably small capital in relation to the business in which it is or proposes to be engaged or
(ii) has not incurred, and does not intend to incur after giving effect to the transactions contemplated by this Credit Agreement, debts beyond its ability to pay such debts as they become due.



There are no Liens in favor of third parties with respect to any of the Collateral, including, without limitation, with respect to the Inventory, wherever
located, other than Permitted Liens. Upon the proper filing of financing statements and the proper recordation of other applicable documents with the appropriate filing or recordation offices in each
of the necessary jurisdictions, the security interests granted pursuant to the Credit Documents constitute and shall at all times constitute, as required pursuant to the Credit Documents, valid and
enforceable first, prior and perfected Liens on the Collateral (other than Permitted Liens). The Credit Parties are, or will be at the time additional Collateral is acquired by them, the absolute
owners of the Collateral with full right to pledge, sell,

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consign,
transfer and create a Lien therein, free and clear of any and all Liens in favor of third parties, except Permitted Liens. The Credit Parties will at their expense warrant, until all of the
Credit and Collateral Termination Events have occurred, and, at the Agent's request, defend the Collateral from any and all Liens (other than Permitted Liens) of any third party. The Credit Parties
will not grant, create or permit to exist, any Lien upon the Collateral, or any proceeds thereof, in favor of any third party (other than Permitted Liens).



The execution and delivery by such Borrower of this Credit Agreement and by the Credit Parties of each of the other Credit Documents executed and delivered in
connection herewith and the performance of the obligations of such Credit Party hereunder and thereunder, as applicable, and the consummation by such Credit Party of the transactions contemplated
hereby and thereby: (i) are within the corporate or other organizational, as the case may be, powers of such Credit Party; (ii) are duly authorized by the Board of Directors or similar
managing body of such Credit Party; (iii) are not in contravention of the terms of the organizational documents of such Credit Party or of any material indenture, agreement, mortgage, deed of
trust, loan agreement, credit agreement or other material agreement or instrument to which such Credit Party is a party or by which such Credit Party or its material properties are bound;
(iv) do not require the consent, registration or approval of any Governmental Authority or any other Person (except such as have been duly obtained, made or given, and are in full force and
effect); (v) do not contravene any statute, law, ordinance regulation, rule, order or other governmental restriction applicable to or binding upon such Credit Party; and (vi) will not,
except as contemplated herein for the benefit of the Agent on behalf of the Lenders, result in the imposition of any Liens (other than Permitted Liens) upon any property of such Credit Party under any
existing indenture, mortgage, deed of trust, loan or credit agreement or other material agreement or instrument to which such Credit Party is a party or by which it or any of its property may be bound
or affected.



The Credit Agreement and all of the other Credit Documents, as applicable, are the legal, valid and binding obligations of such Credit Party, and with respect to
those Credit Documents executed and delivered by any other Subsidiary, of each such other Subsidiary, and are enforceable against such Credit Party and such other Subsidiaries, as the case may be, in
accordance with their terms except as such enforceability may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and (ii) general principles of equity.



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The Credit Parties' states of domicile, principal places of business and chief executive offices are set forth in Schedule 6.7, and
the books and records of the Credit Parties and all chattel paper and all records of accounts are located at the principal
places of business and chief executive offices of the Credit Parties.Schedule 6.7is a true, correct and complete list of (i) the address
of the chief executive offices of the Credit Parties and each of their Subsidiaries and (ii) the address of all offices where records and books of account of the Credit Parties and each of
their Subsidiaries are kept.



No Credit Party has used any corporate or fictitious name during the five (5) years preceding the date hereof, other than the corporate name shown on its
or such Credit Party's articles or certificate of incorporation or formation or as set forth onSchedule 6.8.



The only direct or indirect Subsidiaries of the Borrower are those listed onSchedule 6.9. The Persons
identified onSchedule 6.9are the record and beneficial owners of all of the shares of Capital Stock of each of the Persons listed on Schedule 6.9as being owned by thereby, there are no proxies, irrevocable or otherwise, with respect to such shares, and no equity securities of
any of any of such Persons are or may become required to be issued by reason of any options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into or exchangeable for, shares of any Capital Stock of any such Person, and there are no contracts, commitments, understandings or arrangements by which any such
Person is or may become bound to issue additional shares of its Capital Stock or securities convertible into or exchangeable for such shares. All of such shares are owned by such Persons free and
clear of any Liens other than Permitted Liens.



Except as set forth onSchedule 6.10, no judgments, orders, writs or decrees are outstanding against such
Credit Party or any of its Subsidiaries nor is there now pending or, to the best of such Credit Party's knowledge after due inquiry, threatened any litigation, contested claim, investigation,
arbitration, or governmental proceeding by or against such Credit Party or any of its Subsidiaries except judgments and pending or threatened litigation, contested claims, investigations, arbitrations
and governmental proceedings which could not reasonably be expected to have a Material Adverse Effect.



Neither such Credit Party nor any of its Subsidiaries is in default under any term of any indenture, contract, lease, agreement, instrument or other commitment to
which any of them is a party or by which any of them is bound which default has had or could be reasonably expected to have a Material Adverse Effect. Such Credit Party knows of no dispute regarding
any indenture, contract, lease, agreement, instrument or other commitment which could reasonably be expected to have a Material Adverse Effect.

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There are no controversies pending or, to the best of such Credit Party's knowledge after diligent inquiry, threatened between such Credit Party or any of its
Subsidiaries and any of their respective employees, other than those arising in the ordinary course of business which could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.



Neither such Credit Party nor any of its Subsidiaries has violated or failed to comply with any statute, law, ordinance, regulation, rule or order of any foreign,
federal, state or local government, or any other Governmental Authority or any self regulatory organization, or any judgment, decree or order of any court, applicable to its business or operations
except where the aggregate of all such violations or failures to comply could not reasonably be expected to have a Material Adverse Effect. The conduct of the business of such Credit Party and each of
its Subsidiaries is in conformity with all securities, commodities, energy, public utility, zoning, building code, health, OSHA and environmental requirements and all other foreign, federal, state and
local governmental and regulatory requirements and requirements of any self regulatory organizations, except where such non-conformities could not reasonably be expected to have a Material
Adverse Effect. Neither such Credit Party nor any of its Subsidiaries has received any notice to the effect that, or otherwise been advised that, it is not in compliance with, and neither such Credit
Party nor any of its Subsidiaries has any reason to anticipate that any currently existing circumstances are likely to result in the violation of any such statute, law, ordinance, regulation, rule,
judgment, decree or order which failure or violation could reasonably be expected to have a Material Adverse Effect.



None of such Credit Parties or any of their Subsidiaries or ERISA Affiliates maintains or contributes to any Benefit Plan other than those listed on Schedule 6.14. Each Benefit Plan has been and is being maintained and funded in accordance with its terms and in compliance in all material
respects with all provisions of ERISA and the Internal Revenue Code applicable thereto. Such Credit Party, each of its Subsidiaries and each of its ERISA Affiliates has fulfilled all obligations
related to the minimum funding standards of ERISA and the Internal Revenue Code for each Benefit Plan, is in compliance in all material respects with the currently applicable provisions of ERISA and
of the Internal Revenue Code and has not incurred any liability (other than routine liability for premiums) under Title IV of ERISA. No Termination Event has occurred nor has any other event occurred
that may result in such a Termination Event. No event or events have occurred in connection with which such Credit Parties or any of its Subsidiaries or ERISA Affiliates, any fiduciary of a Benefit
Plan or any Benefit Plan, directly or indirectly, would be subject to any material liability, individually or in the aggregate, under ERISA, the Internal Revenue Code or any other law, regulation or
governmental order or under any agreement, instrument, statute, rule of law or regulation pursuant to or under which any such entity has agreed to indemnify or is required to indemnify any person
against liability incurred under, or for a violation or failure to satisfy the requirements of, any such statute, regulation or order.



Except as disclosed onSchedule 6.15, and except where the aggregate of all such violations or failures to
comply could not reasonably be expected to have a Material Adverse Effect (a) the operations of such Credit Party and each of its Subsidiaries comply with all applicable federal, state or local
environmental, health and safety statutes, regulations, or ordinances, and (b) none of the operations of such Credit Party or any of its Subsidiaries is the subject of any judicial or
administrative proceeding alleging the violation of any federal, state or local environmental, health or safety statute,

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regulation,
direction, ordinance, criteria or guidelines. Except as disclosed onSchedule 6.15and except as could not reasonably be expected to
have a Material Adverse Effect, to the knowledge of each Credit Party and any of its Subsidiaries, none of the operations of such Credit Party or any of its Subsidiaries is the subject of any federal
or state investigation evaluating whether such Credit Party or any of its Subsidiaries disposed any hazardous or toxic waste, substance or constituent or other substance at any site that may require
remedial action, or any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any hazardous or toxic waste, substance or constituent, or other
substance into the environment. Except as disclosed onSchedule 6.15and except for any notices required in connection with any environmental
permits in the ordinary course of business, neither such Credit Party nor any of its Subsidiaries have filed any notice under any federal or state law indicating past or present treatment, storage or
disposal of a hazardous waste or reporting a spill or release of a hazardous or toxic waste, substance or constituent, or other substance into the environment. Except as disclosed on Schedule 6.15and except as could not reasonably be expected to have a Material Adverse Effect, neither such Credit Party nor any of its
Subsidiaries have any contingent liability of which such Credit Party has knowledge in connection with any release of any hazardous or toxic waste, substance or constituent, or other substance into
the environment, nor has such Credit Party or any of its Subsidiaries received any notice or letter advising it of potential liability arising from the disposal of any hazardous or toxic waste,
substance or constituent or other substance into the environment.



All proceeds of the Loans will be used only in accordance withSection 7.13.



Such Credit Party and each of its Subsidiaries possesses adequate assets, licenses, patents, patent applications, copyrights, service marks, trademarks and
tradenames to continue to conduct its business as heretofore conducted by it.Schedule 6.17sets forth (a) all of the federal, state and
foreign registrations of trademarks, service marks and other marks, trade names or other trade rights of such Credit Party and its Subsidiaries, and all pending applications for any such
registrations, (b) all of the patents and copyrights of such Credit Party and its Subsidiaries and all pending applications therefor and (c) all other trademarks, service marks and other
marks, trade names and other trade rights used by such Credit Party or any of its Subsidiaries in connection with their businesses, in each case necessary for the conduct of such Credit Party's and
such Credit Party's Subsidiaries' business (collectively, the "Proprietary Rights"). Such Credit Party and its Subsidiaries are collectively the owners
of each of the trademarks listed onSchedule 6.17as indicated on such schedule, and no other Person has the right to use any of such marks in
commerce either in the identical form or in such near resemblance thereto as may be likely to cause confusion or to cause mistake or to deceive. Each of the trademarks listed on Schedule 6.17is a
federally registered trademark of such Credit Party or its Subsidiaries having the registration number and issue date set
forth onSchedule 6.17. The Proprietary Rights listed onSchedule 6.17are all those used
in the businesses of such Credit Party and its Subsidiaries. Except as disclosed onSchedule 6.17, no person has a right to receive any royalty
or similar payment in respect of any Proprietary Rights pursuant to any contractual arrangements entered into by such Credit Party, or any of its Subsidiaries and no person otherwise has a right to
receive any royalty or similar payment in respect of any such Proprietary Rights except as disclosed onSchedule 6.17. Neither such Credit Party
nor any of its Subsidiaries has granted any license or sold or otherwise transferred any interest in any of the Proprietary Rights to any other person. The use of each of the Proprietary Rights by
such Credit Party and its Subsidiaries is not infringing upon or otherwise violating the rights of any third party in or to such Proprietary Rights, and no proceeding has been instituted against or
notice received by such Credit Party or any of its Subsidiaries that are presently outstanding alleging that the use of any of the Proprietary Rights infringes upon or otherwise violates

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the
rights of any third party in or to any of the Proprietary Rights. Neither such Credit Party nor any of its Subsidiaries have given notice to any Person that it is infringing on any of the
Proprietary Rights and to the best of such Credit Party's knowledge, no Person is infringing on any of the Proprietary Rights. All of the Proprietary Rights of such Credit Party and its Subsidiaries
are valid and enforceable rights of such Credit Party and its Subsidiaries and will not cease to be valid and in full force and effect by reason of the execution and delivery of this Credit Agreement
or the Credit Documents or the consummation of the transactions contemplated hereby or thereby.



Such Credit Party and each of its Subsidiaries have obtained and hold in full force and effect, all material franchises, licenses, leases, permits, certificates,
authorizations, qualifications, easements, rights of way and other rights and approvals which are necessary for the operation of their businesses as presently conducted and as proposed to be conducted
and whose absence or failure to obtain could reasonably be expected to have a Material Adverse Effect. Neither of such Credit Party nor any of its Subsidiaries is in violation of the terms of any such
franchise, license, lease, permit, certificate, authorization, qualification, easement, right of way, right or approval in any such case which could reasonably be expected to have a Material Adverse
Effect.



Such Credit Party has to its best knowledge (i) defensible fee simple title to or valid leasehold interests in all of its real property, including, without
limitation, the Real Estate (all such real property and the nature of such Credit Party's or any of its Subsidiary's interest therein is disclosed on Schedule 6.19, as it may be updated from time
to time pursuant toSection 7.9,) and
(ii) defensible title to all of its other property (including without limitation, all real and other property in each case as reflected in the Financial Statements delivered to the Agent
hereunder), other than properties disposed of in the ordinary course of business or in any manner otherwise permitted under this Credit Agreement since the date of the most recent audited consolidated
balance sheet of such Credit Party, and in each case subject to no Liens other than Permitted Liens. Such Credit Party and its Subsidiaries, to the best of their respective knowledge, enjoy peaceful
and undisturbed possession of all its real property, including, without limitation, the Real Estate, and there is no pending or, to the best of their knowledge, threatened condemnation proceeding
relating to any such real property. No material default exists under (i) any Lease on any property on which is Mortgage is granted, or (ii) any other Lease, to the extent such default
would reasonably be expected to have a Material Adverse Effect. All of the Structures and other tangible assets owned, leased or used by such Credit Party or any of its Subsidiaries in the conduct of
their respective businesses, to the best of their respective knowledge, are (a) insured to the extent and in a manner required by Section 7.10, (b) structurally sound with no
known defects which have or could reasonably be expected to have a Material Adverse Effect, (c) in good operating condition and repair, subject to ordinary wear and tear, (d) not in need
of maintenance or repair except for ordinary, routine maintenance and repair the cost of which is immaterial and except to the extent failure to so maintain and repair could not reasonably be expected
to have a Material Adverse Effect, (e) sufficient for the operation of the businesses of such Credit Party and its Subsidiaries as currently conducted, except to the extent failure to be so
sufficient could not reasonably be expected to have a Material Adverse Effect and (f) in conformity with all applicable laws, ordinances, orders, regulations and other requirements (including
applicable zoning, environmental, motor vehicle safety, occupational safety and health laws and regulations) relating thereto, except where the failure to conform could not reasonably be expected to
have a Material Adverse Effect.

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Neither such Credit Party nor any of its Subsidiaries is engaged in any unfair labor practice which could reasonably be expected to have a Material Adverse
Effect. There is (a) no material unfair labor practice complaint pending against such Credit Party or any of its Subsidiaries or, to the best knowledge of such Credit Party, threatened against
any of them, before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements that has or could reasonably be expected to
have a Material Adverse Effect is so pending against such Credit Party or any of its Subsidiaries or, to the best knowledge of such Credit Party, threatened against any of
them, (b) no strike, labor dispute, slowdown or stoppage pending against either of such Credit Party or any of its Subsidiaries or, to the best knowledge of such Credit Party, threatened
against any of them, and (c) no union representation questions with respect to the employees of such Credit Party or any Subsidiaries and no union organizing activities.



Neither such Credit Party nor any of its Subsidiaries is (a) an "investment company" or a company "controlled" by an "investment company" within the
meaning of the Investment Company Act of 1940, as amended, (b) a "holding company" or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company," within the meaning of the Public Utility Holding Company Act of 1935, as amended, or (c) subject to any other law which regulates or restricts its ability to
borrow money or to consummate the transactions contemplated by this Credit Agreement or the other Credit Documents or to perform its obligations hereunder or thereunder.



Such Borrower does not own any margin stock and no portion of the proceeds of any Loans or Letters of Credit shall be used by the Borrower for the purpose of
purchasing or carrying any "margin stock" (as defined in Regulation U of the Board of Governors of the Federal Reserve System) or for any other purpose which violates the provisions or
Regulation U, of said Board of Governors or for any other purpose in violation of any applicable statute or regulation, or of the terms and conditions of this Credit Agreement.



No Default or Event of Default has occurred and is continuing.



Each Credit Party has filed, or caused to be filed, all material tax returns (federal, state, local and foreign, including relating to excise taxes) required to
be filed and paid all amounts of taxes shown thereon to be due (including interest and penalties) and has paid all other material taxes, fees, assessments and other governmental charges (including
mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except for such taxes (a) that are not yet delinquent or (b) that are being appropriately contested
in good faith, and against which adequate reserves are being maintained in accordance with GAAP. None of the Credit Parties is aware of any proposed material tax assessments against it or any other
Credit Party.



Such Credit Party has no Indebtedness that is senior, pari passu or subordinated in right of payment to their Indebtedness to the Lenders hereunder, except for
Permitted Indebtedness.

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Each Account is based on an actual and bona fide sale and delivery of goods or rendition of services to customers, made by such Credit Party in the ordinary
course of its business; the goods and inventory being sold and the Accounts created are its exclusive property and are not and shall not be subject to any Lien, consignment arrangement, encumbrance,
security interest or financing statement whatsoever, other than the Permitted Liens; and such Credit Party's customers have accepted the goods or services, owe and are obligated to pay the full
amounts stated in the invoices according to their terms, without any dispute, offset, defense, counterclaim or contra that could reasonably be expected to have, when aggregated with any such other
disputes, offsets, defenses, counterclaims or contras, a Material Adverse Effect. Such Credit Party confirms to the Lenders that any and all taxes or fees relating to its business, its sales, the
Accounts or the goods relating thereto, are its sole responsibility and that same will be paid by such Credit Party when due (unless duly contested and adequately reserved for).



Schedule 6.27sets forth a true, correct and complete list of all the Material Contracts currently in
effect as of the Closing Date. All of the Material Contracts are in full force and effect, and no material defaults currently exist thereunder.



All representations made by such Credit Party in this Credit Agreement (including by incorporation by reference in the Guaranty Agreement) and in any other Credit
Document shall survive the execution and delivery hereof and thereof.



Except as set forth onSchedule 6.29, neither such Credit Party nor any of its Subsidiaries is a party to
or bound by any agreement or arrangement (whether oral or written) to which any Affiliate of such Credit Party or any of its Subsidiaries is a party except (a) in the ordinary course of and
pursuant to the reasonable requirements of such Credit Party's or such Subsidiary's business and (b) upon fair and reasonable terms no less favorable to such Credit Party and such Subsidiary
than it could obtain in a comparable arm's-length transaction with an unaffiliated Person.



All factual information heretofore, contemporaneously or hereafter furnished by or on behalf of the Credit Parties or any of their respective Subsidiaries in
writing to the Agent, any Lender, or the Independent Accountant for purposes of or in connection with this Credit Agreement or any Credit Documents, or any transaction contemplated hereby or thereby
is or will be true and accurate in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such
information not misleading at such time.



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As of the Closing Date, none of the Credit Parties has any checking, savings or other accounts at any bank or other financial institution, or any commodities
accounts with any commodities intermediary, or any other account where money is or may be deposited or maintained with any Person that is not described on Schedule 6.32.Schedule 6.32accurately sets forth the purpose for which each such deposit
account is maintained.



None of any Credit Parties' business is suffering from effects of fire, accident, strike, drought, storm, earthquake, embargo, tornado, hurricane, act of God,
acts of a public enemy or other casualty that would reasonably be likely to have a Material Adverse Effect.

ARTICLE VII        AFFIRMATIVE COVENANTS

Until all of the Credit and Collateral Termination Events have occurred, the Borrower and (by execution and delivery of the Guaranty Agreement or of a joinder
thereto and incorporation by reference therein) each Guarantor agrees that, unless the Required Lenders shall have otherwise consented in writing:



The Borrower will furnish to the Agent on behalf of the Lenders the following information within the following time periods:



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In consultation with the Borrower, the Agent has identified the Initially Selected Real Estate and the items that will comprise the Real Property Documentation
related thereto has been or shall be obtained and furnished to the Agent for its review as soon as reasonably possible. On the Closing Date, the Agent, for the benefit of the Lenders, shall receive a
Mortgage on each parcel or tract of the Initially Selected Real Estate that constitutes Accepted Real Estate on such date, conveying a first priority Lien thereon, subject to no other Liens other than
Permitted Liens. Upon receipt of all Approved Appraisals for the Initially Selected Real Estate, if the aggregate Net Orderly Liquidation Value of the Initially Selected Real Estate is less than the
Minimum Real Estate Liquidation Value, the Agent shall identify and select, Additionally Selected Real Estate in such a manner as to minimize legal fees, mortgage taxes, title insurance and other
applicable costs and charges. The Additionally Selected Real Estate shall then be appraised according to the foregoing, and such process shall be continued until terminals and related real estate
having Approved Appraisals showing appraised aggregate Net Orderly Liquidation Value of not less than the Minimum Real Estate Liquidation Value have been identified. The items that will comprise the
Real Property Documentation for each such parcel or tract shall be obtained and delivered as soon as reasonably practicable after such parcel or tract has been identified as part of the Initially
Selected Real Estate and Additionally Selected Real Estate pursuant to the foregoing process, and as soon as each such Initially Selected Real Estate and Additionally Selected Real Estate has become
Accepted Real Estate, the Agent, for the benefit of the Lenders, shall receive a Mortgage on such parcel or tract, conveying a first priority Lien thereon, subject to no other
Liens other than Permitted Liens. In the event any Credit Party desires to substitute any other real estate property for existing Mortgaged Real Estate, the Borrower will so notify the Agent and, if
the Agent receives Real Property Documentation reasonably satisfactory to it with respect thereto, a Mortgage shall be executed and delivered thereon in favor of the Agent, for the benefit of the
Lenders, and such property shall become Mortgaged Real Estate, and the property for which such property was substituted shall be released by the Agent.



Each Credit Party and each of its Subsidiaries: (a) will (i) maintain their current corporate or other organizational existence, except as permitted
by Section 9.4, (ii) maintain in full force and effect all material licenses, bonds, franchise, leases, trademarks and qualifications to do business, except as could not reasonably be
expected to have a Material Adverse Effect; (b) will obtain or maintain patents, contracts and other rights necessary to the conduct of their businesses; (c) will limit their operations
to, the same general lines of business as that conducted by them as of the Closing Date and; (d) will comply with all applicable laws and regulations of any federal, state or local Governmental
Authority, except where noncompliance could not reasonably be expected to have a Material Adverse Effect.



The Credit Party will deliver to the Agent, at the Credit Party' expense, the following information at the times specified below:



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For
purposes of thisSection 7.4, any Credit Party or any of its Subsidiaries or ERISA Affiliates shall be deemed to know all facts
known by the administrator of any Plan of which such entity is the plan sponsor.

The
Credit Parties will establish, maintain and operate all Plans to comply in all material respects with the provisions of ERISA, the Internal Revenue Code, and all other applicable
laws, and the regulations and interpretations thereunder other than to the extent that the Credit Parties are in good

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faith
contesting by appropriate proceedings the validity or implication of any such provision, law, rule, regulation or interpretation.



The Credit Parties will as soon as possible, and in any event within five (5) Business Days after any Credit Party learns of the following, give written
notice to the Agent of (i) any material proceeding(s) being instituted or threatened in writing to be instituted by or against any Credit Party or any of its Subsidiaries in any federal, state,
local or foreign court or before any commission or other regulatory body (federal, state, local or foreign), if the amount involved is equal to or in excess of $10,000,000 and (ii) any Material
Adverse Change. Provision of such notice by the Credit Parties will not constitute a waiver or excuse of any Default or Event of Default occurring as a result of such changes or events.



Each Credit Party will conduct its business and the businesses of each of the Subsidiaries so as to comply in all material respects with all applicable
environmental laws, regulations, orders and ordinances, in all jurisdictions in which any of them is or may at any time be doing business including, without limitation, environmental land use,
occupational safety or health laws, regulations, requirements
or permits in all jurisdictions in which any of them is or may at any time be doing business, except to the extent that any Credit Party or any of its Subsidiaries is contesting, in good faith by
appropriate legal proceedings, any such law, regulation, order or ordinance, or interpretation thereof or application thereof;provided, further, that
each Credit Party and each of the Subsidiaries will comply with the order of any court or other governmental body of the applicable jurisdiction relating to such laws unless such Credit Party or
Subsidiary shall currently be prosecuting an appeal or proceedings for review and shall have secured a stay of enforcement or execution or other arrangement postponing enforcement or execution pending
such appeal or proceedings for review. If any Credit Party or any of its Subsidiaries shall receive any notice from a federal, state, or local agency that (a) any violation of any federal,
state or local environmental law, regulation, order or ordinance, may have been committed or is about to be committed by such Credit Party or any of its Subsidiaries, (b) any administrative or
judicial complaint or order has been filed or is about to be filed against such Credit Party or any of its Subsidiaries alleging violations of any federal, state or local environmental law,
regulation, order, ordinance, or requiring such Credit Party or any of its Subsidiaries to take any action in connection with the release of toxic or hazardous substances into the environment or
(c) alleging that such Credit Party or any of its Subsidiaries may be liable or responsible for costs associated with a response to or cleanup of a release of a toxic or hazardous substance
into the environment or any damages caused thereby, and any Credit Party reasonably believes that such costs or damages would likely be material, such Credit Party will provide the Agent with a copy
of such notice within fifteen (15) days after the receipt thereof by the applicable Credit Party or any of its Subsidiaries. Each Credit Party will promptly take all actions necessary to
prevent the imposition of any Liens on any of its properties arising out of or related to any environmental matters except to the extent such Liens that would not reasonably be expected to create an
Event of Default.



Each Credit Party will, and will cause each of its Subsidiaries to, maintain books and records pertaining to the Collateral in such detail, form and scope as is
consistent with good business practice. Each Credit Party agrees that the Agent or its agents may enter upon the premises of each Credit Party or any of its Subsidiaries at any time and from time to
time, during normal business hours, and at any time at all on and after the occurrence of an Event of Default, and which has not otherwise been waived by the Agent, for the purpose of
(a) enabling the Agent's internal auditors or outside third party designees to conduct periodic field examinations at such Credit Party's expense, (b) inspecting the

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Collateral,
(c) inspecting and/or copying (at such Credit Party' expense) any and all records pertaining thereto, (d) discussing the affairs, finances and business of any Credit Party or
with any officers, employees and directors of any Credit Party with the Independent Accountant and (e) verifying Eligible Accounts Receivable and/or Eligible Petroleum Inventory. The Lenders,
in the reasonable discretion of the Agent, may accompany the Agent at their sole expense in connection with the foregoing inspections.

The
Agent expects to conduct two (2) field examinations per year (or more frequently, if Excess Availability is less than $100,000,000), but reserves the right, in its reasonable
discretion, to conduct a field examination at any time, or with less frequency, upon reasonable notice to the Borrower. Each Credit Party agrees to afford the Agent thirty (30) days prior
written notice of any change in its jurisdiction of organization or the location of its chief executive office or place of business from the locations specified in Schedule 6.7, and to execute in
advance of such change, cause to be filed and/or delivered to the Agent any financing statements or other
documents required by the Agent, all in form and substance reasonably satisfactory to the Agent. Each Credit Party agrees to furnish the Agent with such other information regarding its business
affairs and financial condition as the Agent may reasonably request from time to time.



Each Credit Party will, and will cause each of its Subsidiaries to, execute and deliver to the Agent, from time to time, for the Agent's use in maintaining a
record of the Collateral, such written statements and schedules that are reasonably available and as the Agent may reasonably require, including without limitation those described in Section 7.1,
designating, identifying or describing the Collateral pledged to the Lenders hereunder. Any Credit Party's failure, however, to
promptly give the Agent such statements or schedules shall not affect, diminish, modify or otherwise limit the Lenders' security interests in the Collateral. Such Credit Party agrees to maintain such
books and records regarding Accounts and the other Collateral as the Agent may reasonably require.



Each Credit Party will use commercially reasonable efforts to defend the Collateral against all claims and demands of all Persons at any time claiming the same or
any interest therein other than Permitted Liens. Each Credit Party agrees to, and will cause the other Credit Parties to, comply with the requirements of all applicable state and federal laws
necessary to grant to the Lenders valid and perfected first security interest in the Collateral as required by this Agreement and the Security Documents. The Agent is hereby authorized by each Credit
Party to file any financing statements in accordance withSection 5(f)of the Security Agreement. Each Credit Party agrees to take the following
actions as the Agent may reasonably request, from time to time, by way of: reasonably cooperating with the Agent's custodians; keeping stock records; paying claims, which might if unpaid, become a
Lien (other than a Permitted Lien) on the Collateral except for claims which are being contested in good faith; assigning its rights to the payment of Accounts pursuant to the Assignment of Claims Act
of 1940, as amended (31 U.S.C. §3727 et. seq.) (the failure of which to so assign will permit the Agent to exclude such Accounts from the Borrowing Base); and performing such further acts
as the Agent may reasonably require in order to effect the purposes of Security Documents. Subject to any limitation expressly set forth herein any and all reasonable fees, costs and expenses of
whatever kind and nature (including any Taxes, reasonable attorneys' fees or costs for insurance of any kind), which the Agent may incur with respect to the Collateral or the Obligations: in filing
public notices; in preparing or filing documents; in protecting, maintaining, or preserving the Collateral or its interest therein; in enforcing or foreclosing the Liens hereunder, whether through
judicial procedures or otherwise; or in defending or prosecuting any actions or proceedings arising out of or relating to its transactions with any Credit Party or any of its Subsidiaries under this
Credit Agreement or any other Credit Document,

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will
be borne and paid by the Credit Parties. If same are not promptly paid by the Credit Parties upon presentation of correct, detailed invoices, the Agent may pay same on the Credit Parties' behalf,
and the amount thereof shall be an Obligation secured hereby and due to the Agent on demand. If any Credit Party acquires or leases any Real Estate after the date hereof, such Credit Party will
promptly submit to the Agent an updatedSchedule 6.19pursuant toSection 7.17.



Each Credit Party will, and will cause each of the Subsidiaries to, maintain public liability insurance and replacement value property damage insurance on the
Collateral under such policies of insurance, with such insurance companies, in such amounts and covering such risks as are commercially reasonable for the industry and taking into account the
interests of the Agent in the Collateral. All policies covering the Collateral are to name the Credit Parties and the Agent as additional insureds, as their interests may appear. Certificates of
insurance evidencing such insurance covering the Collateral are to be delivered to the Agent on or prior to the Closing Date, premium prepaid, with the Agent as
additional insured, and shall provide for not less than thirty (30) days prior written notice to the Agent or ten (10) days in the case of non-payment of premium, of the
exercise of any right of cancellation. In the event any Credit Party or any of its Subsidiaries fail to respond in a timely and appropriate manner (as determined by the Agent in its reasonable
discretion) with respect to collecting under any insurance policies required to be maintained under thisSection 7.10, and if the amount involved
is $5,000,000 or more, the Agent shall have the right, in the name of the Agent such Credit Party or Subsidiary, to file claims under such insurance policies, to receive and give acquittance for any
payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection,
compromise or settlement of any claims under any such insurance policies. Each Credit Party will provide written notice to the Agent of the occurrence of any of the following events within fifteen
(15) Business Days after the occurrence of such event: any material asset or property owned or used by any Credit Party or any of its Subsidiaries is (i) materially damaged or destroyed,
or suffers any other material loss or (ii) is condemned, confiscated or otherwise taken, in whole or in part, or the use thereof is otherwise diminished so as to render impracticable or
unreasonable the use of such asset or property for the purpose to which such asset or property were used immediately prior to such condemnation, confiscation or taking, by exercise of the powers of
condemnation or eminent domain or otherwise, and in either case the amount of the damage, destruction, loss or diminution in value of the Collateral which is in excess of $4,000,000 (collectively, a
"Casualty Loss"). Each Credit Party will diligently file and prosecute its claim or claims for any award or payment in connection with a Casualty Loss.
After the occurrence and during the continuance of an Event of Default, (i) no settlement on account of any such Casualty Loss shall be made without the consent of the Agent and (ii) the
Agent may participate in any such proceedings and the Credit Parties will deliver to the Agent such documents as may be requested by the Agent to permit such participation and will consult with the
Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each Credit Party hereby irrevocably authorizes and appoints the Agent its
attorney-in-fact, after the occurrence and continuance of an Event of Default, to collect and receive for any such award or payment and to file and prosecute such claim or
claims, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, and each Credit Party shall, upon demand of the Agent, make, execute and deliver any and all
assignments and other instruments sufficient for the purpose of assigning any such award or payment to the Agent for the benefit of the Lenders, free and clear of any encumbrances, other than
Permitted Liens.



Each Credit Party will, and will cause each of the Subsidiaries to, pay, when due, all Taxes levied or assessed against any Credit Party, any of its Subsidiaries
or any of the Collateral;provided, however,

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that
unless such Taxes have become a federal tax or ERISA Lien on any of the assets of any Credit Party or any of its Subsidiaries, in each case in an amount that would create an Event of Default, no
such Tax, other than state excise taxes, need be paid if the same is being contested in good faith, by appropriate proceedings promptly instituted and appropriately conducted and if an adequate
reserve or other appropriate provision shall have been made therefor as required in order to be in conformity with GAAP.



Each Credit Party will, and will cause each of its Subsidiaries to, comply with all acts, rules, regulations, orders, directions and ordinances of any
legislative, administrative or judicial body or official applicable to the Collateral or any part thereof, or to the operation of its business, except where the failure to so comply could not
reasonably be expected to have a Material Adverse Effect.



The proceeds of any advances made hereunder shall be used by the Borrower solely to refinance existing indebtedness, to finance the ongoing capital expenditures
and working capital needs of the Borrower, and to finance other general corporate purposes of the Borrower;provided, however, that in any event, no
portion of the proceeds of any such advances shall be used by the Borrower for the purpose of purchasing or carrying any "margin stock" (as defined in Regulation U of the Board of Governors of
the Federal Reserve System) or for any other purpose which violates the provisions or Regulation U of said Board of Governors or for any other purpose in violation of any applicable statute or
regulation, or of the terms and conditions of this Credit Agreement.



Each Credit Party agrees that it will not change its fiscal year from a year ending June 30 unless required by law, in which case such Credit Party will
give the Agent prompt written notice thereof. Subject toSection 1.2, each Credit Party agrees that it will provide prompt notice to the Agent of
any material change to its accounting policies from those used to prepare the financial statements delivered pursuant toSection 5.1(c). Each
Credit Party agrees that it will maintain its Risk Management Policy, subject to such changes as may be approved by its Board of Directors. In the event of any material change in its Risk Management
Policy, within twenty (20) days thereof, it will notify the Agent and furnish to the Agent a copy of such change.



Each Credit Party agrees that it will promptly, and in any case within five (5) Business Days, notify the Agent of the occurrence of any of the following
events:



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With respect to any newly created or acquired Subsidiary of the Borrower or any existing Subsidiary of the Borrower, if such Subsidiary has 5% or more of the
consolidated total assets or contributes 5% or more of the consolidated operating profits of the Borrower and its consolidated Subsidiaries, or if such Subsidiary would be required to be a guarantor
of the Senior Subordinated Notes pursuant to the Senior Subordinated Notes Indenture, the Credit Parties will provide the Agent with written notice thereof setting forth information in reasonable
detail describing all of the material assets of such Person and shall (a) cause any such Person that is a Domestic Subsidiary to execute and deliver to the Agent a Joinder Agreement in
substantially the form ofExhibit L, causing such Subsidiary to become a party to (i) the Guaranty, as a joint and several "Guarantor",
(ii) the Security Agreement, as an "Obligor" granting a first priority Lien on its personal property, subject to Permitted Liens, (iii) the Contribution Agreement, as a "Contributing
Party" and (iv) as appropriate, the Pledge Agreement, as a "Pledgor", causing all of its Capital Stock (or, in the case of any Foreign Subsidiary, and without waiving the requirement for the
prior consent of the Required Lenders for the formation or acquisition thereof, sixty-five percent (65%) of its Capital Stock) to be delivered to the Agent (together with undated stock
powers signed in blank and pledged to the Agent), and (b) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation,
appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel (which may be in the
Borrower's legal department) to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form,
content and scope reasonably satisfactory to the Agent.



If any of the information or disclosures provided on any ofSchedules 6.7, 6.8, 6.9, 6.17 or 6.19, originally
attached hereto become outdated or incorrect in any material respect, the Credit Parties shall deliver to the Agent and the Lenders as part of the compliance certificate required pursuant to Section 7.1(d)such revision or updates to such Schedule(s) as may be necessary or appropriate to update or correct such Schedule(s); provided, that such revisions or updates to any such Schedule(s) shall be
deemed to have amended, modified or superseded such Schedule(s) as originally
attached hereto or revised or updated pursuant hereto, but shall not be deemed to have cured any breach of warranty or misrepresentation resulting from the inaccuracy or incompleteness of any such
Schedule(s) as it existed prior to such revision of update unless and until the Agent, in its sole and absolute discretion, shall have accepted in writing such revisions or updates to such
Schedule(s).



Rights with respect to collection of Accounts shall be as set forth in the Security Agreement.



Each Credit Party will notify the Agent promptly of any matters materially affecting the value, enforceability or collectibility of any Account and of all
material customer disputes, offsets, defenses, counterclaims, in each case if the amount contested is equal to or in excess of $5,000,000.



Each Credit Party will, and will cause each of its Subsidiaries to, use commercially reasonable efforts to keep all property useful and necessary to its
respective business in good working order and condition (ordinary wear and tear excepted) in accordance with their past operating practices except for such property not material to the conduct of such
Credit Party's business.

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Each Credit Party will do and cause to be done all things reasonably necessary to preserve and keep in full force and effect all registrations of trademarks,
service marks and other marks, trade names or other trade rights, in each case to the extent material to the conduct of such Credit Party's business.



None of the Credit Parties shall, nor shall any of them permit any of their respective Subsidiaries to, (i) conduct any business or engage in any
transaction or dealing with any Blocked Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person; (ii) deal in, or
otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224; or (iii) knowingly engage in on 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 Executive Order No. 13224 or the USA Patriot
Act. Each of the Credit Parties shall deliver to the Agent and Lenders any certification or other evidence reasonably requested from time to time by the Agent or any Lender, in the Agent's reasonable
discretion, confirming such Person's compliance with this Section.

ARTICLE VIII        FINANCIAL COVENANTS

Until all of the Credit and Collateral Termination Events have occurred, the Borrower and (by execution and delivery of the Guaranty Agreement or of a joinder
thereto and incorporation by reference therein) each Guarantor agrees that, unless the Required Lenders shall have otherwise consented in writing:



A Fixed Charge Coverage Ratio shall be maintained of not less than 1.10 to 1.00 as of the last day of each fiscal quarter, commencing with the first fiscal
quarter after the Closing;providedthat such ratio may be less than 1.10:1.00 if Average Excess Availability is at least $75,000,000 (without giving
effect to clause (k) of the definition of Borrowing Base for the purpose of calculating such Excess Availability).

ARTICLE IX        NEGATIVE COVENANTS

Until all of the Credit and Collateral Termination Events have occurred, each of the Borrower and (by execution and delivery of the Guaranty Agreement or of a
joinder thereto and incorporation by reference therein) each Guarantor agrees that, unless the Required Lenders shall have otherwise consented in writing, it will not, and will not permit any of its
Subsidiaries to:



Mortgage, assign, pledge, transfer or otherwise permit any Lien or judgment (whether as a result of a purchase money or title retention transaction, or other
security interest, or otherwise) to exist on any of its assets or properties, whether real, personal or mixed, whether now owned or hereafter acquired, except for Permitted Liens.

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Incur or create any liability or Indebtedness other than Permitted Indebtedness.



Sell, lease, assign, transfer or otherwise dispose of any assets (including the Capital Stock of any Subsidiary of the Borrower) other than (a) sales of
Inventory in the ordinary course of business, (b) sale-leaseback transactions permitted bySection 9.14, (c) sales or
other dispositions in the ordinary course of business of assets or properties that are obsolete or that are no longer used or useful in the conduct of such Credit Party's or Subsidiary's business,
(d) sales in the ordinary course of business of assets or properties (other than Inventory) used in such Credit Party's or Subsidiary's business that are worn out or in need of replacement and
that are replaced within six (6) months with assets of reasonably equivalent value or utility, (e) other asset sales not exceeding in the aggregate for all Credit Parties $10,000,000 in
any fiscal year and (f) the Lion Oil Company Disposition Transaction.



Assume, guarantee, endorse, or otherwise become liable upon the obligations of any other Person, including, without limitation, any Subsidiary or Affiliate of any
Credit Party, except (a) by the endorsement of negotiable instruments in the ordinary course of business, (b) by the giving of indemnities in connection with the sale of Inventory or
other asset dispositions permitted hereunder and (c) in connection with the incurrence of Permitted Indebtedness.



Make a Restricted Payment, other than (i) to pay dividends from any Subsidiary to any Credit Party and (ii) Permitted Restricted Payments.

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Make any Investment other than Permitted Investments.



Enter into any transaction with, including, without limitation, the purchase, sale or exchange of property or the rendering of any service to any Subsidiary or
Affiliate of any Credit Party except (a) in the ordinary course of such Credit Party's business and upon fair and reasonable terms no less favorable to such Credit Party than could be obtained
in a comparable arm's-length transaction with an unaffiliated Person and (b) as permitted underSection 9.6.



Open, maintain or otherwise have any checking, savings or other accounts at any bank or other financial institution, or any other account where money is or may be
deposited or maintained with any Person, other than (a) commodities accounts maintained with commodities brokers in the ordinary course of business in accordance with historical practices, each
of which shall be subject to a Commodities Account Control Agreement, except to the extent otherwise determined by the Agent, (b) the accounts set forth on Schedule 6.32, each of which shall
be subject to a Deposit Account Control Agreement, except to the extent otherwise determined by the Agent,
(c) deposit accounts established after the Closing Date that are subject to a Deposit Account Control Agreement, (d) other

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deposit
accounts established after the Closing Date solely as payroll and other zero balance accounts and (e) other deposit accounts established after the Closing Date, so long as at any time
the aggregate balance in all such accounts does not exceed $10,000,000.



Hold, in the case of Borrower only, any assets other than the stock of the Credit Parties and the other Subsidiaries listed on Schedule 6.9and have, in the case of Borrower only, any liabilities other than (a) the liabilities under the Credit Documents,
(b) other Indebtedness in existence on the date hereof and refinancings thereof, (c) Subordinated Debt, and (d) tax, routine administrative and other liabilities
not constituting Indebtedness, intercompany liabilities not prohibited hereby and guarantees constituting Permitted Indebtedness, in each case incurred in the ordinary course of business. In the case
of Borrower only, sell, transfer or otherwise dispose of any shares of Capital Stock of or other ownership interests in the Credit Parties or such Subsidiaries, or engage in any business other than
owning the stock of the Credit Parties and such Subsidiaries.



Create or otherwise cause or suffer to exist or become effective, or permit any of the Subsidiaries to create or otherwise cause or suffer to exist or become
effective, directly or indirectly: (i) any prohibition or restriction (including any agreement to provide equal and ratable security to any other Person in the event a Lien is granted to or for
the benefit of the Agent and the Lenders) on the creation or existence of any Lien upon the assets of any Credit Party or any of its Subsidiaries, other than Permitted Liens, except (1) this
Agreement and the other Credit Documents, (2) covenants in documents creating Permitted Liens, but only to the extent of the property encumbered by such Permitted Lien, (3) covenants in
existing documents, including, without limitation, the Senior Subordinated Notes, but only as such covenants exist on the Closing Date and (4) any other agreement that does not restrict in any
manner (directly or indirectly) Liens created pursuant to the Credit Documents on property or assets of the Borrower or any of its Subsidiaries (whether now owned or hereafter acquired) securing the
Loans or any Lender Hedging Agreement; or (ii) any Contractual Obligation which may restrict or inhibit the Agent's rights or ability to sell or otherwise dispose of the Collateral or any part
thereof after the occurrence of an Event of Default.



Effect or permit any change in or amendment to any document or instrument pertaining to the subordination, terms of payment or required prepayments of any
Subordinated Debt, increase the rates or amounts of interest or fees payable with respect to any Subordinated Debt, effect or permit any change in or amendment to any document or instrument pertaining
to the covenants or events of default of any Subordinated Debt if the effect of any such change or amendment is to make such covenants or events of default more restrictive, give any notice of
optional redemption or optional prepayment or offer to repurchase under any such document or instrument, or, directly or indirectly, make any payment of principal of or interest on or in redemption,
retirement or repurchase of any Subordinated Debt, except, so long as no Default or Event of Default is in existence or would be created thereby: (i) for the scheduled payments required by the
terms of the documents and instruments evidencing Subordinated Debt and permitted by the subordination provisions of the documents and instruments evidencing Subordinated Debt; and (ii) for
payments in respect of the Senior Subordinated Notes to the extent constituting a Permitted Restricted Payment.



Enter into any arrangement, directly or indirectly, whereby any Credit Party or any of its Subsidiaries shall sell or transfer any property owned by it to a
Person (other than the Credit Parties or

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any
of their Subsidiaries) in order then or thereafter to lease such property or lease other property which such Credit Party or Subsidiary intends to use for substantially the same purpose as the
property being sold or transferred. Notwithstanding the foregoing provisions of thisSection 9.14, any Credit Party or any of its Subsidiaries
may sell or transfer any property owned by it as described in the preceding sentenceprovidedthat the aggregate current market value of all assets so
sold or transferred (in each case determined at the time of such sale or transfer, and taking into account all such sales or transfers under this Section 9.14since the Closing Date) shall not
exceed $20,000,000.



Create, nor will it permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause, incur, assume, suffer or permit to exist or become
effective any consensual encumbrance or restriction of any kind on the ability of any such Person to (a) pay dividends or make any other distribution on any of such Person's Capital Stock,
(b) pay any Indebtedness owed to the Credit Parties, (c) make loans or advances to any other Credit Party or (d) transfer any of its property to any other Credit Party, except for
encumbrances or restrictions existing under or by reason of (i) customary non-assignment provisions in any lease governing a leasehold interest, (ii) any agreement or other
instrument of a Person existing at the time it becomes a Subsidiary of a Credit Party;providedthat such encumbrance or restriction is not applicable
to any other Person, or any property of any other Person, other than such Person becoming a Subsidiary of a Credit Party and was not entered into in contemplation of such Person becoming a Subsidiary
of a Credit party and (iii) this Credit Agreement and the other Credit Documents.



Enter into or permit any Subsidiary to enter into, assume or permit to exist any obligations for the payment of rent under operating leases which in the aggregate
for all such Persons would exceed $20,000,000 in any fiscal year, exclusive of payments for the chartering of vessels in the ordinary course of business.

ARTICLE X        POWERS



A power of attorney in favor of the Agent for the benefit of the Lenders with respect to the Collateral shall be as set forth in the Security Documents.

ARTICLE XI        EVENTS OF DEFAULT AND REMEDIES



The occurrence of any of the following events shall constitute an "Event of Default" hereunder:



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Upon the occurrence and during the continuance of an Event of Default, and at any time thereafter, at the direction of the Required Lenders, the Agent shall, upon
the written, telecopied or telex request of the Required Lenders, and by delivery of written notice to the Credit Parties from the Agent, take any or all of the following actions, without prejudice to
the rights of the Agent, any Lender or the holder of any Note to enforce its claims against the Borrower: (a) declare all Obligations (other than those arising in connection with a Lender
Hedging Agreement) to be immediately due and payable (except with respect to any Event of Default set forth inSection 11.1(f), in which case all
Obligations (other than those arising in connection with a Lender Hedging Agreement) shall automatically become immediately due and payable without the necessity of any notice or other demand) without
presentment, demand, protest or any other action, notice or obligation of the Agent or any Lender, (b) immediately terminate this Credit Agreement and the Revolving Credit Commitments
hereunder; and (c) enforce any and all rights and interests created and existing under the Credit Documents or arising under applicable law, including, without limitation, all rights and
remedies existing under the Security Documents and all rights of setoff. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the
exercise of any other rights, all of which shall be cumulative.

In
addition, upon demand by the Agent or the Required Lenders upon the occurrence of any Event of Default, and at any time thereafter unless and until such Event of Default has been
waived by the requisite Lenders (in accordance with the voting requirements ofSection 14.9), the Borrower shall deposit with the Agent for the
benefit of the Lenders with respect to each Letter of Credit then

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outstanding,
promptly upon such demand, cash or Cash Equivalents in an amount equal to the greatest amount for which such Letter of Credit may be drawn. Such deposit shall be held by the Agent for the
benefit of the Issuing Bank and the other Lenders as security for, and to provide for the payment of, outstanding Letters of Credit.

ARTICLE XII        TERMINATION



ARTICLE XIII        THE AGENT



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The Agent shall have no duties or responsibilities except those expressly set forth in this Credit Agreement. Neither the Agent nor any of its officers,
directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder or in connection herewith, unless caused by its or their gross negligence or willful misconduct.
The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of this Credit Agreement a fiduciary relationship in respect of any Lender; and nothing in
this Credit Agreement, expressed or implied, is
intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Credit Agreement except as expressly set forth herein.



The Agent shall have the right to request instructions from the Required Lenders or, as required, each of the Lenders. If the Agent shall request instructions
from the Required Lenders or each of the Lenders, as the case may be, with respect to any act or action (including the failure to act) in connection with this Credit Agreement, the Agent shall be
entitled to refrain from such act or taking such action unless and until the Agent shall have received instructions from the Required Lenders or each of the Lenders, as the case may be, and the Agent
shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever

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against
the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders or each of the Lenders, as the case may be.



The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex teletype
or telecopier message, cablegram, radiogram, order or other documentary, teletransmission or telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or
made by the proper person. The Agent may consult with legal counsel (including counsel for the Credit Parties with respect to matters concerning the Credit Parties), independent public accountants and
other experts selected by it in good faith and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or
experts.



To the extent the Agent is not reimbursed and indemnified by the Credit Parties, each Lender will reimburse and indemnify the Agent, in proportion to its
respective Revolving Credit Commitment, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and
disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or
arising out of this Credit Agreement or any other Credit Documents,providedthat no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the
Agent's gross negligence or willful misconduct or any action or omission by the Agent not in accordance with the standards of care specified in the UCP or the UCC, as determined by a court of
competent jurisdiction, or caused by the Agent's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of
Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.



With respect to its obligation to lend under this Credit Agreement, the Loans made by it and the Notes issued to it, its participation in Letters of Credit issued
hereunder, and all of its rights and obligations as a Lender hereunder and under the other Credit Documents, the Agent shall have the same rights and powers hereunder as any other Lender or holder of
a Note or participation interests and may exercise the same as though it was not performing the duties specified herein; and the terms "Lenders", "Required Lenders", "holders of Notes", or any similar
terms shall, unless the context clearly otherwise indicates, include the Agent in its individual capacity. The Agent may accept deposits from, lend money to, acquire equity interests in, and generally
engage in any kind of banking, trust, financial advisory or other business with the Credit Parties or any Affiliate of the Credit Parties as if it were not performing the duties specified herein, and
may accept fees and other consideration from the Credit Parties for services in connection with this Credit Agreement and otherwise without having to account for the same with the Lenders.



The Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment or transfer
thereof shall have been filed with the Agent. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note,
shall be conclusive and binding on any subsequent holder, transferee or assignee of such Note or of any Note or Notes issued in exchange therefor.

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The Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the
Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a Lender as of the Closing Date or a bank with an office in New York, New York, or an
Affiliate of any such bank with an office in New York, New York, or any other financial institution with an office in New York, New York that is engaged in the making of commercial loans and the
provision of agency services in syndicated commercial loan transactions. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within
thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing Bank, appoint a successor Agent meeting the
qualifications set forth above,providedthat if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such
appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and
under the other Credit Documents (except that in the case of any Collateral held by the Agent on behalf of the Lenders or the Issuing Bank under any of the Credit Documents, the retiring Agent shall
continue to hold such Collateral until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall
instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a
successor's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring
Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable
by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent's resignation
hereunder and under the other Credit Documents, the provisions of this Article andSections 13.6and 14.8shall continue in effect for the benefit of such
retiring Agent, its sub-agents and their respective Affiliates and the partners,
directors, officers, employees, agents and advisors of such Person and of such Person's Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was
acting as Agent or continuing to hold Collateral in accordance with this Section.



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In addition to the Agent's right to take actions on its own accord as permitted under this Credit Agreement, the Agent shall take such action with respect to a
Default or Event of Default as shall be directed by the Required Lenders or all of the Lenders, as the case may be;providedthat, until the Agent shall
have received such directions, the 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 and in the best interests of the Lenders, including, without limitation, actions permitted by clause (c) ofSection 11.2.



The Agent shall not be required to deliver to any Lender originals or copies of any documents, instruments, notices, communications or other information received
by the Agent from the Credit Parties or any of their Subsidiaries, the Required Lenders, any Lender or any other Person under or in connection with this Credit Agreement or any other Credit Document
except (a) as specifically provided in this Credit Agreement or any other Credit Document and expressly including the information provided pursuant toSections 7.1(c),
7.1(e), 7.1(h), 7.1(i) and 7.1(j); and (b) as specifically requested from time to time in writing by any Lender with respect to a specific document instrument,
notice or other written communication received by and in the possession of the Agent at the time of receipt of such request and then only in accordance with such specific request.

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Each Lender acknowledges and agrees that neither such Lender, nor any of its affiliates, Participants or Assignees, may rely on Agent to carry out such Lender's,
Affiliate's, participant's or assignee's customer identification program, or other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the
regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the "CIP Regulations"), or any other Anti-Terrorism Law,
including any programs involving any of the following items relating to or in connection with the Borrower, its Affiliates or its agents, the Credit Documents or the transactions hereunder:
(1) any identity verification procedures, (2) any record keeping, (3) any comparisons with government lists, (4) any customer notices or (5) any other procedures
required under the CIP Regulations or such other laws.



Each Lender or assignee or participant of a Lender that is not organized under the laws of the United States of America or a state thereof (and is not excepted
from the certification requirement contained in Section 313 of the USA Patriot Act and the applicable regulations because it is both (i) an affiliate of a depository institution or
foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution
or foreign bank) shall deliver to Administrative Agent the certification, or, if applicable, recertification, certifying that such Lender is not a "shell" and certifying to other matters as required
by Section 313 of the USA Patriot Act and the applicable regulations: (1) within ten (10) days after the Closing Date and (2) at such other times as are required under the
USA Patriot Act.

ARTICLE XIV        MISCELLANEOUS



The Borrower hereby waives due diligence, demand, presentment and protest and any notices thereof as well as notice of nonpayment. No delay or omission of the
Agent or the Lenders to exercise any right or remedy hereunder, whether before or after the happening of any Event of Default, shall impair any such right or shall operate as a waiver thereof or as a
waiver of any such Event of Default. No single or partial exercise by the Agent or the Lenders of any right or remedy shall preclude any other or further exercise thereof, or preclude any other right
or remedy.



TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER AND (BY EXECUTION AND DELIVERY OF THE GUARANTY AGREEMENT OR OF A JOINDER THERETO AND INCORPORATION BY
REFERENCE THEREIN) EACH GUARANTOR, AND THE AGENT AND THE LENDERS EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS CREDIT AGREEMENT, THE CREDIT DOCUMENTS
OR ANY OTHER AGREEMENTS OR TRANSACTIONS RELATED HERETO OR THERETO.



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Except as otherwise expressly provided herein, all notices, requests and other communications shall have been duly given and shall be effective (a) when
delivered by hand, (b) when transmitted via telecopy (or other facsimile device), (c) the Business Day following the day on which the same has been delivered prepaid to a reputable
national overnight air courier service, or (d) the fifth Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the
respective parties at the address or telecopy numbers set forth onSchedule 14.4attached hereto, or at such other address as such party may
specify by written notice to the other parties hereto;provided, however, that if any notice is delivered on a day other than a Business Day, or after
5:00 P.M. on any Business Day, then such notice shall not be effective until the next Business Day.



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Each Lending Party agrees to keep confidential any information furnished or made available to it by the Borrower pursuant to this Credit Agreement that is marked
confidential;providedthat nothing herein shall prevent any Lending Party from disclosing such information (a) to any other Lending Party or any
affiliate of any Lending Party, or any officer, director, employee, agent, or advisor of any Lending Party or affiliate of any Lending Party, (b) to any other Person if reasonably incidental to
the administration of the credit facility provided herein, (c) as required by any law, rule, or regulation, (d) upon the order of any court or administrative agency, (e) upon the
request or demand of any regulatory agency or authority;provided,however, that, to the extent
permitted by law, the affected Lending Party shall provide prior written notice to the affected Borrower of any such request or demand, (f) that is or becomes available to the public or that is
or becomes available to any Lending Party other than as a result of a disclosure by any Lending Party prohibited by this Credit Agreement, (g) in connection with any litigation to which such
Lending Party or any of its affiliates may be a party, whether to defend itself, reduce its liability, protect or exercise any of its claims, rights, remedies or interests under or in connection with
the Credit Documents or any Lender Hedging Agreement, or otherwise, (h) to the extent necessary in connection with the exercise of any remedy under this Credit Agreement or any other Credit
Document, (i) subject to provisions substantially similar to those contained in thisSection 14.6, to any actual or proposed participant
or assignee or any actual or prospective counterparty (or its advisors) to any securitization, swap or derivative transaction relating to the Borrower, any other Credit Party, and the Obligations, and
(j) toGold Sheetsand other similar bank
trade publications; such information to consist of deal terms and other information customarily found in such publications.



The Borrower agrees to: (a) pay all reasonable out-of-pocket costs and expenses of (i) the Agent in connection with
(A) the syndication, negotiation, preparation, execution, delivery, administration and monitoring of this Credit Agreement and the other Credit Documents and the documents and instruments
referred to therein or executed in connection therewith, including evaluating the compliance by the Credit Parties with law and the provisions of such documents, including, without limitation, the
reasonable fees and expenses of special counsel to the Agent, the reasonable fees and expenses of counsel for the Agent in connection with collateral issues and all due diligence, and the costs and
expenses incurred in connection with all appraisals, field exams, and of obtaining all Real Property Documentation, and all recording costs, fees and taxes payable in connection with the Collateral,
and (B) any amendment, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any
work-out, re-negotiation or restructure relating to the performance by any of the Credit Parties under this Credit Agreement or any other Credit Documents and (ii) the
Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein or executed in connection therewith, including but not limited to,
any work-out, re-negotiation or restructure relating to the performance by any of the Credit Parties under this Credit Agreement or any other Credit Documents, including,
without limitation, in connection with any such enforcement upon receipt of a correct invoice, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the
allocated costs of internal counsel), and the reasonable fees and expenses of a financial consultant engaged by the Agent or its counsel in connection with the foregoing. The Borrower shall indemnify,
defend and hold harmless the Agent, Wachovia Capital Markets, LLC (in its capacity as arranger), the Issuing Bank and each of the Lenders and their respective directors,

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officers,
agents, employees and counsel from and against (x) any and all losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by any of them (except to the extent
that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out of or by reason of any litigation, investigation, claim or proceeding which
arises out of or is in any way related to (i) this Credit Agreement, any Letter of Credit or any other Credit Documents or the transactions contemplated hereby or thereby, (ii) any
actual or proposed use by the Borrower of the proceeds of the Loans or (iii) the Agent's, the Issuing Bank's or the Lenders' entering into this Credit Agreement, the other Credit Documents or
any other agreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any
such litigation, investigation, claim or proceeding or any advice rendered in connection with any of the foregoing and (y) any such losses, claims, damages, liabilities, deficiencies, judgments
or expenses (except to the extent that any of the foregoing are finally judicially determined to have resulted from their own gross negligence or willful misconduct)incurred in connection with any
remedial or other action taken by the Borrower or any of the Lenders in connection with compliance by the Borrower or any of its Subsidiaries, or any of their respective properties, with any federal,
state or local environmental laws, acts, rules, regulations, orders or ordinances. If and to the extent that the obligations of the Borrower hereunder are unenforceable for any reason, such Borrower
hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrower's obligations under this Section 14.8shall survive any termination of this Credit Agreement and the other Credit
Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of their Obligations set forth in this Credit Agreement. In addition, the Borrower
shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Agent, the
Issuing Bank or such Lender in (A) enforcing or defending its rights under or in respect of this Credit Agreement, the other Credit Documents or any other document or instrument now or
hereafter executed and delivered in connection herewith, (B) in collecting the Loans, (C) in foreclosing or otherwise collecting upon the Collateral or any part thereof and
(D) obtaining any legal, accounting or other advice in connection with any of the foregoing.



This Credit Agreement along with the other Credit Documents and the Fee Letter constitutes the entire agreement among the Credit Parties, the Agent and the
Lenders, supersedes any prior agreements among them, and shall bind and benefit the Credit Parties and the Lenders and their respective successors and permitted assigns.



Neither the amendment or waiver of any provision of this Credit Agreement or any other Credit Document, nor the consent to any departure by any Credit Party
therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, or if the Lenders shall not be parties thereto, by the parties thereto and consented
to by the Required Lenders and (so long as no Event of Default has occurred and is continuing) the Borrower, and each such amendment, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given;providedthat no amendment, waiver or consent shall unless in writing and signed by all the Lenders, do
any of the following: (a) increase the Revolving Credit Commitments of the Lenders or subject the Lenders to any additional obligations, (b) except as otherwise expressly provided in
this Credit Agreement, reduce the principal of, or interest on, any Loan or Note or any Letter of Credit reimbursement obligations or any fees hereunder, (c) postpone any date fixed for any
payment or mandatory prepayment in respect of principal of, or interest on, any Loan or Note or any Letter of Credit reimbursement obligations or any fees hereunder, (d) change the percentage
of the Revolving

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Credit
Commitments, or any minimum requirement necessary for the Lenders or the Required Lenders to take any action hereunder, (e) amend or waiveSection 2.2(b),
Section 2.7, Section 2.8, Section 13.6or thisSection 14.9, or change the definition of Required
Lenders, (f) except as otherwise expressly provided in this Credit Agreement, and other than in connection with the financing, refinancing, sale or other disposition of any asset of the Credit
Parties permitted under this Credit Agreement, release any Liens in favor of the Lenders on any material portion of the Collateral, (g) except as expressly permitted hereunder, release any
Credit Party from its obligations hereunder or under the Guaranty and the other Credit Documents to which it is a party or (h) increase the advance rates used to calculate the Borrowing Base or
modify the definition of Borrowing Base and,provided, further, that no amendment, waiver or consent affecting the rights or duties of the Agent or the
Issuing Bank under any Credit Document shall in any event be effective, unless in writing and signed by the Agent or of Wachovia with respect to Swing Loans and/or the Issuing Bank or Wachovia, as
applicable, in addition to the Lenders required hereinabove to take such action. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower shall not be required for any
amendment, modification or waiver of the provisions ofArticle XIII(other than the provisions of Section 13.9). In addition, the Borrower and
the Lenders hereby authorize the Agent to modify this Credit Agreement by unilaterally amending or
supplementingSchedule 1.1Afrom time to time in the manner requested by the Borrower, the Agent or any Lender in order to reflect any
assignments or transfers of the Loans as provided for hereunder;provided, however, that the Agent shall promptly deliver a copy of any such
modification to the Borrower and each Lender.



The relationship between the Borrower on the one hand and the Lenders and the Agent on the other hand shall be solely that of borrower and lender. Neither the
Agent nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent nor any Lender undertakes any responsibility to the Borrower to review or inform such Borrower of any
matter in connection with any phase of such Borrower's business or operations.



The amounts payable at any time hereunder to each Lender on account of such Lender's Loans and under any Note or Notes held by it shall be a separate and
independent debt.



This Credit Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all of which shall together constitute one and the same instrument.



This Credit Agreement shall become effective at such time when all of the conditions set forth in Section 5.1have been satisfied or
waived by the Lenders and it shall have been executed by the Borrower and the Agent, and the Agent shall have
received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of
each Credit Party, the Agent and each Lender and their respective successors and assigns.



In case any provision in or obligation under this Credit Agreement or any Notes or the other Credit Documents shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and

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enforceability
of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.



The headings of the several Sections and subsections of this Credit Agreement, and the Table of Contents, are inserted for convenience only and shall not in any
way affect the meaning or construction of any provision of this Credit Agreement.



Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement or in any other Credit Document, the Borrower, the Agent and the Lenders
hereby agree that all agreements among them under this Credit Agreement and the other Credit Documents, whether now existing or hereafter arising and whether written or oral, are expressly limited so
that in no contingency or event whatsoever shall the amount paid, or agreed to be paid, to the Agent or any Lender for the use, forbearance, or detention of the money loaned to the Borrower and
evidenced hereby or thereby or for the performance or payment of any covenant or obligation contained herein or therein, exceed the Highest Lawful Rate. If due to any circumstance whatsoever,
fulfillment of any provisions of this Credit Agreement or any of the other Credit Documents at the time performance of such provision shall be due shall exceed the Highest Lawful Rate, then,
automatically, the obligation to be fulfilled shall be modified or reduced to the extent necessary to limit such interest to the Highest Lawful Rate, and if from any such circumstance any Lender
should ever receive anything of value deemed interest by applicable law which would exceed the Highest Lawful Rate, such excessive interest shall be applied to the reduction of the principal amount
then outstanding hereunder or on account of any other then outstanding Obligations and not to the payment of interest, or if such excessive interest exceeds the principal unpaid balance then
outstanding hereunder and such other then outstanding Obligations, such excess shall be refunded to the applicable Borrower. All sums paid or agreed to be paid to the Agent or any Lender for the use,
forbearance, or detention of the Obligations and other indebtedness of the
Borrower to the Agent or any Lender shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full
so that the actual rate of interest on account of all such indebtedness does not exceed the Highest Lawful Rate throughout the entire term of such indebtedness. The terms and provisions of this
Section shall control every other provision of this Credit Agreement and all agreements among the Borrower, the Agent and the Lenders.



In addition to and not in limitation of all rights of offset that any Lender or other holder of a Note may have under applicable law, each Lender or other holder
of a Loan or Note shall, if any Event of Default has occurred and is continuing and whether or not such Lender or such holder has made any demand or the Obligations of the Borrower are matured, have
the right to appropriate and apply to the payment of the Obligations of such Borrower all deposits (general or special, time or demand, provisional or final) then or thereafter held by and other
indebtedness or property then or thereafter owing by such Lender or other holder, including, without limitation, any and all amounts in the Cash Concentration Account. Any amount received as a result
of the exercise of such rights shall be reallocated among the Lenders as set forth inSection 3.8.



Each Guarantor (by execution and delivery of the Guaranty Agreement or of a joinder thereto and incorporation by reference therein) hereby authorizes and appoints
the Borrower and each of the Responsible Officers of the Borrower, to be its attorneys ("its Attorneys") and in its name and on its

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behalf
and as its act and deed or otherwise to execute and deliver all documents and carry out all such acts as are necessary or appropriate in connection with borrowing Loans and the making of other
extensions of credit hereunder, the granting and perfection of security interests under the Security Documents, and complying with the terms and provisions hereof and the other Credit Documents. This
delegation of authority and appointment shall be valid for the duration of the term of this Credit Agreement;provided, however, that such delegation of
authority and appointment shall terminate automatically without any further act with respect to any Responsible Officer if such Responsible Officer is no longer an employee of the Borrower. Each
Subsidiary Borrower and (by execution and delivery of the Guaranty Agreement or of a joinder thereto and incorporation by reference therein) each Guarantor hereby undertakes to ratify everything which
any of its Attorneys shall do in furtherance of this delegation of authority and appointment.

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IN WITNESS WHEREOF the parties hereto have caused this Credit Agreement to be executed and delivered by their proper and duly authorized officers as of the date set forth above.

|BORROWER: |  | TRANSMONTAIGNE INC.
|--------- |  | -------------------
|          |  | By:                
|          |  | Name:              
|          |  | Title:             

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|AGENT AND LENDERS: |  | WACHOVIA BANK, NATIONAL ASSOCIATION,as Agent and as a Lender
|------------------ |  | ------------------------------------------------------------
|                   |  | By:                                                         
|                   |  | Name:                                                       
|                   |  | Title:                                                      
|                   |  | Lending Office (Base Rate Loans)*                           
|                   |  | Address:                                                    
|                   |  | Lending Office (Eurodollar Loans)*                          
|                   |  | Address:                                                    

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| |  | JPMORGAN CHASE BANK,as Syndication Agent and as a Lender
| |  | --------------------------------------------------------
| |  | By:                                                     
| |  | Name:                                                   
| |  | Title:                                                  
| |  | Lending Office (Base Rate Loans)*                       
| |  | Address:                                                
| |  | Lending Office (Eurodollar Loans)*                      
| |  | Address:                                                

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| |  | UBS AG, Stamford Branch,as Syndication Agent and as a Lender
| |  | ------------------------------------------------------------
| |  | By:                                                         
| |  | Name:                                                       
| |  | Title:                                                      
| |  | By:                                                         
| |  | Name:                                                       
| |  | Title:                                                      
| |  | Lending Office (Base Rate Loans)*                           
| |  | Address:                                                    
| |  | Lending Office (Eurodollar Loans)*                          
| |  | Address:                                                    

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| |  | SOCIETE GENERALE,as Documentation Agent and as a Lender
| |  | -------------------------------------------------------
| |  | By:                                                    
| |  | Name:                                                  
| |  | Title:                                                 
| |  | By:                                                    
| |  | Name:                                                  
| |  | Title:                                                 
| |  | Lending Office (Base Rate Loans)*                      
| |  | Address:                                               
| |  | Lending Office (Eurodollar Loans)*                     
| |  | Address:                                               

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| |  | WELLS FARGO FOOTHILL, LLC,as Documentation Agent and as a Lender
| |  | ----------------------------------------------------------------
| |  | By:                                                             
| |  | Name:                                                           
| |  | Title:                                                          
| |  | Lending Office (Base Rate Loans)*                               
| |  | Address:                                                        
| |  | Lending Office (Eurodollar Loans)*                              
| |  | Address:                                                        

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| |  | BNP PARIBAS,as a Lender           
| |  | ----------------------------------
| |  | By:                               
| |  | Name:                             
| |  | Title:                            
| |  | By:                               
| |  | Name:                             
| |  | Title:                            
| |  | Lending Office (Base Rate Loans)* 
| |  | Address:                          
| |  | Lending Office (Eurodollar Loans)*
| |  | Address:                          

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| |  | GENERAL ELECTRIC CAPITAL CORPORATIONas a Lender
| |  | -----------------------------------------------
| |  | By:                                            
| |  | Name:                                          
| |  | Title:                                         
| |  | Lending Office (Base Rate Loans)*              
| |  | Address:                                       
| |  | Lending Office (Eurodollar Loans)*             
| |  | Address:                                       

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| |  | SUNTRUST BANK NA,as a Lender      
| |  | ----------------------------------
| |  | By:                               
| |  | Name:                             
| |  | Title:                            
| |  | Lending Office (Base Rate Loans)* 
| |  | Address:                          
| |  | Lending Office (Eurodollar Loans)*
| |  | Address:                          

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| |  | LASALLE BANK NATIONAL ASSOCIATION,as a Lender
| |  | ---------------------------------------------
| |  | By:                                          
| |  | Name:                                        
| |  | Title:                                       
| |  | Lending Office (Base Rate Loans)*            
| |  | Address:                                     
| |  | Lending Office (Eurodollar Loans)*           
| |  | Address:                                     

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| |  | MERRILL LYNCH CAPITAL, a Division of Merrill Lynch Business Financial Services Inc.,as a Lender
| |  | -----------------------------------------------------------------------------------------------
| |  | By:                                                                                            
| |  | Name:                                                                                          
| |  | Title:                                                                                         
| |  | Lending Office (Base Rate Loans)*                                                              
| |  | Address:                                                                                       
| |  | Lending Office (Eurodollar Loans)*                                                             
| |  | Address:                                                                                       

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| |  | NATIONAL CITY BUSINESS CREDIT, INC.,as a Lender
| |  | -----------------------------------------------
| |  | By:                                            
| |  | Name:                                          
| |  | Title:                                         
| |  | Lending Office (Base Rate Loans)*              
| |  | Address:                                       
| |  | Lending Office (Eurodollar Loans)*             
| |  | Address:                                       

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| |  | PNC BANK, NATIONAL ASSOCIATION,as a Lender
| |  | ------------------------------------------
| |  | By:                                       
| |  | Name:                                     
| |  | Title:                                    
| |  | Lending Office (Base Rate Loans)*         
| |  | Address:                                  
| |  | Lending Office (Eurodollar Loans)*        
| |  | Address:                                  

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| |  | ALLIED IRISH BANKS, p.l.c.,as a Lender
| |  | --------------------------------------
| |  | By:                                   
| |  | Name:                                 
| |  | Title:                                
| |  | By:                                   
| |  | Name:                                 
| |  | Title:                                
| |  | Lending Office (Base Rate Loans)*     
| |  | Address:                              
| |  | Lending Office (Eurodollar Loans)*    
| |  | Address:                              

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| |  | FLEET NATIONAL BANK,as a Lender   
| |  | ----------------------------------
| |  | By:                               
| |  | Name:                             
| |  | Title:                            
| |  | Lending Office (Base Rate Loans)* 
| |  | Address:                          
| |  | Lending Office (Eurodollar Loans)*
| |  | Address:                          

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| |  | SIEMENS FINANCIAL SERVICES, INC.,as a Lender
| |  | --------------------------------------------
| |  | By:                                         
| |  | Name:                                       
| |  | Title:                                      
| |  | Lending Office (Base Rate Loans)*           
| |  | Address:                                    
| |  | Lending Office (Eurodollar Loans)*          
| |  | Address:                                    

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| |  | HIBERNIA NATIONAL BANK,as a Lender
| |  | ----------------------------------
| |  | By:                               
| |  | Name:                             
| |  | Title:                            
| |  | Lending Office (Base Rate Loans)* 
| |  | Address:                          
| |  | Lending Office (Eurodollar Loans)*
| |  | Address:                          

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| |  | U.S. BANK NATIONAL ASSOCIATION,as a Lender
| |  | ------------------------------------------
| |  | By:                                       
| |  | Name:                                     
| |  | Title:                                    
| |  | Lending Office (Base Rate Loans)*         
| |  | Address:                                  
| |  | Lending Office (Eurodollar Loans)*        
| |  | Address:                                  

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| |  | RZB FINANCE LLC,as a Lender       
| |  | ----------------------------------
| |  | By:                               
| |  | Name:                             
| |  | Title:                            
| |  | By:                               
| |  | Name:                             
| |  | Title:                            
| |  | Lending Office (Base Rate Loans)* 
| |  | Address:                          
| |  | Lending Office (Eurodollar Loans)*
| |  | Address:                          

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