Exhibit 10.35



EXECUTION COPY



CREDIT AGREEMENT



dated as of December 17, 2004



among



PETROLEUM HEAT AND POWER
CO., INC.,

as Borrower,



The Loan Parties Party Hereto,



The Lenders from Time to Time Party Hereto,



JPMORGAN CHASE BANK, N.A.,

as Administrative
Agent, Collateral Agent and LC Issuer



BANK OF AMERICA, N.A.



and



WACHOVIA BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents



GENERAL ELECTRIC CAPITAL CORPORATION



and



CITIZENS BANK OF MASSACHUSETTS,

as Co-Documentation Agents



and



J. P. MORGAN SECURITIES INC.,

as Sole Lead Arranger and Sole Book Runner



---

TABLE OF CONTENTS



|                                    |  |                                                         |  |     
|----------------------------------- |  | ------------------------------------------------------- |  | ----
|                                    |  |                                                         |  | Page
|ARTICLE I DEFINITIONS               |  | 1                                                      
|                                    | 
|ARTICLE II THE FACILITY             |  | 31                                                     
|2.1.                                |  | The Facility                                            |  | 31  
|                                    |  | 2.1.1.     Revolving Loans.                             |  | 31  
|                                    |  | 2.1.2.     Facility LCs.                                |  | 32  
|                                    |  | 2.1.3.     Non-Ratable Loans                            |  | 36  
|                                    |  | 2.1.4.     Protective Advances and Overadvances.        |  | 36  
|2.2.                                |  | Ratable Loans; Risk Participation                       |  | 37  
|2.3.                                |  | Payment of the Obligations                              |  | 38  
|2.4.                                |  | Minimum Amount of Each Advance                          |  | 38  
|2.5.                                |  | Funding Account                                         |  | 38  
|2.6.                                |  | Reliance Upon Authority; No Liability                   |  | 38  
|2.7.                                |  | Conversion and Continuation of Outstanding Advances     |  | 38  
|2.8.                                |  | Telephonic Notices                                      |  | 38  
|2.9.                                |  | Notification of Advances, Interest Rates and Repayments |  | 39  
|2.10.                               |  | Fees                                                    |  | 39  
|2.11.                               |  | Interest Rates                                          |  | 39  
|2.12.                               |  | Eurodollar Advances Post Default; Default Rates         |  | 40  
|2.13.                               |  | Interest Payment Dates; Interest and Fee Basis          |  | 40  
|2.14.                               |  | Voluntary Prepayments                                   |  | 40  
|2.15.                               |  | Mandatory Prepayments                                   |  | 40  
|2.16.                               |  | Termination of the Facility                             |  | 42  
|2.17.                               |  | Method of Payment                                       |  | 42  
|2.18.                               |  | Apportionment, Application, and Reversal of Payments    |  | 43  
|2.19.                               |  | Settlement                                              |  | 43  
|2.20.                               |  | Indemnity for Returned Payments                         |  | 44  
|2.21.                               |  | Noteless Agreement; Evidence of Indebtedness            |  | 44  
|2.22.                               |  | Lending Installations                                   |  | 45  
|2.23.                               |  | Non-Receipt of Funds by the Agent; Defaulting Lenders   |  | 45  
|2.24.                               |  | Limitation of Interest                                  |  | 46  
|2.25.                               |  | Applicable Mortgage Minimum Amount                      |  | 46  
|                                    | 
|ARTICLE III YIELD PROTECTION; TAXES |  | 47                                                     
|3.1.                                |  | Yield Protection                                        |  | 47  
|3.2.                                |  | Changes in Capital Adequacy Regulations                 |  | 48  
|3.3.                                |  | Availability of Types of Advances                       |  | 48  
|3.4.                                |  | Funding Indemnification                                 |  | 48  
|3.5.                                |  | Taxes                                                   |  | 48  
|3.6.                                |  | Lender Statements; Survival of Indemnity                |  | 50  
|3.7.                                |  | Replacement of Lender                                   |  | 50  
|                                    | 
|ARTICLE IV CONDITIONS PRECEDENT     |  | 51                                                     
|4.1.                                |  | Effectiveness                                           |  | 51  
|4.2.                                |  | Each Credit Extension                                   |  | 54  



i



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|                                         |  |                                                            |  |   
|---------------------------------------- |  | ---------------------------------------------------------- |  | --
|ARTICLE V REPRESENTATIONS AND WARRANTIES |  | 55                                                        
|5.1.                                     |  | Existence and Standing                                     |  | 55
|5.2.                                     |  | Authorization and Validity                                 |  | 55
|5.3.                                     |  | No Conflict; Government Consent                            |  | 55
|5.4.                                     |  | Security Interest in Collateral                            |  | 55
|5.5.                                     |  | Financial Statements                                       |  | 56
|5.6.                                     |  | Material Adverse Change                                    |  | 56
|5.7.                                     |  | Taxes                                                      |  | 56
|5.8.                                     |  | Litigation and Contingent Obligations                      |  | 56
|5.9.                                     |  | Capitalization and Subsidiaries                            |  | 56
|5.10.                                    |  | ERISA                                                      |  | 57
|5.11.                                    |  | Accuracy of Information                                    |  | 57
|5.12.                                    |  | Names; Prior Transactions                                  |  | 57
|5.13.                                    |  | Regulation U                                               |  | 57
|5.14.                                    |  | Material Agreements                                        |  | 57
|5.15.                                    |  | Compliance With Laws                                       |  | 57
|5.16.                                    |  | Ownership of Properties                                    |  | 57
|5.17.                                    |  | Plan Assets; Prohibited Transactions                       |  | 57
|5.18.                                    |  | Environmental Matters                                      |  | 58
|5.19.                                    |  | Investment Company Act                                     |  | 59
|5.20.                                    |  | Public Utility Holding Company Act                         |  | 59
|5.21.                                    |  | Bank Accounts                                              |  | 59
|5.22.                                    |  | Indebtedness                                               |  | 59
|5.23.                                    |  | Affiliate Transactions                                     |  | 59
|5.24.                                    |  | Real Property; Leases                                      |  | 59
|5.25.                                    |  | Intellectual Property Rights                               |  | 59
|5.26.                                    |  | Insurance                                                  |  | 60
|5.27.                                    |  | Solvency                                                   |  | 60
|5.28.                                    |  | Subordinated Indebtedness                                  |  | 60
|5.29.                                    |  | Post-Retirement Benefits                                   |  | 60
|5.30.                                    |  | Common Enterprise                                          |  | 60
|5.31.                                    |  | Reportable Transaction                                     |  | 61
|5.32.                                    |  | Labor Disputes                                             |  | 61
|5.33.                                    |  | Fixed Price Supply Contracts                               |  | 61
|5.34.                                    |  | Trading and Inventory Policies                             |  | 61
|5.35.                                    |  | Use of Proceeds                                            |  | 61
|                                         | 
|ARTICLE VI COVENANTS                     |  | 61                                                        
|6.1.                                     |  | Financial and Collateral Reporting                         |  | 61
|6.2.                                     |  | Use of Proceeds                                            |  | 64
|6.3.                                     |  | Notices                                                    |  | 65
|6.4.                                     |  | Conduct of Business                                        |  | 66
|6.5.                                     |  | Taxes                                                      |  | 67
|6.6.                                     |  | Payment of Indebtedness and Other Liabilities              |  | 67
|6.7.                                     |  | Insurance; Weather Hedging                                 |  | 67
|6.8.                                     |  | Compliance with Laws                                       |  | 69
|6.9.                                     |  | Maintenance of Properties and Intellectual Property Rights |  | 69
|6.10.                                    |  | Inspection                                                 |  | 69
|6.11.                                    |  | Appraisals                                                 |  | 69
|6.12.                                    |  | Communications with Accountants                            |  | 69
|6.13.                                    |  | Collateral Access Agreements and Real Estate Purchases     |  | 70



ii



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|                                              |  |                                                        |  |   
|--------------------------------------------- |  | ------------------------------------------------------ |  | --
|6.14.                                         |  | Deposit Account Control Agreements                     |  | 70
|6.15.                                         |  | Additional Collateral; Further Assurances              |  | 70
|6.16.                                         |  | Dividends                                              |  | 71
|6.17.                                         |  | Indebtedness                                           |  | 72
|6.18.                                         |  | Merger                                                 |  | 74
|6.19.                                         |  | Sale of Assets                                         |  | 74
|6.20.                                         |  | Investments and Acquisitions                           |  | 74
|6.21.                                         |  | Liens                                                  |  | 75
|6.22.                                         |  | Change of Name or Location; Change of Fiscal Year      |  | 77
|6.23.                                         |  | Affiliate Transactions                                 |  | 77
|6.24.                                         |  | Amendments to Agreements                               |  | 77
|6.25.                                         |  | Prepayment of Indebtedness; Subordinated Indebtedness  |  | 77
|6.26.                                         |  | Financial Contracts                                    |  | 77
|6.27.                                         |  | Capital Expenditures                                   |  | 78
|6.28.                                         |  | Financial Covenant                                     |  | 78
|6.29.                                         |  | Depository Banks                                       |  | 78
|6.30.                                         |  | Real Property Purchases                                |  | 78
|6.31.                                         |  | Sale of Accounts                                       |  | 78
|6.32.                                         |  | Parent                                                 |  | 78
|6.33.                                         |  | Fixed Price Supply Contracts; Certain Policies         |  | 78
|6.34.                                         |  | Propane Sale Agreement                                 |  | 79
|                                              | 
|ARTICLE VII DEFAULTS                          |  | 79                                                    
|                                              | 
|ARTICLE VIII REMEDIES; WAIVERS AND AMENDMENTS |  | 82                                                    
|8.1.                                          |  | Remedies.                                              |  | 82
|8.2.                                          |  | Waivers by Loan Parties                                |  | 83
|8.3.                                          |  | Amendments                                             |  | 83
|8.4.                                          |  | Preservation of Rights                                 |  | 85
|                                              | 
|ARTICLE IX GENERAL PROVISIONS                 |  | 85                                                    
|9.1.                                          |  | Survival of Representations                            |  | 85
|9.2.                                          |  | Governmental Regulation                                |  | 85
|9.3.                                          |  | Headings                                               |  | 85
|9.4.                                          |  | Entire Agreement                                       |  | 85
|9.5.                                          |  | Several Obligations; Benefits of this Agreement        |  | 85
|9.6.                                          |  | Expenses; Indemnification                              |  | 86
|9.7.                                          |  | Numbers of Documents                                   |  | 87
|9.8.                                          |  | Accounting                                             |  | 87
|9.9.                                          |  | Severability of Provisions                             |  | 87
|9.10.                                         |  | Nonliability of Lenders                                |  | 87
|9.11.                                         |  | Confidentiality                                        |  | 88
|9.12.                                         |  | Nonreliance                                            |  | 88
|9.13.                                         |  | Disclosure                                             |  | 88
|9.14.                                         |  | Patriot Act Notice                                     |  | 88
|                                              | 
|ARTICLE X THE AGENT                           |  | 89                                                    
|10.1.                                         |  | Appointment; Nature of Relationship                    |  | 89
|10.2.                                         |  | Powers                                                 |  | 89
|10.3.                                         |  | General Immunity                                       |  | 89
|10.4.                                         |  | No Responsibility for Credit Extensions, Recitals, etc |  | 89



iii



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|                                                                         |  |                                                         |  |    
|------------------------------------------------------------------------ |  | ------------------------------------------------------- |  | ---
|10.5.                                                                    |  | Action on Instructions of the Lenders                   |  | 89 
|10.6.                                                                    |  | Employment of Agents and Counsel                        |  | 90 
|10.7.                                                                    |  | Reliance on Documents; Counsel                          |  | 90 
|10.8.                                                                    |  | Agents Reimbursement and Indemnification               |  | 90 
|10.9.                                                                    |  | Notice of Default                                       |  | 90 
|10.10.                                                                   |  | Rights as a Lender                                      |  | 91 
|10.11.                                                                   |  | Lender Credit Decision                                  |  | 91 
|10.12.                                                                   |  | Successor Agent                                         |  | 91 
|10.13.                                                                   |  | Delegation to Affiliates                                |  | 92 
|10.14.                                                                   |  | Execution of Loan Documents                             |  | 92 
|10.15.                                                                   |  | Collateral Matters.                                     |  | 92 
|10.16.                                                                   |  | Co-Agents, Documentation Agent, Syndication Agent, etc. |  | 94 
|                                                                         | 
|ARTICLE XI SETOFF; RATABLE PAYMENTS                                      |  | 94                                                     
|11.1.                                                                    |  | Setoff                                                  |  | 94 
|11.2.                                                                    |  | Ratable Payments                                        |  | 94 
|                                                                         | 
|ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS            |  | 94                                                     
|12.1.                                                                    |  | Successors and Assigns                                  |  | 94 
|12.2.                                                                    |  | Participations                                          |  | 95 
|12.3.                                                                    |  | Assignments                                             |  | 96 
|12.4.                                                                    |  | Dissemination of Information                            |  | 97 
|12.5.                                                                    |  | Tax Treatment                                           |  | 97 
|12.6.                                                                    |  | Assignment by LC Issuer                                 |  | 97 
|                                                                         | 
|ARTICLE XIII NOTICES                                                     |  | 97                                                     
|13.1.                                                                    |  | Notices; Effectiveness; Electronic Communications       |  | 97 
|13.2.                                                                    |  | Change of Address, Etc                                  |  | 98 
|                                                                         | 
|ARTICLE XIV COUNTERPARTS                                                 |  | 99                                                     
|                                                                         | 
|ARTICLE XV GUARANTY                                                      |  | 99                                                     
|15.1.                                                                    |  | Guaranty                                                |  | 99 
|15.2.                                                                    |  | Guaranty of Payment                                     |  | 99 
|15.3.                                                                    |  | No Discharge or Diminishment of Guaranty                |  | 99 
|15.4.                                                                    |  | Defenses Waived                                         |  | 100
|15.5.                                                                    |  | Rights of Subrogation                                   |  | 101
|15.6.                                                                    |  | Reinstatement; Stay of Acceleration                     |  | 101
|15.7.                                                                    |  | Information                                             |  | 101
|15.8.                                                                    |  | Termination                                             |  | 101
|15.9.                                                                    |  | Taxes                                                   |  | 101
|15.10.                                                                   |  | Severability                                            |  | 102
|15.11.                                                                   |  | Contribution                                            |  | 102
|15.12.                                                                   |  | Lending Installations                                   |  | 102
|15.13.                                                                   |  | Liability Cumulative                                    |  | 102
|                                                                         | 
|ARTICLE XVI CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL |  | 103                                                    
|16.1.                                                                    |  | CHOICE OF LAW                                           |  | 103
|16.2.                                                                    |  | CONSENT TO JURISDICTION                                 |  | 103
|16.3.                                                                    |  | WAIVER OF JURY TRIAL                                    |  | 103



iv



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|                                         |  |                                                         |  |    
|---------------------------------------- |  | ------------------------------------------------------- |  | ---
|ARTICLE XVII THE BORROWER REPRESENTATIVE |  | 103                                                    
|17.1.                                    |  | Appointment; Nature of Relationship                     |  | 103
|17.2.                                    |  | Powers                                                  |  | 104
|17.3.                                    |  | Employment of Agents                                    |  | 104
|17.4.                                    |  | Notices                                                 |  | 104
|17.5.                                    |  | Successor Borrower Representative                       |  | 104
|17.6.                                    |  | Execution of Loan Documents; Borrowing Base Certificate |  | 104
|17.7.                                    |  | Reporting                                               |  | 104



v



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EXHIBITS:



|                |  |                                          
|--------------- |  | -----------------------------------------
|EXHIBIT A       |  | FORM OF BORROWING NOTICE                 
|EXHIBIT B       |  | FORM OF CONVERSION/CONTINUATION NOTICE   
|EXHIBIT C       |  | NOTE                                     
|EXHIBIT D       |  | FORM OF OPINION                          
|EXHIBIT E       |  | COMPLIANCE CERTIFICATE                   
|EXHIBIT F       |  | JOINDER AGREEMENT                        
|EXHIBIT G       |  | ASSIGNMENT AND ASSUMPTION AGREEMENT      
|EXHIBIT H       |  | BORROWING BASE CERTIFICATE               
|EXHIBIT I       |  | FORM OF OFFICERS CERTIFICATE OF BORROWER
|EXHIBIT J       |  | FORM OF ACKNOWLEDGMENT OF THE TRUSTEE    
|               
|SCHEDULES:     
|                | 
|SCHEDULE I      |  | COMMITMENTS                              
|SCHEDULE 1.1A   |  | EXISTING LETTERS OF CREDIT               
|SCHEDULE 1.1B   |  | ELIGIBLE CARRIERS                        
|SCHEDULE 4.1(j) |  | DEBT INSTRUMENTS TO BE REFINANCED        
|SCHEDULE 4.1(m) |  | PERMITTED 2004 AUDIT QUALIFICATION       
|SCHEDULE 5.8    |  | LITIGATION AND CONTINGENT OBLIGATIONS    
|SCHEDULE 5.9    |  | CAPITALIZATION AND SUBSIDIARIES          
|SCHEDULE 5.12   |  | NAMES; PRIOR TRANSACTIONS                
|SCHEDULE 5.14   |  | MATERIAL AGREEMENTS                      
|SCHEDULE 5.16   |  | OWNERSHIP OF PROPERTIES                  
|SCHEDULE 5.18   |  | ENVIRONMENTAL MATTERS                    
|SCHEDULE 5.22   |  | INDEBTEDNESS                             
|SCHEDULE 5.23   |  | AFFILIATE TRANSACTIONS                   
|SCHEDULE 5.24   |  | REAL PROPERTY; LEASES                    
|SCHEDULE 5.25   |  | INTELLECTUAL PROPERTY RIGHTS             
|SCHEDULE 5.26   |  | INSURANCE                                
|SCHEDULE 5.32   |  | LABOR MATTERS                            
|SCHEDULE 5.33   |  | FIXED PRICE SUPPLY CONTRACTS             
|SCHEDULE 6.20   |  | OTHER INVESTMENTS                        
|SCHEDULE 6.21   |  | LIENS                                    



vi



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CREDIT AGREEMENT



This Credit Agreement, dated as of December 17, 2004, is among Petroleum Heat and Power Co., Inc., a Minnesota corporation
(Petro or the Borrower), the other Loan Parties, the Lenders from time to time party hereto, JPMorgan Chase Bank, N.A., a national banking association, as an LC Issuer and as the Agent, Bank of America, N.A. and
Wachovia Bank, National Association, as co-syndication agents (each, a Syndication Agent), and Citizens Bank of Massachusetts and General Electric Capital Corporation as co-documentation agents (each, a Documentation
Agent).



RECITALS



WHEREAS, the Borrower has requested that the Lenders make available to the
Borrower loans and other extensions of credit in an aggregate amount not to exceed $260,000,000, which extensions of credit will be used by the Borrower for the purposes set forth in Section 6.2;



WHEREAS, the Guarantors have agreed to guarantee all of the Obligations of
the Borrower under the Loan Documents to the Agent and the Lenders as set forth in the Guaranty; and



WHEREAS, the Borrower and the other Loan Parties have agreed to secure all of their Obligations under the Loan Documents by granting to the Agent, on
behalf of the Lenders, a security interest in and lien upon the Collateral as set forth in the Collateral Documents;



NOW THEREFORE, in consideration of these premises and the terms and conditions set forth in this Agreement, and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:



ARTICLE I



DEFINITIONS



As used in this Agreement:



Account shall have the meaning given to
such term in the Security Agreement.



Account
Debtor means any Person obligated on an Account.



Acquisition means any transaction, or any series of related transactions, consummated after the Closing Date, by which any Loan Party (a) acquires any going business or all or substantially all of the assets of any
Person, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the Capital Stock
of a Person which has ordinary voting power for the election of directors or other similar management personnel of a Person (other than Capital Stock having such power only by reason of the happening of a contingency) or a majority of the
outstanding Capital Stock of a Person.



Additional
Parent Notes is defined in Section 6.17(n).



Advance means a borrowing hereunder, (a) made by some or all of the Lenders on the same Borrowing Date, or (b) converted or continued by the Lenders on the same date of conversion or continuation, and consisting, in
either case, of the aggregate amount of the several Loans of the same Type and, in the case of Eurodollar Loans, for the same Interest Period. The term Advance shall include Non-Ratable Loans, Overadvances and Protective Advances unless otherwise
expressly provided.



1



---

Affected Lender is defined in Section 3.7.



Affiliate of any Person means any other Person directly or
indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of the voting Capital Stock of the controlled Person or
possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of Capital Stock, by contract or otherwise.



Agent means Chase in its capacity as contractual
representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Agent appointed pursuant to Article X.



Aggregate Commitment means the aggregate of the Commitments of all the Lenders, as reduced from time to
time pursuant to the terms hereof, which Aggregate Commitment shall initially be in the amount of $260,000,000.



Aggregate Credit Exposure means, at any time, the aggregate of the Credit Exposure of all the Lenders.



Agreement means this Credit Agreement, as it may be
amended or modified and in effect from time to time.



Alternate Base Rate or ABR means, for any day, a rate of interest per annum equal to the higher of (a) the Prime Rate for such day and (b) the sum of the Federal Funds Effective Rate for such day
plus 1/2% per annum. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or
the Federal Funds Effective Rate, respectively.



Applicable Fee Rate means 0.375% per annum.



Applicable Margin means, (i) with respect to Floating Rate Advances, 1.25% per annum and (ii) with respect to Eurodollar Advances, 2.25% per annum; providedthat after receipt by the Agent of the
consolidated financial statements of the Parent and its Subsidiaries for the Fiscal Quarter ended June 30, 2005, the Applicable Margin will be determined on a quarterly basis as set forth in the pricing grid below:



|                               |  |                     |   |  |                        |  
|------------------------------ |  | ------------------- | - |  | ---------------------- | -
|Applicable Margin Availability |  | Eurodollar Advances |   |  | Floating Rate Advances |  
|> $75,000,000                  |  | 1.75                | % |  | 0.75                   | %
|> $60,000,000                  |  | 2.00                | % |  | 1.00                   | %
|> $45,000,000                  |  | 2.25                | % |  | 1.25                   | %
|> $30,000,000                  |  | 2.50                | % |  | 1.50                   | %
|< $30,000,000                  |  | 2.75                | % |  | 1.75                   | %



2



---

Changes in the Applicable Margin resulting from changes in Applicable Margin Availability shall become
effective on the date that is three Business Days after the date on which financial statements are delivered to the Lenders pursuant to Section 6.1(a), (b) or (c) and shall remain in effect until the next change to be effected pursuant to this
paragraph.



Applicable Margin
Availability means, at any date, (a) the sum of the Availability on the last day of each of the twelve preceding Fiscal Months (or if fewer than twelve Fiscal Months have elapsed since the Closing Date, the number of Fiscal Months that
have actually elapsed since the Closing Date) ending on such date divided by (b) twelve (or such lesser number of Fiscal Months that have actually elapsed since the Closing Date).



Applicable Mortgages means any Mortgage with respect to which mortgage recording taxes, documentary stamp
taxes, intangible taxes and other similar taxes are payable in connection with each Credit Extension (assuming that no Credit Extensions were then outstanding).



Applicable Mortgage Minimum Amount means, at any time, the sum of the limits on the maximum amount of the Obligations secured under
all Applicable Mortgages at such time.



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



Arranger means J. P. Morgan Securities Inc., a Delaware
corporation, and its successors, in its capacity as Sole Lead Arranger and Sole Book Runner.



Article means an article of this Agreement unless another document is specifically referenced.



Assignment Agreement is defined in Section 12.3(a).



Authorized Officer means any of the chief executive officer, chief financial officer or treasurer of a
Loan Party, acting singly.



Availability
means, at any time, an amount equal to the lesser of (a) the Aggregate Commitment and (b) the Borrowing Base minus the Aggregate Credit Exposure; provided thatthe Aggregate Credit Exposure shall not exceed the amount permitted
under and calculated in accordance with the definition of Borrowing Base in the Parent Indenture; provided that, solely for purposes of (i) clause (m) of the definition of Permitted Acquisition, (ii) Sections 6.16(a),
6.25(a) and 6.28 and the definition of Applicable Margin Availability and (iii) Section 7.3 of the Security Agreement, to the extent Availability is being determined at a time when the Excess Proceeds Reserve Amount is being
included in the calculations required under such clause or Sections, Availability shall include, without duplication of amounts included in the Borrowing Base pursuant to clause (b) of this definition, cash and Cash Equivalent Investments pledged to
the Agent.



Available Commitment means, at
any time, the Aggregate Commitment then in effect minus the Aggregate Credit Exposure at such time.



Bankruptcy Code means Title 11 of the U.S. Code (11 U.S.C. § 101 et seq.) as amended, reformed, or otherwise
modified from time to time, and any rule or regulation issued thereunder.



Borrower has the meanings specified in the preamble hereto.



3



---

Borrower Representative means PHI, in its capacity as contractual representative of
the Borrower pursuant to Article XVII.



Borrowing Base means, at any time, the sum, without duplication, of:



(a) (i) for the months of March through November in each Fiscal Year, 85% of Eligible Accounts Receivable or (ii) for the months of December, January and
February in each Fiscal Year subject to trailing dilution of not more than 3%, 90% of Eligible Accounts Receivable, plus



(b) 80% of Eligible Heating Oil and Other Fuel Inventory, plus



(c) the lesser of (i) $5,000,000 and (ii) 40% of Eligible Other Inventory, plus



(d) the lesser of



(i) $35,000,000 and



(ii) the sum of



(A) 75% of the fair market value of Eligible Real Property, which amount
shall be reduced by estimated environmental liabilities determined by the Agent in its Permitted Discretion on a property-by-property basis (it being understood that the value calculated in this clause (A) for any individual property shall never be
less than zero),



(B) 75% of the Orderly Liquidation Value of
Eligible Vehicles,



(C) 75% of the Orderly Liquidation Value
of Eligible Machinery and Equipment, and



(D) 40% of the
aggregate of the Customer Lists Value,



plus



(e) 100% of cash and Cash Equivalent Investments held in
deposit accounts located at, and subject to control agreements in favor of, the Agent, minus



(f) Reserves;



providedthat(I) the amount described in clause (d)(i) above shall be automatically reduced on a dollar-for-dollar basis by the Borrowing Base Reduction Amount, (II) the amount described in clause
(d)(i) above shall amortize quarterly on a straight-line basis for a five-year period and (III) except for (x) assets acquired in a Permitted Acquisition consummated pursuant to Sections 2.15(b)(ii) or (d), (y) Inventory and (z) Accounts, any assets
acquired in connection with any Permitted Acquisition shall not be included in the determination of the Borrowing Base. The Borrowing Base shall be determined based on the most recent Borrowing Base Certificate delivered by the Borrower.



Borrowing Base Certificate means a certificate, signed
by an Authorized Officer of the Borrower Representative, in the form of Exhibit H or another form which is acceptable to the Agent in its Permitted Discretion. Each Borrowing Base Certificate shall set forth, among other things, a calculation
of (a) the Borrowing Base and (b) the Borrowing Base as defined in the Parent Indenture.



Borrowing Base Reduction Amount means an amount equal to the sum of (a) all Net Cash Proceeds of asset dispositions received by any
Loan Party plus (b) all insurance or condemnation



4



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proceeds received by any Loan Party; provided that (x) such Net Cash Proceeds or insurance or condemnation proceeds shall be disregarded in
determining the Borrowing Base Reduction Amount to the extent they are deposited in a deposit account located at, and subject to control agreements in favor of, the Agent pursuant to Section 2.15(b) or (d), as applicable, (y) such Net Cash Proceeds
or insurance or condemnation proceeds shall be disregarded in determining the Borrowing Base Reduction Amount to the extent that within twelve months of the receipt thereof they are reinvested pursuant to Section 2.15(b) or (d), as applicable, in
replacement assets of like value (as determined in a manner satisfactory to the Agent in its Permitted Discretion), and (z) in determining the Borrowing Base Reduction Amount, the amount allocated to any asset that is disposed of or that is the
subject of any insurance or condemnation proceeds so received shall be equal to the amount originally allocated to such asset for purposes of determining the Borrowing Base (as determined by the Agent in its Permitted Discretion).



Borrowing Date means a date on which an Advance or a Loan
is made hereunder.



Borrowing Notice is
defined in Section 2.1.1(b).



Business
Day means (a) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago and New York City for the conduct of substantially all of
their commercial lending activities, interbank wire transfers can be made on the Fedwire system and dealings in U.S. dollars are carried on in the London interbank market and (b) for all other purposes, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system.



Capital Expenditures means, for any period, without duplication, any expenditure or commitment to expend
money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Parent and its Subsidiaries prepared in accordance with GAAP.



Capital Stock means any and all corporate stock, units,
shares, partnership interests, membership interests, equity interests, rights, securities, or other equivalent evidences of ownership (howsoever designated) issued by any Person.



Capitalized Lease of a Person means any lease of Property by such Person as lessee which would be
capitalized on a balance sheet of such Person prepared in accordance with GAAP.



Capitalized Lease Obligations of a Person means the aggregate amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person
prepared in accordance with GAAP.



Cash Equivalent
Investments means (a) short-term obligations of, or fully guaranteed by, the U.S., (b) commercial paper rated A-1 or better by S&P or P-1 or better by Moodys, (c) demand deposit accounts maintained in the ordinary course of
business with any domestic office of any commercial bank organized under the laws of the U.S. or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000, and (d) certificates of deposit issued by
and time deposits with any domestic office of any commercial bank organized under the laws of the U.S. or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000; provided that, in each
case, the same provides for payment of both principal and interest (and not principal alone or interest alone) and is not subject to any contingency regarding the payment of principal or interest.



5



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Change in Control means the occurrence of any of the following events: (i) the
partners or shareholders, as the case may be, of the Borrower shall approve any plan or proposal for the liquidation or dissolution of the Borrower; (ii) the General Partner shall cease for any reason to be the sole general partner of the Parent;
(iii) the Parent ceases for any reason to beneficially own, directly or indirectly, 100% of all classes of Capital Stock of the Borrower; (iv) the Sevin Group collectively shall cease for any reason to beneficially own Capital Stock having the
voting power to elect all of the directors or other governing board of the General Partner; or (v) a Change of Control (or any other defined term having a similar purpose) as defined in the Parent Indenture shall occur.



Chase means JPMorgan Chase Bank, N.A., a
national banking association, in its individual capacity, and its successors.



Closing Date means the date of this Agreement.



Code means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time, and any rule or regulation
issued thereunder.



Collateral means any and
all Property covered by the Collateral Documents and any and all other Property of any Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of the Agent, on behalf of
itself and the Lenders, to secure the Secured Obligations.



Collateral Access Agreement means any landlord waiver or other agreement, in form and substance reasonably satisfactory to the Agent, between the Agent and any third party (including any bailee, consignee, customs broker,
or other similar Person) in possession of any Collateral or any landlord of any Loan Party for any real Property where any Collateral is located, as such landlord waiver or other agreement may be amended, restated, or otherwise modified from time to
time.



Collateral Documents means,
collectively, the Security Agreement, the Mortgages and any other documents granting a Lien upon the Collateral as security for payment of the Secured Obligations.



Collateral Shortfall Amount is defined in Section 2.1.2(l).



Commitment means, for each Lender, the obligation of such
Lender to make Loans to the Borrower, and participate in Facility LCs issued upon the application of the Borrower, in an aggregate amount not exceeding the amount set forth in Schedule I or as set forth in any Assignment Agreement that has
become effective pursuant to Section 12.3(c), as such amount may be modified from time to time pursuant to the terms hereof.



Commodity Hedging Agreement means any agreement or arrangement designed solely to protect any Loan Party against fluctuations in the
price of petroleum derivative products with respect to quantities of such products that such Loan Party reasonably expects to purchase from suppliers, sell to their customers or need for their inventory during the period covered by such agreement or
arrangement.



Commodities Inventory means
all inventory consisting of petroleum derivative products of, and held for sale by, the Loan Parties.



Compliance Certificate is defined in Section 6.1(e).



Confidential Information Memorandum means the Confidential Information Memorandum dated November 2004 and
furnished to certain Lenders.



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Consolidated Capital Expenditures means, with reference to any period, the Capital
Expenditures of the Parent and its Subsidiaries calculated on a consolidated basis for such period.



Consolidated EBITDA means Consolidated Net Income plus, to the extent deducted from revenues in determining Consolidated
Net Income, (a) Consolidated Interest Expense, (b) expense for taxes paid or accrued, (c) depreciation, (d) amortization and other non-cash charges (including any non-cash impact of Financial Standards Accounting Board Statement No. 133) and (e)
extraordinary non-cash losses (as determined in accordance with GAAP) incurred other than in the ordinary course of business, minus, to the extent included in Consolidated Net Income, extraordinary gains (as determined in accordance
with GAAP) realized other than in the ordinary course of business, all calculated for the Parent and its Subsidiaries on a consolidated basis; providedthat with respect to any calculation of Consolidated EBITDA in connection with a
measurement period that includes the Fiscal Quarters of the Parent ended December 31, 2004 and March 31, 2005, (x) no more than $25,000,000 of expenses paid during such Fiscal Quarters with respect to the transactions which are the subject of this
Agreement may be added to Consolidated EBITDA, (y) no more than $37,000,000 of prepayment premiums paid during such Fiscal Quarters in connection with the refinancing transactions contemplated by Section 4.1(j) may be added to Consolidated EBITDA
and (z) Consolidated EBITDA shall be determined after giving pro forma effect to adjustments acceptable to the Agent in its Permitted Discretion. For the purposes of calculating Consolidated EBITDA for any period (each, a
Reference Period), (i) if at any time during such Reference Period, the Parent or any Subsidiaries shall have consummated the Propane Sale or made any other Material Disposition, Consolidated EBITDA for such Reference Period shall be
reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative)
attributable thereto for such Reference Period, (ii) if during such Reference Period, the Parent or any Subsidiaries shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro
forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period and (iii) if during such Reference Period, the Parent or any Subsidiaries shall have repaid any Material Indebtedness, Consolidated EBITDA
for such Reference Period shall be calculated after giving pro formaeffect thereto as if such Material Indebtedness had been repaid on the first day of such Reference Period, but including the effect of any Indebtedness incurred to
repay or replace such Indebtedness. As used in this definition: Material Acquisition means any Permitted Acquisition that involves the payment of consideration by the Parent and its Subsidiaries in excess of $500,000; Material
Disposition means any sale, transfer or other disposition of property or series of related sales, transfers or other dispositions of property that yields gross proceeds to the Parent and the Subsidiaries in excess of $500,000; and
Material Indebtedness means any Indebtedness of the Parent and the Subsidiaries repaid on the Closing Date.



Consolidated Fixed Charges means, with reference to any period, without duplication, cash Consolidated Interest Expense,
plus scheduled principal payments on Indebtedness made during such period, plus dividends or distributions paid or made after the Closing Date by the Parent, plus Capitalized Lease payments,
plus cash contributions to any Plan, all calculated for the Parent and its Subsidiaries on a consolidated basis; providedthat with respect to any calculation of Consolidated Fixed Charges in connection with a measurement
period that includes the Fiscal Quarters of the Parent ended December 31, 2004 and March 31, 2005, Consolidated Fixed Charges shall be determined after giving pro forma effect to adjustments acceptable to the Agent in its Permitted
Discretion. For the purposes of calculating Consolidated Fixed Charges for any period (each, a Reference Period), (i) if at any time during such Reference Period, the Parent or any Subsidiaries shall have consummated the Propane Sale or
made any other Material Disposition, Consolidated Fixed Charges for such Reference Period shall be calculated after giving pro forma effect thereto as if the Propane Sale or such Material Disposition, as the case may be, occurred on
the first day of such Reference Period, (ii) if during such Reference Period, the Parent or any Subsidiaries shall have made a Material Acquisition, Consolidated Fixed Charges for such Reference



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Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference
Period and (iii) if during such Reference Period, the Parent or any Subsidiaries shall have repaid any Material Indebtedness, Consolidated Fixed Charges for such Reference Period shall be calculated after giving pro forma effect
thereto as if such Material Indebtedness had been repaid on the first day of such Reference Period, but including the effect of any Indebtedness incurred to repay or replace such Indebtedness. As used in this definition: Material
Acquisition means any Permitted Acquisition that involves the payment of consideration by the Parent and its Subsidiaries in excess of $500,000; Material Disposition means any sale, transfer or other disposition of property or
series of related sales, transfers or other dispositions of property that yields gross proceeds to the Parent and the Subsidiaries in excess of $500,000; and Material Indebtedness means any Indebtedness of the Parent and the Subsidiaries
repaid on the Closing Date.



Consolidated Interest
Expense means, with reference to any period, the interest expense of the Parent and its Subsidiaries calculated on a consolidated basis for such period.



Consolidated Net Income means, with reference to any period, the net income (or loss) of the Parent and
its Subsidiaries calculated on a consolidated basis for such period.



Contingent Obligation of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise
becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or the obligations of any such Person as general partner of a partnership with respect to the liabilities of the partnership.



Controlled Group means all members of a controlled group
of corporations or other business entities and all trades or businesses (whether or not incorporated) under common control which, together with the Parent or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.



Conversion/Continuation Notice is defined
in Section 2.7.



Copyrights shall
have the meaning given to such term in the Security Agreement.



Credit Exposure means, as to any Lender at any time, the sum of (a) the aggregate principal amount of its Revolving Loans outstanding at such time, plus (b) an amount equal to all accrued interest, fees and
other charges under this Agreement then owing to it, (c) an amount equal to its Pro Rata Share of the LC Obligations at such time, plus (d) an amount equal to its Pro Rata Share of the aggregate principal amount of Non-Ratable Loans,
Overadvances and Protective Advances outstanding at such time.



Credit Extension means the making of an Advance or the issuance of a Facility LC hereunder.



Credit Extension Date means the Borrowing Date for an Advance or the issuance date for a Facility LC.



Customer List means a list of the Borrowers
customers, specifying each customers name, mailing address and phone number.



Customer Lists Value means, at the election of the Agent exercising its Permitted Discretion, either (a) the value of the Customer Lists as determined in a manner acceptable to the Agent (in its
Permitted Discretion) by an appraiser reasonably acceptable to the Agent or (b) the value of (i) the



8



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distressed net orderly enterprise valuation (as determined by the Agent in its Permitted Discretion) of the non-working capital assets of the Loan Parties
less (ii) the fair market value of Eligible Real Property less (iii) the Orderly Liquidation Value of Eligible Vehicles less (iv) the Orderly Liquidation Value of Eligible Machinery and Equipment.



Default means an event described in Article VII.



Defaulting Lender is defined in Section
2.23(b).



Deposit Account Control
Agreement means an agreement, in form and substance satisfactory to the Agent (in its Permitted Discretion), among any Loan Party, a banking institution holding such Loan Partys funds, and the Agent with respect to collection and
control of all deposits and balances held in a deposit account maintained by any Loan Party with such banking institution, as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.



Document shall have the meaning given to such term in the
Security Agreement.



Domestic Subsidiary
means any Subsidiary which is organized under the laws of the U.S. or any state of the U.S.



Effective Date means the date that the conditions precedent set forth in Article IV are satisfied.



Eligible Accounts Receivable means, at any time, the Accounts of a Loan Party which the Agent determines in its Permitted Discretion
are eligible as the basis for Credit Extensions hereunder. Without limiting the Agents discretion provided herein, Eligible Accounts Receivable shall not include any Account:



(a) which is not subject to a first priority perfected security interest in favor of the Agent;



(b) which is subject to any Lien other than (i) a Lien in
favor of the Agent and (ii) a Permitted Lien which does not have priority over the Lien in favor of the Agent;



(c) with respect to which more than 90 days have elapsed since the date of the original invoice therefor or which is more than 60 days
past the due date for payment; provided that an installment Account that does not otherwise meet the terms of this clause (c) shall nevertheless constitute an Eligible Account Receivable so long as (i) with respect to any particular payment
installment of such installment Account, not more than 90 days have elapsed since the date on which the original bill for such particular payment installment was mailed, (ii) no particular payment installment of such installment Account is more than
60 days past the due date for payment and (iii) the aggregate of all such installment Accounts does not exceed $25,000,000;



(d) which is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are
ineligible hereunder;



(e) which is owing by
an Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to all Loan Parties exceeds 2% of the aggregate amount of Eligible Accounts Receivable of all Loan Parties;



9



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(f) with respect to which any covenant, representation, or warranty contained in this
Agreement or in the Security Agreement has been breached or is not true;



(g) which (i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced by an invoice or other documentation satisfactory to the Agent (in its Permitted
Discretion) which has been sent or otherwise delivered to the Account Debtor, (iii) represents a progress billing, (iv) is contingent upon such Loan Partys completion of any further performance, or (v) represents a sale on a bill-and-hold,
guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis;



(h) for which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services giving rise to
such Account have not been performed by such Loan Party;



(i) with respect to which any check or other instrument of payment has been returned uncollected for any reason;



(j) which is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian,
trustee, or liquidator of its assets, (ii) has had possession of all or a material part of its property taken by any receiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation,
reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or federal bankruptcy laws, (iv) has admitted in writing its inability, or is generally unable to, pay its debts
as they become due, (v) become insolvent, or (vi) ceased operation of its business;



(k) which is owed by any Account Debtor which has sold all or a substantially all of its assets;



(l) which is owed by an Account Debtor which (i) does not
maintain its chief executive office in the U.S. or Canada (other than the Province of Newfoundland) or (ii) is not organized under applicable law of the U.S., any state of the U.S., Canada, or any province of Canada (other than the Province of
Newfoundland) unless, in either case, such Account is backed by a Letter of Credit acceptable to the Agent in its Permitted Discretion which is in the possession of the Agent;



(m) which is owed in any currency other than U.S. dollars;



(n) which is owed by (i) the government (or any department,
agency, public corporation, or instrumentality thereof) of any country other than the U.S. unless such Account is backed by a Letter of Credit acceptable to the Agent (in its Permitted Discretion) which is in the possession of the Agent, or (ii) the
government of the U.S., or any department, agency, public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et
seq.), and any other steps necessary to perfect the Lien of the Agent in such Account have been complied with to the Agents satisfaction in its Permitted Discretion;



(o) which is owed by any Affiliate, director or executive officer of any Loan Party;



10



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(p) which, when added to all other Accounts owing to the Loan Parties by the applicable
Account Debtor or any of its Affiliates, does not exceed in face amount (i) in the case of commercial Account Debtors, 2.0% of the total Eligible Accounts Receivable and (ii) in the case of residential Account Debtors, 1.0% of the total Eligible
Accounts Receivable;



(q) which is owed by an
Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted, but only to the extent of such indebtedness;



(r) which is subject to any counterclaim, deduction, defense, setoff or dispute but only to the extent of any such counterclaim,
deduction, defense, setoff or dispute;



(s)
which is evidenced by any promissory note, chattel paper, or instrument;



(t) which is owed by an Account Debtor located in any jurisdiction which requires filing of a Notice of Business Activities Report or other similar report in order to permit such Loan Party to seek
judicial enforcement in such jurisdiction of payment of such Account, unless such Loan Party has filed such report or qualified to do business in such jurisdiction;



(u) with respect to which such Loan Party has made any agreement with the Account Debtor for any reduction
thereof, other than discounts and adjustments given in the ordinary course of business; or



(v) which the Agent determines (in its Permitted Discretion) may not be paid by reason of the Account Debtors inability to pay or
which the Agent otherwise determines (in its Permitted Discretion) is unacceptable for any reason whatsoever.



Eligible Carrier means each of the carriers and pipeline companies listed on Schedule 1.1B or otherwise approved from time to time by
the Agent in its Permitted Discretion.



Eligible
Heating Oil and Other Fuel Inventory means, at any time, the Inventory of a Loan Party consisting of home heating oil, diesel fuel and other petroleum derivative products, but excluding propane and natural gas, which the Agent determines
in its Permitted Discretion is eligible as the basis for Credit Extensions hereunder and as to which all of the following requirements have been fulfilled to the reasonable satisfaction of the Agent:



(a) such Inventory is owned by such Loan Party, is subject
to a first priority perfected Lien in favor of the Agent, and is subject to no other Lien whatsoever other than a Permitted Lien which does not have priority over the Lien in favor of the Agent;



(b) such Inventory is not held on consignment;



(c) such Inventory is of customary quality and meets all
standards applicable to such Inventory, its use or sale imposed by any Governmental Authority having regulatory authority over such matters;



(d) such Inventory is of a type sold in the ordinary course of the business of such Loan Party;



(e) such Inventory is located within the United States (i)
in the Buckeye or Colonial pipeline systems, (ii) in commercial storage facilities; (iii) at one of the locations listed in Exhibit A to the Security Agreement; or (iv) in transit to a location described in the foregoing clause (i), (ii) or (iii)
with an Eligible Carrier;



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(f) such Inventory does not constitute goods in transit unless it is in transit with an
Eligible Carrier;



(g) such Inventory is
stored in storage facilities of such Loan Party or in commercial storage facilities and if located in a warehouse or other facility leased by such Loan Party, the lessor has delivered to the Agent a waiver, consent and agreement in form and
substance satisfactory to the Agent (in its Permitted Discretion) or a Reserve for rent, charges, and other amounts due or to become due with respect to such warehouse or facility has been established by the Agent in its Permitted Discretion;
providedthat any such Inventory stored in any particular commercial storage facility or warehouse does not in the aggregate exceed 15% of the total Eligible Heating Oil and Other Fuel Inventory;



(h) such Inventory has not been delivered to a customer of
such Loan Party (regardless of whether such delivery is on a consignment basis) and has not been returned by any customer; and



(i) in the case of any Inventory consisting of any petroleum derivative products other than home heating oil, such Inventory does not
exceed 10% of the total Eligible Heating Oil and Other Fuel Inventory.



Eligible Machinery and Equipment means, at any time, the Machinery and Equipment (other than Vehicles) of a Loan Party then used or useful in such Loan Partys business, which the Agent determines in its Permitted
Discretion is eligible as the basis for Credit Extensions hereunder and as to which all of the following requirements have been fulfilled to the reasonable satisfaction of the Agent:



(a) such Machinery and Equipment (i) is owned by such Loan Party, (ii) is subject to a first priority
perfected Lien in favor of the Agent and (iii) is subject to no other Lien whatsoever other than a Permitted Lien which does not have priority over the Lien in favor of the Agent;



(b) the full purchase price for such Machinery and Equipment has been paid by such Loan Party;



(c) such Machinery and Equipment is located on premises
(i) owned by such Loan Party, which premises are subject to a first priority perfected Lien in favor of the Agent and to no other Lien whatsoever other than a Permitted Lien which does not have priority over the Lien in favor of the Agent or (ii)
leased by such Loan Party with respect to which the Agent has received waiver, consent and agreement in form and substance satisfactory to the Agent;



(d) such Machinery and Equipment is in reasonable repair and working order and is used or held for use by such Loan Party in the ordinary
course of business of such Loan Party;



(e)
such Machinery and Equipment is not subject to any agreement which materially restricts the ability of the Loan Parties to use, sell, transport or dispose of such Machinery and Equipment or which materially restricts the Agents ability to take
possession of, sell or otherwise dispose of such Machinery and Equipment; and



(f) such Machinery and Equipment does not constitute fixtures under the applicable laws of the jurisdiction in which such Machinery and Equipment is located;



12



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provided, however, that with respect to any item of Machinery or Equipment which is subject to a
Permitted Lien and which satisfies each of the eligibility criteria set forth above, only that portion of such item which is in excess of the amount secured by such Permitted Lien shall be deemed to constitute Eligible Machinery and Equipment.



Eligible Other Inventory means, at any
time, the Inventory of a Loan Party consisting of furnaces, boilers and other heating components and replacement parts, air conditioner and air conditioning components, water purifying equipment and parts, and other related equipment and parts held
for resale in the ordinary course of business, but excluding Eligible Heating Oil and Other Fuel Inventory, which the Agent determines in its Permitted Discretion is eligible as the basis for Credit Extensions hereunder. Without limiting the
Agents discretion provided herein, Eligible Other Inventory shall not include any Inventory:



(a) which is not subject to a first priority perfected Lien in favor of the Agent;



(b) which is subject to any Lien other than (i) a Lien in
favor of the Agent and (ii) a Permitted Lien which does not have priority over the Lien in favor of the Agent;



(c) which is, in the Agents Permitted Discretion, slow moving, obsolete, unmerchantable, defective, unfit for sale, not salable at
prices approximating at least the cost of such Inventory in the ordinary course of business or unacceptable due to age, type, category and/or quantity;



(d) with respect to which any covenant, representation, or warranty contained in this Agreement or the Security Agreement has been
breached or is not true;



(e) which does not
conform to all standards imposed by any Governmental Authority;



(f) which is not located in the U.S. or is in transit with a common carrier from vendors and suppliers;



(g) which is located in any location leased by such Loan Party unless (i) the lessor has delivered to the Agent a Collateral Access
Agreement or (ii) a Reserve for rent, charges, and other amounts due or to become due with respect to such facility has been established by the Agent in its Permitted Discretion;



(h) which is located in any third party warehouse or is in the possession of a bailee and is not evidenced
by a Document, unless (i) such warehouseman or bailee has delivered to the Agent a Collateral Access Agreement and such other documentation as the Agent may require or (ii) an appropriate Reserve has been established by the Agent in its Permitted
Discretion;



(i) which is the subject of a
consignment by such Loan Party as consignor;



(j) which is perishable;



(k) which
contains or bears any Intellectual Property Rights licensed to such Loan Party unless the Agent is satisfied in its Permitted Discretion that it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii)
violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement;



13



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(l) which is not reflected in a current inventory report of such Loan Party; or



(m) which the Agent otherwise determines in
its Permitted Discretion is unacceptable for any reason whatsoever.



Eligible Real Property means, at any time, any parcel of Material Real Property of any Loan Party as to which each of the following conditions has been satisfied at such time:



(a) (i) a Lien on such parcel of Material Real Property
shall have been granted by a Loan Party in favor of the Agent pursuant to a Mortgage, (ii) such Mortgage shall be in full force and effect in favor of the Agent at such time, (iii) such Mortgage shall have been recorded in the appropriate
jurisdiction or jurisdictions to perfect the Lien granted pursuant to such Mortgage and (iv) all applicable mortgage recording taxes shall have been paid, providedthat such Mortgage need not have been so recorded (and any such
mortgage recording taxes need not have been so paid) if an effective title insurance policy (naming the Agent as the insured thereunder) shall have been issued that otherwise complies with the requirements of clause (c) (i) or (ii) of this
definition and that provides gap coverage insuring against any exceptions that may arise prior to the actual recording of such Mortgage (and the payment of any such recording taxes);



(b) no later than the Post-Closing Date, the Agent and the
title insurance company issuing the policy referred to in clause (c) of this definition shall have received maps or plats of an as-built survey of the sites of the Material Real Property covered by such Mortgage certified to the Agent and such title
insurance company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Agent and such title insurance company, by an independent professional licensed land surveyor reasonably satisfactory to the Agent and such
title insurance company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title
Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the
buildings, structures and other improvements and the established building setback lines (where setback information is readily obtainable); (B) the lines of streets abutting such sites and the width thereof; (C) all access and other easements
appurtenant to such sites or necessary to use such sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting such sites, whether recorded, apparent from a physical inspection
of such sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on such sites; and (F) if such sites are described as being on a filed map, a legend or other information
relating the survey to said map;



(c) the
Agent shall have received in respect of such parcel of Material Real Property (i) a mortgagees title policy (or policies) or marked-up unconditional binder (or binders) for such insurance dated a date reasonably satisfactory to the Agent. Each
such policy shall (A) be in an amount not less than the Mortgage Value (as of the date such parcel of Material Real Property becomes a parcel of Eligible Real Property) of such parcel of Material Real Property, (B) be issued at ordinary rates, (C)
insure that the Mortgage insured thereby creates a valid first Lien on such parcel of Material Real Property free and clear of all defects and encumbrances, except such as may be approved by the Agent (in its Permitted Discretion) and Permitted
Mortgage Liens, (D)



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name the Agent for the benefit of the Lenders as the insured thereunder, (E) be in the form of ALTA Loan Policy - 1992 (or such local equivalent thereof as
is reasonably satisfactory to the Agent), (F) contain a comprehensive lenders endorsement and (G) be issued by Chicago Title Insurance Company, First American Title Insurance Company, Lawyers Title Insurance Corporation or any other title
company reasonably satisfactory to the Agent (including any such title companies acting as co-insurers or reinsurers) or (ii) in the case of any such parcel of Material Real Property subject to a Mortgage pursuant to the Prior Agreements as of the
Effective Date, a date-down endorsement to the mortgagees title policy issued by Lawyers Title Insurance Corporation in connection with the Prior Agreements on the same terms and conditions as such title policy was initially issued. The Agent
shall have received (x) evidence satisfactory to it (in its Permitted Discretion) that all premiums in respect of each such policy or endorsement, as the case may be, have been paid and (y) a copy of all documents referred to, or listed as
exceptions to title, in such title policy (or policies);



(d) the Agent shall have received a Final Appraisal with respect to such parcel of Material Real Property;



(e) with respect to any such parcel of Material Real Property upon which a Mortgage is granted, a summary Phase I environmental report
with respect to such parcel of Material Real Property, dated a date not more than six months prior to the date of delivery of the related Mortgage and in form and substance reasonably satisfactory to the Agent shall have been delivered to the Agent,
accompanied by a reliance letter in favor of the Agent and the Lenders in form and substance reasonably satisfactory to the Agent; and



(f) if such parcel of Material Real Property is subject to a ground lease in favor of any Loan Party as lessee, no consent shall be
required under such ground lease to mortgage or foreclose upon such parcel of Material Real Property (or such consent shall have been obtained).



If a parcel of Material Real Property of the type described in clause (a)(i)(B) of this definition becomes a parcel of Eligible Real Property and is
thereafter subsequently developed such that such parcel of Material Real Property satisfies the requirements of clause (a)(i)(A) of this definition, the Borrower Representative may, at its option, deliver a notice to the Agent to the effect that the
Borrower Representative wishes to cause such parcel of Material Real Property to satisfy the requirements of this definition as if (x) such parcel of Material Real Property became a parcel of Material Real Property as of the date of such notice, (y)
such parcel of Material Real Property was not then a parcel of Eligible Real Property and (z) if applicable, such parcel of Material Real Property was not subject to a Mortgage as of the Effective Date. Upon delivery of any such notice, the Agent
shall commission a new Final Appraisal with respect to such parcel of Material Real Property. Upon satisfaction of the conditions set forth in this definition following such date with respect to such parcel of Material Real Property (other than the
condition set forth in clause (e) above and, in satisfaction of clause (c) above, the Borrower Representative may provide a reasonably satisfactory endorsement to any previously delivered mortgagees title policy or binder on the same
conditions as such policy or binder and otherwise satisfying the requirements of such clause as to title insurance), such parcel of Material Real Property shall, without duplication, be deemed to become a parcel of Eligible Real Property as of the
date such conditions are satisfied and the Mortgage Value of such parcel of Eligible Real Property shall be included in the Borrowing Base effective as of the delivery of the Borrowing Base Certificate in respect of the Fiscal Month in which such
conditions are satisfied.



Eligible
Vehicles means, at any time, the Equipment of a Loan Party consisting of trucks, vans and other vehicles used to transport home heating oil, diesel fuel and other petroleum derivative products and other Inventory (other than propane and
natural gas), or are used primarily in connection with the



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provisions of service to customers, which the Agent determines in its Permitted Discretion is eligible as the basis for Credit Extensions hereunder and as to
which all of the following requirements have been fulfilled to the reasonable satisfaction of the Agent:



(a) such Equipment (i) is owned by such Loan Party, (ii) is subject to a first priority perfected Lien in favor of the Agent and (iii) is
subject to no other Lien whatsoever other than a Permitted Lien which does not have priority over the Lien in favor of the Agent;



(b) the full purchase price for such Equipment has been paid by such Loan Party;



(c) such Equipment is located on premises (i) owned by such
Loan Party, which premises are subject to a first priority perfected Lien in favor of the Agent and to no other Lien whatsoever other than a Permitted Lien which does not have priority over the Lien in favor of the Agent, (ii) leased by such Loan
Party with respect to which the Agent has received waiver, consent and agreement in form and substance satisfactory to the Agent, or (iii) is both (A) currently being tracked by the Borrower pursuant to a GPS or other similar system and (B) at
or in transit to a Borrower location, the home of the driver of such Equipment or other location pursuant to a legitimate business purpose;



(d) such Equipment is in reasonable repair and working order and is used or held for use by such Loan Party in the ordinary course of
business of such Loan Party;



(e) such
Equipment is not subject to any agreement which materially restricts the ability of the Loan Parties to use, sell, transport or dispose of such Equipment or which materially restricts the Agents ability to take possession of, sell or otherwise
dispose of such Equipment; and



(f) such
Equipment does not constitute fixtures under the applicable laws of the jurisdiction in which such Equipment is located;



provided, however, that with respect to any item of Equipment which is subject to a Permitted Lien and which satisfies each of the eligibility
criteria set forth above, only that portion of such item which is in excess of the amount secured by such Permitted Lien shall be deemed to constitute Eligible Vehicles.



Notwithstanding anything to the contrary in clause (a)(ii) of this definition, if at any time prior to the Post-Closing Date a failure to
deliver a certificate of title with the Lien of the Agent reflected thereon is the sole reason that the Lien on any item of such Equipment has not been perfected in favor of the Agent, such item of Equipment shall nonetheless constitute
Eligible Vehicles; providedthat such item of Equipment shall cease to qualify as Eligible Vehicles on the Post-Closing Date unless such item of Equipment complies on the Post-Closing Date with all criteria set
forth in clause (a)(ii) of this definition.



Environmental Laws means any and all federal, state, local and foreign statutes, laws, including without limitation common laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans,
injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (a) the protection of the environment, (b) the effect of the environment on human health, (c) emissions, discharges or
releases of Materials of Environmental Concern into the environment, or (d) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern or the clean-up or other
remediation thereof.



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Equipment has the meaning specified in the Security Agreement.



ERISA means the Employee Retirement Income Security Act of
1974, as amended from time to time, and any rule or regulation issued thereunder.



Eurodollar Advance means an Advance which, except as otherwise provided in Section 2.12, bears interest at the applicable Eurodollar Rate.



Eurodollar Base Rate means, with respect to a Eurodollar
Advance for the relevant Interest Period, the applicable British Bankers Association LIBOR rate for deposits in U.S. dollars as reported by any generally recognized financial information service as of 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, provided that, if no such British Bankers Association LIBOR rate is available to the Agent, the applicable Eurodollar Base Rate for the
relevant Interest Period shall instead be the rate determined by the Agent to be the rate at which Chase or one of its Affiliate banks offers to place deposits in U.S. dollars with first-class banks in the interbank market at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest Period, in the approximate amount of Chases relevant Eurodollar Loan and having a maturity equal to such Interest Period.



Eurodollar Loan means a Loan which, except as otherwise
provided in Section 2.12, bears interest at the applicable Eurodollar Rate.



Eurodollar Rate means, with respect to a Eurodollar Advance for the relevant Interest Period, the sum of (a) the quotient of (i) the Eurodollar Base Rate applicable to such Interest Period,
divided by (ii) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (b) the Applicable Margin.



Excess Proceeds Offer Amount means, at any time, the aggregate amount of Excess Proceeds (as
defined in the Parent Indenture) which the Parent is then required to use to offer to repurchase Parent Notes pursuant to Section 3.7(e) of the Parent Indenture as a result of the Propane Sale.



Excess Proceeds Reserve Amount means, at any time, the
lesser of (a) $131,600,000 and (b) the Excess Proceeds Offer Amount at such time.



Excluded Taxes means, in the case of each Lender or applicable Lending Installation and the Agent, taxes imposed on its overall revenue or net income, and franchise taxes (imposed in lieu of net
income taxes) imposed on it, by (a) the jurisdiction under the laws of which such Lender or the Agent is incorporated or organized or (b) the jurisdiction in which the Agents or such Lenders principal executive office or such
Lenders applicable Lending Installation is located.



Exhibit refers to an exhibit to this Agreement, unless another document is specifically referenced.



Existing Intercreditor Agreements means the Existing Petro Intercreditor Agreement and the Existing Propane Intercreditor Agreement.



Existing Letters of Credit means the
letters of credit set forth on Schedule 1.1A that have been issued prior to the Closing Date by the LC Issuers identified on Schedule 1.1A in an aggregate amount not to exceed $44,000,000.



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Existing Petro Intercreditor Agreement means the Amended and Restated Intercreditor
and Trust Agreement, dated as of December 22, 2003, among the Parent, PHI, Petro, and certain of the subsidiaries of Petro, as trustor, Wachovia Bank, National Association, as trustee, the bank lenders listed on the schedule thereto and the other
parties party thereto, as amended, supplemented or otherwise modified from time to time.



Existing Parity Debt Credit Agreement means the Parity Debt Credit Agreement, dated as of September 23, 2003, among Star Gas Propane, the lenders party thereto, Fleet National Bank, as syndication
agent, Wachovia Bank, N.A., as documentation agent, and JPMorgan Chase Bank, as administrative agent, as amended, supplemented or otherwise modified from time to time.



Existing Petro Credit Agreement means the Credit Agreement, dated as of December 22, 2003, among Petro,
the Lenders party thereto, Wachovia Bank, National Association, as administrative agent for the lenders and as an issuer of certain letters of credit, LaSalle Bank National Association, as an issuer of certain letters of credit, Fleet National Bank,
as syndication agent, and JPMorgan Chase Bank and La Salle Bank National Association, as co-documentation agents, as amended, supplemented or otherwise modified from time to time.



Existing Propane Credit Agreement means the Amended and Restated Credit Agreement, dated as of September
23, 2003, among Star Gas Propane, the lenders party thereto, Wachovia Bank, N.A., as documentation agent, Fleet National Bank, as syndication agent, and JPMorgan Chase Bank as administrative agent, as amended, supplemented or otherwise modified from
time to time.



Existing Propane Intercreditor
Agreement means the Intercreditor and Trust Agreement dated as of December 13, 1995, among Star Gas Propane, the Parent, the General Partner and certain subsidiaries of Star Gas Propane, as trustor, HSBC Bank USA (formerly known as Marine
Midland Bank), as trustee, the bank lenders named therein and the other parties party thereto, as amended, supplemented or otherwise modified from time to time.



Facility means the credit facility described in Section 2.1 hereof to be provided to the Borrower on the terms and conditions
set forth in this Agreement.



Facility LC is
defined in Section 2.1.2(a).



Facility LC
Application is defined in Section 2.1.2(c).



Facility LC Collateral Account is defined in Section 2.1.2(j).



Facility Termination Date means December 17, 2009 or any earlier date on which the Aggregate Commitment is reduced to zero or otherwise
terminated pursuant to the terms hereof.



Federal
Funds Effective Rate means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the
quotations at approximately 10:00 a.m. (Chicago time) on such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by the Agent in its Permitted Discretion.



Fee Letter is defined in Section 2.10(c).



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Final Appraisal means, with respect to any parcel of Material Real Property, a final
complete appraisal of the value of such parcel of Material Real Property, as the case may be, commissioned in connection with this Agreement and valued on an alternative use basis which in the Permitted Discretion of the Agent satisfies
all applicable requirements of FIRREA and the Uniform Standards of Professional Appraisal Practice.



Financial Contract of a Person means (a) any exchange-traded or over-the-counter futures, forward, swap or option contract or other
financial instrument with similar characteristics, or (b) any Rate Management Transaction.



FIRREA: the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.



Fiscal Month means the calendar month.



Fiscal Quarter means any of the quarterly accounting periods of the Parent, ending on December 31, March 31, June 30 and September 30
of each year.



Fiscal Year means any of the
annual accounting periods of the Parent ending on September 30 of each year.



Fixed Charge Coverage Ratio means, the ratio, determined as of the end of each Fiscal Month of the Parent for the then most-recently ended 12 Fiscal Months, of (a) Consolidated EBITDA
minus the unfinanced portion of Consolidated Capital Expenditures minus taxes paid in cash to (b) Consolidated Fixed Charges, all calculated for the Parent and its Subsidiaries on a consolidated basis.



Fixtures has the meaning specified in the Security
Agreement.



Floating Rate means, for any
day, a rate per annum equal to (a) the Alternate Base Rate for such day plus (b) the Applicable Margin, in each case changing when and as the Alternate Base Rate changes.



Floating Rate Advance means an Advance which, except as otherwise provided in Section 2.12, bears
interest at the Floating Rate.



Floating Rate
Loan means a Loan which, except as otherwise provided in Section 2.12, bears interest at the Floating Rate.



Foreign Subsidiary means any Subsidiary which is not a Domestic Subsidiary.



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



Funding Account is defined in Section 2.5.



GAAP means generally accepted accounting principles in the
United States as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements referred to in Section 5.5.



General Partner means Star Gas, LLC, a Delaware limited liability company.



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Governmental Authority means any nation or government, any state or other political
subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.



Guaranteed Obligations is defined in Section 15.1.



Guarantor means (a) the Parent, (b) Star Gas Finance Company, a Delaware corporation, (c) the General
Partner, (d) Star/Petro, Inc., (e) Petro Holdings, Inc., (f) each of the Borrowers direct and indirect Domestic Subsidiaries and (g) any other Person who becomes a Loan Party pursuant to a Joinder Agreement and their successors and assigns.



Guaranty means Article XV of this
Agreement.



Indebtedness of a Person
means such Persons (a) obligations for borrowed money, (b) obligations representing the deferred purchase price of Property or services (other than accounts payable arising in the ordinary course of such Persons business payable on terms
customary in the trade), (c) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person, (d) obligations which are evidenced by notes,
acceptances, or other instruments, (e) obligations of such Person to purchase securities or other Property arising out of or in connection with the sale of the same or substantially similar securities or Property or any other Off-Balance Sheet
Liabilities, (f) Capitalized Lease Obligations, (g) Contingent Obligations for which the underlying transaction constitutes Indebtedness under this definition, (h) the maximum available stated amount of all letters of credit or bankers
acceptances created for the account of such Person and, without duplication, all reimbursement obligations with respect to letters of credit, (i) Net Mark-to-Market Exposure under all Rate Management Transactions, (j) obligations of such
Person under any Sale and Leaseback Transaction, (k) obligations under any liquidated earn-out and (l) any other obligation for borrowed money or other financial accommodation which in accordance with GAAP would be shown as a liability on the
consolidated balance sheet of such Person.



Intellectual Property Rights means, with respect to any Person, all of such Persons Patents, Copyrights, Trademarks, and Licenses, all other rights under any of the foregoing, all extensions, renewals, reissues,
divisions, continuations and continuations-in-part of any of the foregoing, and all rights to sue for past, present, and future infringement of any of the foregoing.



Intercompany Notes is defined in Section 6.17(e).



Interest Period means, with respect to a Eurodollar
Advance, a period of one, two, three or six months commencing on a Business Day selected by the Borrower Representative pursuant to this Agreement. Such Interest Period shall end on the day which corresponds numerically to such date one, two, three
or six months thereafter, provided however,that if there is no such numerically corresponding day in such next, second, third or sixth succeeding month, such Interest Period shall end on the last Business Day of such next, second, third or
sixth succeeding month. If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided however,that if said next succeeding Business Day falls in a
new calendar month, such Interest Period shall end on the immediately preceding Business Day.



Inventory has the meaning specified in the Security Agreement.



Investment of a Person means any (a) loan, advance, extension of credit (other than accounts receivable
arising in the ordinary course of business on terms customary in the trade) or contribution of capital by such Person, (b) stocks, bonds, mutual funds, partnership interests, notes, debentures, securities



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or other Capital Stock owned by such Person, (c) any deposit accounts and certificate of deposit owned by such Person, and (d) structured notes, derivative
financial instruments and other similar instruments or contracts owned by such Person; provided that any Rate Management Transaction entered into in compliance with Section 6.17(i) shall not constitute an Investment.



Joinder Agreement is defined in Section 6.15(a).



LC Fee is defined in Section
2.10(b).



LC Issuer means each of (a)
Chase (or any subsidiary or Affiliate of Chase designated by Chase), (b) LaSalle Bank National Association and (c) Wachovia Bank, National Association, in each case in its capacity as an issuer of Facility LCs hereunder.



LC Obligations means, at any time, the sum, without
duplication, of (a) the aggregate undrawn stated amount under all Facility LCs outstanding at such time plus (b) the aggregate unpaid amount at such time of all Reimbursement Obligations.



LC Payment Date is defined in Section 2.1.2(d).



Lenders means the lending institutions
listed on the signature pages of this Agreement and their respective successors and assigns.



Lending Installation means, with respect to a Lender, the LC Issuer or the Agent, the office, branch, subsidiary or Affiliate of such Lender, LC Issuer or the Agent listed on the signature pages
hereof or on a Schedule or otherwise selected by such Lender, the LC Issuer or the Agent pursuant to Section 2.22.



Letter of Credit of a Person means a letter of credit or similar instrument which is issued upon the application of such Person or upon
which such Person is an account party or for which such Person is in any way liable.



Licenses shall have the meaning given to such term in the Security Agreement.



Lien means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).



Loan Documents means this Agreement, any
Notes, the Facility LC Applications, the Collateral Documents, the Guaranty and all other agreements, instruments, documents and certificates identified in Section 4.1 executed and delivered to, or in favor of, Agent or any Lenders and
including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of
any Loan Party, and delivered to the Agent or any Lender in connection with the Agreement or the transactions contemplated thereby, but shall not include agreements in connection with Rate Management Transactions. Any reference in the Agreement or
any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to the Agreement or such Loan Document as the same
may be in effect at any and all times such reference becomes operative.



Loan Parties means the Parent, the Borrower and the Guarantors.



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Loans means, with respect to a Lender, such Lenders loans made pursuant to
Article II (or any conversion or continuation thereof), including Non-Ratable Loans, Overadvances and Protective Advances.



Machinery has the meaning specified in the Security Agreement.



Material Adverse Effect means a material adverse effect on (a) the business, operations, Property,
condition (financial or otherwise) or prospects of the Parent and its Subsidiaries taken as a whole or (b) the validity or enforceability of any of the Loan Documents or the rights and remedies of the Agent, the LC Issuer and the Lenders thereunder.



Material Indebtedness means Indebtedness in
an outstanding principal amount of $1,000,000 or more in the aggregate (or the equivalent thereof in any currency other than U.S. dollars).



Material Indebtedness Agreement means any agreement under which any Material Indebtedness was created or is governed or which provides
for the incurrence of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material Indebtedness is outstanding thereunder).



Material Real Property means real property not subject to
a mortgage, deed of trust or other similar instrument (other than pursuant hereto) that (i) is owned in fee by any Loan Party and is not subject to a ground lease in favor of any other Person as lessee, (ii) is located in the United States and (iii)
(A) has been developed with a facility used of useful in the business of the Loan Parties with respect to which a certificate of occupancy or temporary certificate of occupancy or the local equivalent thereof (or any other similar proof of
completion) shall have been issued by the relevant Governmental Authority or (B) is undeveloped and has a book value (excluding soft costs) of at least $100,000.



Materials of Environmental Concern means (a) any and all hazardous substances, hazardous materials or
toxic substances as defined in the Clean Air Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act of 1976, as amended, and the Hazardous Materials
Transportation Act and the regulations promulgated thereunder, (b) any substance or materials listed as hazardous or toxic in the United States Department of Transportation Table, by the Environmental Protection Agency or any successor agency or
under any applicable Federal, state, local or foreign laws or regulations, (c) any asbestos, poly-chlorinated biphenyls, urea formaldehyde foam, explosives or radioactive waste, (d) any gasoline or petroleum (including crude oil or any fraction
thereof) or petroleum products, or (e) any other chemical, material or substance which is not classified as hazardous or toxic but exposure to which is prohibited, limited or regulated by any applicable Federal, state, local or foreign authority or
other governmental authority having jurisdiction over the Mortgaged Property, including, without limitation, propane and any related petroleum products or by-products.



Modify and Modification are defined in Section 2.1.2(a).



Monthly Reports is defined in Section 4.1(m).



Moodys means Moodys Investors
Service, Inc.



Mortgage Value means, with
respect to any parcel of Eligible Real Property, the lesser of (a) the maximum stated amount secured by the Lien on such parcel of Eligible Real Property granted in favor of the applicable secured mortgagee pursuant to the relevant Mortgage and (b)
the value of such parcel of Eligible Real Property set forth in the Final Appraisal delivered with respect thereto, provided that, if a



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Final Appraisal was not delivered with respect to any parcel of Eligible Real Property as of the Effective Date, then upon delivery of such Final Appraisal
(i) the value of such parcel of Eligible Real Property for purposes of clause (b) above shall be the value of such parcel of Eligible Real Property set forth in such Final Appraisal so long as the amount of the title insurance described in clause
(c) of the definition of Eligible Real Property is at least equal to such value, and (ii) the Borrowing Base shall be adjusted to reflect such value effective as of the delivery of the Borrowing Base Certificate in respect of the Fiscal Month in
which such Final Appraisal is delivered to the Agent.



Mortgages means any mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Agent, for the benefit of the Agent and the Lenders, on real Property of a Loan Party, including any
amendment, modification or supplement thereto.



Multiemployer Plan means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Parent or any member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.



Net Cash
Proceeds means, if in connection with (a) an asset disposition, cash proceeds net of (i) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by such Loan
Party in connection therewith (in each case, paid to non-Affiliates), (ii) transfer taxes, (iii) amounts payable to holders of senior Liens on such asset (to the extent such Liens constitute Permitted Liens hereunder), if any, and (iv) an
appropriate reserve for income taxes in accordance with GAAP established in connection therewith, (b) the issuance or incurrence of Indebtedness, cash proceeds net of attorneys fees, investment banking fees, accountants fees,
underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith or, (c) an equity issuance, cash proceeds net of underwriting discounts and commissions and other reasonable costs paid to
non-Affiliates in connection therewith.



Net
Mark-to-Market Exposure of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from Rate Management Transactions. As used in this definition,
unrealized losses means the fair market value of the cost to such Person of replacing such Rate Management Transaction as of the date of determination (assuming the Rate Management Transaction were to be terminated as of that date), and
unrealized profits means the fair market value of the gain to such Person of replacing such Rate Management Transaction as of the date of determination (assuming such Rate Management Transaction were to be terminated as of that date).



Non-Ratable Loan and Non-Ratable
Loans are defined in Section 2.1.3.



Non-U.S. Lender is defined in Section 3.5(d).



Note is defined in Section 2.21(d).



Obligations means collectively, all unpaid principal of and accrued and unpaid interest on the Loans, all LC Obligations, all accrued and unpaid fees and all expenses, reimbursements, indemnities
and other obligations of the Loan Parties to the Lenders or to any Lender, the Agent, the LC Issuer or any indemnified party arising under the Loan Documents.



Off-Balance Sheet Liability of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or
notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any Sale and Leaseback Transaction which is not a Capitalized Lease, (c) any indebtedness, liability or obligation under any so-called synthetic
lease transaction entered into by such



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Person, or (d) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the
place of borrowing but which does not constitute a liability on the balance sheets of such Person, but excluding from this clause (d) Operating Leases.



Operating Lease of a Person means any lease of Property (other than a Capitalized Lease) by such Person as lessee which has an original
term (including any required renewals and any renewals effective at the option of the lessor) of one year or more.



Operating Lease Obligations means, as at any date of determination, the amount obtained by aggregating the present values, determined
in the case of each particular Operating Lease by applying a discount rate (which discount rate shall equal the discount rate which would be applied under GAAP if such Operating Lease were a Capitalized Lease) from the date on which each fixed lease
payment is due under such Operating Lease to such date of determination, of all fixed lease payments due under all Operating Leases of the Parent and its Subsidiaries.



Orderly Liquidation Value means, with respect to Inventory, Equipment or Machinery of any Person, the
orderly liquidation value thereof as determined in a manner acceptable to the Agent (in its Permitted Discretion) by an appraiser reasonably acceptable to the Agent.



Other Taxes is defined in Section 3.5(b).



Overadvances has the meaning specified in Section
2.1.4(b).



Parent means Star Gas
Partners, L.P., a Delaware limited partnership.



Parent Indenture means the Indenture, dated as of February 6, 2003, among the Parent, Star Gas Finance Company and Union Bank of California, N.A., as trustee, as amended, supplemented or otherwise modified from time to
time.



Parent Indenture Fixed Charge Coverage
Ratio means the Consolidated Fixed Charge Coverage Ratio as defined in and calculated pursuant to the Parent Indenture, as amended, supplemented or otherwise modified from time to time.



Parent Notes means the 101/4% Senior Notes due 2013 issued pursuant to the Parent Indenture.



Parent Subordinated Debt is defined in Section 6.32.



Participants is defined in Section
12.2(a).



Patents shall have the meaning
given to such term in the Security Agreement.



Payment
Date means (a) with respect to interest payments due on any Floating Rate Loan, the first day of each calendar month and the Facility Termination Date, (b) with respect to interest payments due on any Eurodollar Loan, (i) the last day of
the applicable Interest Period, (ii) in the case of any Interest Period in excess of three months, the day which is three months after the first day of such Interest Period and (iii) the date on which such Eurodollar Loan is prepaid, whether by
acceleration or otherwise, and the Facility Termination Date, and (c) with respect to any payment of LC Fees or Unused Commitment Fees, the first day of each Fiscal Quarter and the Facility Termination Date.



PBGC means the Pension Benefit Guaranty Corporation, or
any successor thereto.



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Permitted Acquisition means any Acquisition by any Loan Party in a transaction that
satisfies each of the following requirements:



(a) such Acquisition is not a hostile or contested acquisition and is consummated no earlier than the date that is 6 months after the Closing Date;



(b) the business acquired in connection with such Acquisition is (i) located in the U.S., (ii) organized under U.S. and applicable state
laws, and (iii) except for assets not constituting more than 5% of the assets acquired in such Acquisition, not engaged, directly or indirectly, in any line of business other than the businesses in which the Loan Parties are engaged on the Closing
Date and any business activities that are substantially similar, related, or incidental thereto;



(c) both before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, each of
the representations and warranties in the Loan Documents is true and correct (except (i) any such representation or warranty which relates to a specified prior date and (ii) to the extent the Agent and the Lenders have been notified in writing by
the Loan Parties that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty) and no Default or Unmatured Default exists, will exist, or would result
therefrom;



(d) if the total number of
Acquisitions in any Fiscal Year is greater than ten or if the consideration for such Acquisition is greater than $3,000,000, as soon as available, but not less than ten days prior to such Acquisition, the Borrower Representative has provided the
Lenders (i) notice of such Acquisition and (ii) a copy of all business and financial information reasonably requested by the Agent, including pro forma historical and projected financial information and cash flow and Availability
calculations provided in a manner reasonably acceptable to the Agent;



(e) if the Accounts and Inventory acquired in connection with such Acquisition are proposed to be included in the determination of the Borrowing Base, the Agent shall have conducted an audit and field examination of
such Accounts and Inventory to its reasonable satisfaction;



(f) (i) the purchase price of such Acquisition does not exceed $10,000,000, and (ii) the purchase price for all Acquisitions made during any Fiscal Year of the Borrower does not exceed $25,000,000 in the aggregate;



(g) if such Acquisition is an acquisition of
the Capital Stock of a Person, the Acquisition is structured so that the acquired Person shall become a Wholly-Owned Subsidiary of the Borrower and, in accordance with Section 6.15(a), a Loan Party pursuant to the terms of this Agreement;



(h) if such Acquisition is an acquisition of
assets, the Acquisition is structured so that the Borrower or a Guarantor shall acquire such assets;



(i) if such Acquisition is an acquisition of Capital Stock, such Acquisition will not result in any violation of Regulation U;



(j) no Loan Party shall, as a result of or in connection
with any such Acquisition, assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation, or other matters) that could have a Material Adverse Effect;



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(k) in connection with an Acquisition of the Capital Stock of any Person, all Liens on
property of such Person shall be terminated unless the Agent in its Permitted Discretion consents otherwise, and in connection with an Acquisition of the assets of any Person, all Liens on such assets shall be terminated;



(l) the Parent Indenture Fixed Charge Coverage Ratio,
determined on a pro forma basis for such Acquisition in accordance with the Parent Indenture, shall be greater than 1.75 to 1.00 for the most recently completed 12-month period;



(m) the Borrower Representative shall certify (and provide
the Agent with a pro forma calculation in form and substance reasonably satisfactory to the Agent), on its behalf and on behalf of the Borrower, to the Agent and the Lenders that, after giving effect to the completion of such
Acquisition, Availability was not less than $40,000,000 (plus, to the extent such Acquisition is being consummated on or prior to the first anniversary of the date of consummation of the Propane Sale, the Excess Proceeds Reserve Amount at such time)
for any period of three consecutive days during the 12-month period ending on the date on which such Acquisition was consummated (it being understood and agreed that the Excess Proceeds Reserve Amount shall only be included, if applicable, until the
date which is on or prior to the first anniversary of the date of consummation of the Propane Sale), in each case on a pro forma basis which includes all consideration given in connection with such Acquisition, other than Capital Stock
of the Borrower delivered to the seller(s) in such Acquisition, as having been paid in cash at the time of making such Acquisition; and



(n) no Default exists or would result therefrom.



Permitted Discretion means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured
asset-based lender) business judgment.



Permitted
Liens is defined in Section 6.21.



Permitted Mortgage Liens means the collective reference to Liens described in Section 6.21(iii) and (v).



Person means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise,
trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.



Petro has the meaning specified in the preamble hereto.



PHI means Petro Holdings, Inc., a Minnesota corporation.



Plan means an employee pension benefit plan which is
covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which a Loan Party or any member of the Controlled Group may have any liability.



Post-Closing Date means the date that is 60 days after the
Closing Date.



Preliminary Appraisal means,
with respect to any parcel of Material Real Property, as of the Effective Date, a preliminary appraisal in summary form of the value of such parcel of Material Real Property, as the case may be, commissioned in connection with this Agreement and
valued on an alternative use basis which in the Permitted Discretion of the Agent satisfies all applicable requirements of FIRREA and the Uniform Standards of Professional Appraisal Practice.



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Prime Rate means a rate per annum equal to the prime rate of interest announced from
time to time by Chase or its parent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.



Prior Agreements is defined in Section 4.1(j).



Projections is defined in Section 6.1(d).



Propane Sale means the sale of all of the propane business
of Star Gas Propane and Stellar pursuant to the terms of the Propane Sale Agreement.



Propane Sale Agreement means the Interest Purchase Agreement, dated as of November 18, 2004, among the Parent, the General Partner, Inergy Propane, LLC and Inergy, L.P.



Propane Sale Proceeds Debt is defined in Section 6.19(c).



Property of a Person means any and all
property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.



Pro Rata Share means, with respect to any Lender, (a) with respect to Revolving Loans, LC Obligations, Non-Ratable Loans or
Overadvances, a portion equal to a fraction the numerator of which is such Lenders Commitment and the denominator of which is the Aggregate Commitment of all Lenders, (b) with respect to Protective Advances or with respect to all Credit
Extensions in the aggregate prior to the Facility Termination Date, a portion equal to a fraction the numerator of which is such Lenders Commitment and the denominator of which is the Aggregate Commitment of all Lenders, and (c) with respect
to Protective Advances or with respect to all Credit Extensions in the aggregate after the Facility Termination Date, a portion equal to a fraction the numerator of which is such Lenders Credit Exposure and the denominator of which is the
Aggregate Credit Exposure of all Lenders.



Protective
Advances is defined in Section 2.1.4(a).



Purchasers is defined in Section 12.3(a).



Rate Management Obligations of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including
all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Rate Management Transactions, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Rate Management
Transactions.



Rate Management Transaction
means any transaction (including any Commodity Hedging Agreement and any other agreement with respect thereto) now existing or hereafter entered by any Loan Party which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies,
commodity prices, equity prices or other financial measures.



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Regulation D means Regulation D of the Board of Governors of the Federal Reserve
System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.



Regulation U means Regulation U of the Board of Governors
of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin
stocks applicable to member banks of the Federal Reserve System.



Reimbursement Obligations means, at any time, the aggregate of all obligations of the Borrower then outstanding under Section 2.1.2 to reimburse the LC Issuer for amounts paid by the LC Issuer in respect of any one
or more drawings under Facility LCs.



Reinvestment
Deferred Amount means with respect to any asset disposition, the aggregate Net Cash Proceeds received in connection therewith that are not applied to prepay the Obligations pursuant to Section 2.15(b)(i) as a result of the delivery of a
Reinvestment Notice.



Reinvestment Notice
means a written notice executed by the Borrower Representative stating that no Default or Unmatured Default has occurred and is continuing and that a Loan Party intends and expects to use all or a specified portion of the Net Cash Proceeds of an
asset disposition to consummate a Permitted Acquisition and/or acquire assets useful in its business.



Reinvestment Prepayment Amount means with respect to any asset disposition, the Reinvestment Deferred Amount relating thereto less any
amount expended prior to the relevant Reinvestment Prepayment Date to consummate Permitted Acquisitions and/or acquire assets useful in the Borrowers business.



Reinvestment Prepayment Date means with respect to any asset disposition, the earlier of (a) the date
occurring twelve months after such asset disposition and (b) the date on which a Loan Party shall have determined not to, or shall have otherwise ceased to, consummate Permitted Acquisitions and/or acquire assets useful in its business with all or
any portion of the relevant Reinvestment Deferred Amount.



Rentals of a Person means the aggregate fixed amounts payable by such Person under any Operating Lease.



Reportable Event means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with
respect to a Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty days of the occurrence of such event, provided however,that a
failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of
ERISA or Section 412(d) of the Code.



Reports means reports prepared by Chase or another Person showing the results of appraisals, field examinations or audits pertaining to the Borrowers assets from information furnished by or on behalf of the
Borrower, after Chase has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by Chase.



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Required Lenders means Lenders in the aggregate having at least a majority of the
Aggregate Commitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding at least a majority of the Aggregate Credit Exposure.



Reserve Requirement means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic,
supplemental, marginal and other reserves) which is imposed under Regulation D on Eurocurrency liabilities.



Reserves means any and all reserves which the Agent deems necessary, in its Permitted Discretion, to maintain (including, without
limitation, reserves for accrued and unpaid interest on the Secured Obligations, reserves for rent and usage fees at storage depots and other locations leased by any Loan Party and for consignees, warehousemens and bailees charges,
reserves for dilution of Accounts, reserves for Inventory shrinkage, reserves for customs charges and shipping charges related to any Inventory in transit, reserves for contingent liabilities of any Loan Party, reserves for uninsured losses of any
Loan Party, reserves for through-put fees and reserves for taxes, fees, assessments, and other governmental charges) with respect to the Collateral or any Loan Party.



Revolving Loans means the revolving loans extended by the Lenders to the Borrower pursuant to Section
2.1.1 hereof.



S&P means Standard
and Poors Ratings Services, a division of The McGraw Hill Companies, Inc.



Sale and Leaseback Transaction means any sale or other transfer of Property by any Person with the intent to lease such Property as lessee.



Schedule refers to a specific schedule to this Agreement,
unless another document is specifically referenced.



Section means a numbered section of this Agreement, unless another document is specifically referenced.



Secured Obligations means, collectively, (a) the Obligations and (b) all obligations of the Loan Parties in respect of any Commodity
Hedging Agreements owing to one or more Lenders or any of their respective Affiliates.



Security Agreement means that certain Pledge and Security Agreement, dated as of the date hereof, between the Loan Parties and the Agent, for the benefit of the Agent and the Lenders, and any other
pledge or security agreement entered into, after the Closing Date by any other Loan Party (as required by this Agreement or any other Loan Document), or any other Person, as the same may be amended, restated or otherwise modified from time to time.



Sevin Group shall mean the Estate of Malvin
P. Sevin and trusts created thereunder, Audrey L. Sevin and Irik P. Sevin and any trust over which any one or more of such Persons have sole voting power.



Single Employer Plan means a Plan maintained by the Parent or any member of the Controlled Group for employees of the Parent or any
member of the Controlled Group.



Star Gas
Propane means Star Gas Propane, L.P., a Delaware limited partnership.



Stellar means Stellar Propane Service Corp., a New York corporation.



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Subordinated Indebtedness of a Person means any Indebtedness of such Person the
payment of which is subordinated to payment of the Secured Obligations to the written satisfaction of the Agent in its Permitted Discretion.



Subsidiary of a Person means, any corporation, partnership, limited liability company, association, joint venture or similar business
organization more than 50% of the outstanding Capital Stock having ordinary voting power of which shall at the time be owned or controlled by such Person. Unless otherwise expressly provided, all references herein to a Subsidiary shall
mean a Subsidiary of the Borrower.



Substantial
Portion means Property which represents more than 10% of the consolidated assets of the Parent and its Subsidiaries or property which is responsible for more than 10% of the consolidated net sales or of the Consolidated EBITDA of the
Parent and its Subsidiaries, in each case, as would be shown in the consolidated financial statements of the Parent and its Subsidiaries as at the beginning of the twelve-month period ending with the month in which such determination is made (or if
financial statements have not been delivered hereunder for that month which begins the twelve-month period, then the financial statements delivered hereunder for the quarter ending immediately prior to that month).



Supporting Letter of Credit is defined in Section
2.1.2(l).



Taxes means any and all
present or future taxes, duties, levies, imposts, deductions, charges or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and any and all liabilities with respect to the foregoing, but
excluding Excluded Taxes and Other Taxes.



Trademarks shall have the meaning given to such term in the Security Agreement.



Transferee is defined in Section 12.4.



Type means, with respect to any Advance, its nature as a Floating Rate Advance or a Eurodollar Advance and with respect to any Loan,
its nature as a Floating Rate Loan or a Eurodollar Loan.



UCC means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the issue of perfection of security
interests.



Unfunded Liability means
the amount (if any) by which the present value of all vested and unvested accrued benefits under a Single Employer Plan exceeds the fair market value of the Plans assets allocable to such benefits, all determined as of the most recent
valuation date for the Plan using PBGC actuarial assumptions for single employer plan termination; provided, that in no event shall the interest rate used in calculating the benefit liabilities be greater than for purposes of calculating
RPA 94 current liability under Section 412 of the Code and reporting on Schedule B to the most recent Form 5500, plus 1.00%.



Unliquidated Secured Obligations means, at any time, any Secured Obligations (or portion thereof) that is contingent in nature or
unliquidated at such time, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in
nature at such time; or (iii) an obligation to provide collateral to secure any of the foregoing types of obligations.



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Unmatured Default means an event which but for the lapse of time or the giving of
notice, or both, would constitute a Default.



Unused
Commitment Fee is defined in Section 2.10(a).



U.S. means the United States of America.



Wholly-Owned Subsidiary of a Person means, any Subsidiary all of the outstanding Capital Stock of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person.



The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.



ARTICLE II



THE FACILITY



2.1. The Facility . Each Lender severally agrees, on the terms and
conditions set forth in this Agreement, to (a) make Loans to the Borrower as set forth below and (b) participate in Facility LCs issued upon the request of the Borrower, provided that, after giving effect to the making of each such Loan and
the issuance of each such Facility LC, such Lenders Credit Exposure shall not exceed its Commitment; provided further,that the Aggregate Credit Exposure shall not exceed the Aggregate Commitment. The LC Issuer will issue Facility LCs
hereunder on the terms and conditions set forth in Section 2.1.2. The Facility shall be composed of Revolving Loans, Non-Ratable Loans, Protective Advances, Overadvances and Facility LCs as set forth below:



2.1.1. Revolving Loans.



(a) Amount. From and including the Effective Date and
prior to the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make revolving loans (the Revolving Loans) to the Borrower Representative on behalf of the
applicable Borrower and participate in Facility LCs issued for the account of the Borrower as set forth in Section 2.1.2 below, in aggregate amounts not to exceed such Lenders Pro Rata Share. If any advance of a Revolving Loan or
participation in a Facility LC would exceed Availability, the Lenders will refuse to make or may otherwise restrict the making of Revolving Loans or the issuance of Facility LCs as the Required Lenders determine until such excess has been
eliminated, subject to the Agents authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.1.4. The Revolving Loans may consist of Floating Rate Advances or Eurodollar Advances,
or a combination thereof, selected by the Borrower Representative in accordance with Sections 2.1.1(b) and 2.7. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to
the Facility Termination Date. The Commitments to extend credit under this Section 2.1.1(a) shall expire on the Facility Termination Date.



(b) Borrowing Procedures. The Borrower Representative shall select the Type of Advance and, in the case of each Eurodollar Advance,
the Interest Period applicable thereto, from time to time. The Borrower Representative shall give the Agent irrevocable notice in the form of Exhibit A (a Borrowing Notice) not later than 10:00 a.m. (Chicago time) on the
Borrowing Date of each Floating Rate Advance and three Business Days before the Borrowing Date for each



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Eurodollar Advance, specifying: (1) the name of the applicable Borrower, (2) the Borrowing Date, which shall be a Business Day, of such Advance, (3) the
aggregate amount of such Advance, (4) the Type of Advance selected; provided that, if the Borrower Representative fails to specify the Type of Advance requested, such request shall be deemed a request for a Floating Rate Advance; and (5) the
duration of the Interest Period if the Type of Advance requested is a Eurodollar Advance; provided that, if the Borrower Representative fails to select the duration of the Interest Period for the requested Eurodollar Advance, the Borrower
Representative shall be deemed to have requested on behalf of the applicable Borrower that such Eurodollar Advance be made with an Interest Period of one month.



(c) The Agents Election. Promptly after receipt of a Borrowing Notice (or telephonic notice in
lieu thereof) of a requested Floating Rate Advance, the Agent shall elect in its discretion to have the terms of Section 2.1.1(d) (pro rata advance by all Lenders) or Section 2.1.3 (advance by the Agent, in the form of a Non-Ratable
Loan, on behalf of the Lenders) apply to such requested Advance.



(d) Pro Rata Advance. Unless the Agent elects to have the terms of Section 2.1.3 apply to a requested Floating Rate Advance or if a requested Advance is for a Eurodollar Advance, then promptly after
receipt of a Borrowing Notice or telephonic notice in lieu thereof as permitted by Section 2.8, the Agent shall notify the Lenders by telecopy, telephone, or e-mail of the requested Advance. Not later than noon (Chicago time) on each
Borrowing Date, each Lender shall make available its Revolving Loan in funds immediately available in Chicago to the Agent and the Agent will make the funds so received from the Lenders available to the Borrower Representative at the Funding Account
as set forth in Section 2.5.



2.1.2.
Facility LCs.



(a) Issuance. The
LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue to the Borrower standby and commercial Letters of Credit (each, and each Existing Letter of Credit, a Facility LC) and to renew, extend,
increase, decrease or otherwise modify each Facility LC (Modify, and each such action a Modification), from time to time from and including the Effective Date and prior to the Facility Termination Date upon the
request of the Borrower Representative for the account of the applicable Borrower; provided that, the maximum face amount of the Facility LC to be issued or Modified, does not exceed the lesser of (i) an amount equal to $75,000,000
minus the sum of (1) the aggregate undrawn amount of all outstanding Facility LCs at such time plus, without duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to all Facility LCs outstanding at such
time and (ii) Availability.On the Closing Date, each Existing Letter of Credit shall be deemed to be a Facility LC issued hereunder for the account of the applicable Borrower. No Facility LC (or any renewal thereof) shall have an
expiry date later than the earlier of (x) the fifth (5th) Business Day prior to the Facility Termination Date and
(y) one year after its issuance; provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (x) above).



(b) Participations. Upon the issuance
or Modification by the LC Issuer of a Facility LC in accordance with this Section 2.1.2, the LC Issuer shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender, and each Lender
shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the LC Issuer, a participation in such Facility LC (and each Modification thereof) and the related LC Obligations in proportion to
its Pro Rata Share.



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(c) Notice. Subject to Section 2.1.2(a), the Borrower Representative, on
behalf of the applicable Borrower, shall give the LC Issuer notice prior to 10:00 a.m. (Chicago time) at least three Business Days prior to the proposed date of issuance or Modification of each Facility LC, specifying the beneficiary, the proposed
date of issuance (or Modification) and the expiry date of such Facility LC, and describing the proposed terms of such Facility LC and the nature of the transactions proposed to be supported thereby. Upon receipt of such notice, the LC Issuer shall
promptly notify the Agent, and the Agent shall promptly notify each Lender, of the contents thereof and of the amount of such Lenders participation in such proposed Facility LC. The issuance or Modification by the LC Issuer of any Facility LC
shall, in addition to the conditions precedent set forth in Article IV (the satisfaction of which the LC Issuer shall have no duty to ascertain), be subject to the conditions precedent that such Facility LC shall be reasonably satisfactory to
the LC Issuer and that the applicable Borrower shall have executed and delivered such application agreement and/or such other instruments and agreements relating to such Facility LC as the LC Issuer shall have reasonably requested (each, a
Facility LC Application). In the event of any conflict between the terms of this Agreement and the terms of any Facility LC Application, the terms of this Agreement shall control.



(d) Administration; Reimbursement by Lenders. Upon
receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the LC Issuer shall notify the Agent and the Agent shall promptly notify the Borrower Representative and each other Lender as to the amount to be paid
by the LC Issuer as a result of such demand and the proposed payment date (the LC Payment Date). The responsibility of the LC Issuer to the Borrower Representative, the Borrower and each Lender shall be only to determine that the
documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. The LC Issuer shall endeavor to exercise the same care in the
issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by the LC Issuer, each Lender
shall be unconditionally and irrevocably liable without regard to the occurrence of any Default or any condition precedent whatsoever, to reimburse the LC Issuer on demand for (i) such Lenders Pro Rata Share of the amount of each payment made
by the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.1.2(e) below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day
from the date of the LC Issuers demand for such reimbursement (or, if such demand is made after 11:00 a.m. (Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by
it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three days and, thereafter, at a rate of interest equal to the rate applicable to Floating Rate Advances.



(e) Reimbursement by Borrower. The Borrower shall be
irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amounts to be paid by the LC Issuer upon any drawing under any Facility LC, without presentment, demand, protest or other
formalities of any kind; provided that, neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender to the extent, but only to the
extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuers failure to pay
under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the Borrower shall bear interest,
payable on demand, for each day until paid at a rate per annum equal to (x) the rate



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applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus the
rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in
payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section
2.1.2(d). Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.1.1(b) and the satisfaction of the applicable conditions precedent set forth
in Article IV), the Borrower Representative may request an Advance hereunder on behalf of the applicable Borrower for the purpose of satisfying any Reimbursement Obligation.



(f) Obligations Absolute. The Borrowers obligations under this Section 2.1.2 shall be
absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the LC Issuer, any Lender or any beneficiary of a Facility LC. The Borrower
further agrees with the LC Issuer and the Lenders that the LC Issuer and the Lenders shall not be responsible for, and the Borrowers Reimbursement Obligation in respect of any Facility LC shall not be affected by, among other things, the
validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrower, any of its Affiliates, the
beneficiary of any Facility LC or any financing institution or other party to whom any Facility LC may be transferred or any claims or defenses whatsoever of the Borrower or of any of its Affiliates against the beneficiary of any Facility LC or any
such transferee. The LC Issuer shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Facility LC. The Borrower agrees that any
action taken or omitted by the LC Issuer or any Lender under or in connection with each Facility LC and the related drafts and documents, if done without gross negligence or willful misconduct, shall be binding upon the Borrower and shall not put
the LC Issuer or any Lender under any liability to the Borrower. Nothing in this Section 2.1.2(f) is intended to limit the right of the Borrower to make a claim against the LC Issuer for damages as contemplated by the proviso to the first
sentence of Section 2.1.2(e).



(g)
Actions of LC Issuer. The LC Issuer shall be entitled to rely, and shall be fully protected in relying, upon any Facility LC, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document believed by it (in its Permitted Discretion) to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel,
independent accountants and other experts selected by the LC Issuer. The LC Issuer shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first have received such advice or concurrence of the Required
Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such
action. Notwithstanding any other provision of this Section 2.1.2, the LC Issuer shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Lenders, and
such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and any future holders of a participation in any Facility LC.



(h) Indemnification. The Borrower hereby agrees to indemnify and hold harmless each Lender, the LC
Issuer and the Agent, and their respective directors, officers, agents and



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employees from and against any and all claims and damages, losses, liabilities, costs or expenses which such Lender, the LC Issuer or the Agent may incur (or
which may be claimed against such Lender, the LC Issuer or the Agent by any Person whatsoever) by reason of or in connection with the issuance, execution and delivery or transfer of or payment or failure to pay under any Facility LC or any actual or
proposed use of any Facility LC, including, without limitation, any claims, damages, losses, liabilities, costs or expenses which the LC Issuer may incur by reason of or in connection with (i) the failure of any other Lender to fulfill or comply
with its obligations to the LC Issuer hereunder (but nothing herein contained shall affect any rights the Borrower may have against any Defaulting Lender) or (ii) by reason of or on account of the LC Issuer issuing any Facility LC which specifies
that the term Beneficiary included therein includes any successor by operation of law of the named Beneficiary, but which Facility LC does not require that any drawing by any such successor Beneficiary be accompanied by a copy of a legal
document, satisfactory to the LC Issuer (in its Permitted Discretion), evidencing the appointment of such successor Beneficiary; provided that, the Borrower shall not be required to indemnify any Lender, the LC Issuer or the Agent for any
claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC complied with
the terms of such Facility LC or (y) the LC Issuers failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. Nothing in this Section 2.1.2(h) is
intended to limit the obligations of the Borrower under any other provision of this Agreement.



(i) Lenders Indemnification. Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify the LC Issuer, its
Affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability
(except such as result from such indemnitees gross negligence or willful misconduct or the LC Issuers failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of the
Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.1.2 or any action taken or omitted by such indemnitees hereunder.



(j) Facility LC Collateral Account. The Borrower agrees that it will, upon the request of the Agent
or the Required Lenders and until the final expiration date of any Facility LC and thereafter as long as any amount is payable to the LC Issuer or the Lenders in respect of any Facility LC, maintain a special collateral account pursuant to
arrangements satisfactory to the Agent in its Permitted Discretion (the Facility LC Collateral Account) at the Agents office at the address specified pursuant to Article XIII, in the name of the Borrower but under the
sole dominion and control of the Agent, for the benefit of the Lenders and in which the Borrower shall have no interest other than as set forth in Section 8.1. Nothing in this Section 2.1.2(j) shall either obligate the Agent to require
the Borrower to deposit any funds in the Facility LC Collateral Account or limit the right of the Agent to release any funds held in the Facility LC Collateral Account in each case other than as required by Section 8.1. The Borrower hereby
pledges, assigns and grants to the Agent, on behalf of and for the ratable benefit of the Lenders and the LC Issuer, a security interest in all of the Borrowers right, title and interest in and to all funds which may from time to time be on
deposit in the Facility LC Collateral Account to secure the prompt and complete payment and performance of the Secured Obligations. The Agent will invest any funds on deposit from time to time in the Facility LC Collateral Account in certificates of
deposit of Chase having a maturity not exceeding thirty days.



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(k) Rights as a Lender. In its capacity as a Lender, the LC Issuer shall have the
same rights and obligations as any other Lender.



(l) Termination of the Facility. If, notwithstanding the provisions of this Section 2.1.2, any Facility LC is outstanding upon the earlier of (x) the termination of this Agreement and (y) the Facility Termination Date, then
upon such termination the Borrower shall deposit with the Agent, for the benefit of the Agent and the Lenders, with respect to all LC Obligations, as the Agent in its discretion shall specify, either (i) a standby letter of credit (a
Supporting Letter of Credit), in form and substance satisfactory to the Agent (in its Permitted Discretion), issued by an issuer satisfactory to the Agent (in its Permitted Discretion), in a stated amount equal to 105% of the
difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the
Obligations (such difference, the Collateral Shortfall Amount), under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the LC Issuer and the Lenders for payments to be made
by the Agent, the LC Issuer and the Lenders under any such Facility LC and any fees and expenses associated with such Facility LC, or (ii) cash, in immediately available funds, in an amount equal to 105% of the Collateral Shortfall Amount to be held
in the Facility LC Collateral Account. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of
such Facility LC remaining outstanding.



2.1.3. Non-Ratable
Loans. Subject to the restrictions set forth in Section 2.1.1(a), the Agent may elect to have the terms of this Section 2.1.3 apply to any requested Floating Rate Advance and Chase shall thereafter make an Advance, on behalf of the
Lenders and in the amount requested, available to the Borrower on the applicable Borrowing Date by transferring same day funds to the Funding Account. Each Advance made solely by the Agent pursuant to this Section 2.1.3 is referred to in this
Agreement as a Non-Ratable Loan, and such Advances are referred to as the Non-Ratable Loans. Each Non-Ratable Loan shall be subject to all the terms and conditions applicable to other Advances funded by the
Lenders, except that all payments thereon shall be payable to Chase solely for its own account. The aggregate amount of Non-Ratable Loans outstanding at any time shall not exceed $20,000,000. The Agent shall not make any Non-Ratable Loan if the
requested Non-Ratable Loan exceeds Availability (before giving effect to such Non-Ratable Loan). Non-Ratable Loans may be made even if a Default or Unmatured Default exists, but may not be made if the conditions precedent set forth in Section
4.2 (other than Section 4.2(a)) have not been satisfied. The Non-Ratable Loans shall be secured by the Liens granted to the Agent in and to the Collateral and shall constitute Obligations hereunder. All Non-Ratable Loans shall be Floating
Rate Advances and are subject to the settlement provisions set forth in Section 2.19.



2.1.4. Protective Advances and Overadvances.



(a) Protective Advances. Subject to the limitations set forth below, the Agent is authorized by the
Borrower and the Lenders, from time to time in the Agents sole discretion (but shall have absolutely no obligation to), to make Advances, on behalf of all Lenders, in an aggregate amount outstanding at any time that, when added to the
aggregate amount of Overadvances outstanding at such time, does not exceed 5% of the Aggregate Commitment at such time, which the Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any
portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower pursuant to the terms of this
Agreement, including costs, fees, and expenses as described in Section 9.6 (any of such Advances



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are herein referred to as Protective Advances); provided that, no Protective Advance shall cause the Aggregate Credit Exposure to
exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Agent in and to the
Collateral and shall constitute Obligations hereunder. All Protective Advances shall be Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be payable on the earlier of demand or the Facility
Termination Date. The Required Lenders may at any time revoke the Agents authorization to make Protective Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agents receipt thereof. At any
time that there is sufficient Availability and the conditions precedent set forth in Section 4.2 have been satisfied, the Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Agent may
require the Lenders to fund their risk participations described in Section 2.2.



(b) Overadvances. Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative on
behalf of the Borrower, the Agent may in its sole discretion (but shall have absolutely no obligation to), make Advances to the Borrower Representative (for the account of the Borrower), on behalf of the Lenders, in amounts that exceed Availability
(any such excess Advances are herein referred to collectively as Overadvances); provided that, (i) no such event or occurrence shall cause or constitute a waiver of the Agents or Lenders right to refuse to make
any further Overadvances, Revolving Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the Borrowers failure
to comply with Section 2.1.1(a) for so long as the Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance and (iii) the aggregate amount of Overadvances outstanding at any time, when
added to the aggregate amount of Protective Advances outstanding at such time, shall not exceed 5% of the Aggregate Commitment at such time. In addition, Overadvances may be made even if a Default or Unmatured Default exists, but may not be made if
the conditions precedent set forth in Section 4.2 have not been satisfied (other than the condition regarding Availability and other than Section 4.2(a)). All Overadvances shall constitute Floating Rate Advances, shall bear interest at
the default rate set forth in Section 2.12,shall be payable on the earlier of demand or the Facility Termination Date and are subject to the settlement provisions set forth in Section 2.19. The authority of the Agent to make
Overadvances is limited to an aggregate amount not to exceed 5% of the Borrowing Base at any time, no Overadvance may remain outstanding for more than thirty days and no Overadvance shall cause any Lenders Credit Exposure to exceed its
Commitment or the Aggregate Credit Exposure to exceed the Aggregate Commitment; provided that, the Required Lenders may at any time revoke the Agents authorization to make Overadvances. Any such revocation must be in writing and shall
become effective prospectively upon the Agents receipt thereof.



2.2. Ratable Loans; Risk Participation. Except as otherwise provided below, each Advance made in connection with a Revolving Loan shall consist of Loans made by each Lender in an amount equal to such Lenders Pro Rata Share.
Upon the making of an Advance by the Agent in connection with a Non-Ratable Loan, an Overadvance or a Protective Advance (whether before or after the occurrence of a Default or an Unmatured Default and regardless of whether the Agent has requested a
Settlement with respect to such Non-Ratable Loan, Overadvance or Protective Advance), the Agent shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender and each Lender shall be deemed,
without further action by any party hereto, to have unconditionally and irrevocably purchased from the Agent, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan, Overadvance or Protective Advance in
proportion to its Pro Rata



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Share of the Aggregate Commitment. From and after the date, if any, on which any Lender is required to fund its participation in any Non-Ratable Loan,
Overadvance or Protective Advance purchased hereunder, the Agent shall promptly distribute to such Lender, such Lenders Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of
such Loan.



2.3. Payment of the Obligations. The
Borrower shall repay the outstanding principal balance of the Loans, together with all other Obligations, including all accrued and unpaid interest thereon, on the Facility Termination Date.



2.4. Minimum Amount of Each Advance. Each Eurodollar Advance shall be
in the minimum amount of $5,000,000 and in multiples of $1,000,000 if in excess thereof. Floating Rate Advances may be in any amount.



2.5. Funding Account. The Borrower Representative shall deliver to the Agent, on the Effective Date, a notice setting forth the deposit account of
the Borrower Representative (the Funding Account) to which the Agent is authorized by the Borrower to transfer the proceeds of any Advances requested pursuant to this Agreement. The Borrower Representative may designate a
replacement Funding Account from time to time by written notice to the Agent. Any designation by the Borrower Representative of the Funding Account must be reasonably acceptable to the Agent.



2.6. Reliance Upon Authority; No Liability. The Agent is entitled to
rely conclusively on any individuals request for Advances hereunder, so long as the proceeds thereof are to be transferred to the Funding Account. The Agent shall have no duty to verify the identity of any individual representing himself or
herself as a person authorized by the Borrower to make such requests on their behalf. The Agent shall not incur any liability to the Borrower as a result of acting upon any notice referred to in Section 2.1which the Agent reasonably believes
to have been given by an officer or other person duly authorized by the Borrower to request Advances on their behalf or for otherwise acting under this Agreement. The crediting of Advances to the Funding Account shall conclusively establish the
obligation of the Borrower to repay such Advances as provided herein.



2.7. Conversion and Continuation of Outstanding Advances. Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into Eurodollar Advances pursuant to this Section
2.7 or are repaid in accordance with this Agreement. Each Eurodollar Advance shall continue as a Eurodollar Advance until the end of the then applicable Interest Period therefor, at which time such Eurodollar Advance shall be automatically
converted into a Floating Rate Advance unless (x) such Eurodollar Advance is or was repaid in accordance with this Agreement or (y) the Borrower Representative shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting
that, at the end of such Interest Period, such Eurodollar Advance continue as a Eurodollar Advance for the same or another Interest Period. Subject to the terms of Section 2.4, the Borrower Representative may elect from time to time to
convert all or any part of a Floating Rate Advance into a Eurodollar Advance on behalf of the applicable Borrower. The Borrower Representative shall give the Agent irrevocable notice in the form of Exhibit B (a
Conversion/Continuation Notice) of each conversion of a Floating Rate Advance into a Eurodollar Advance or continuation of a Eurodollar Advance not later than 10:00 a.m. (Chicago time) at least three Business Days prior to the
date of the requested conversion or continuation, specifying (i) the requested date, which shall be a Business Day, of such conversion or continuation, (ii) the aggregate amount and Type of the Advance which is to be converted or continued, and
(iii) the amount of such Advance which is to be converted into or continued as a Eurodollar Advance and the duration of the Interest Period applicable thereto.



2.8. Telephonic Notices. The Borrower hereby authorizes the Lenders and the Agent to extend, convert or continue Advances, effect selections of
Types of Advances and to transfer funds based



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on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of the Borrower Representative, it
being understood that the foregoing authorization is specifically intended to allow Borrowing Notices and Conversion/Continuation Notices to be given telephonically. The Borrower Representative agrees to deliver promptly to the Agent a written
confirmation, if such confirmation is requested by the Agent or any Lender, of each telephonic notice signed by an Authorized Officer of the Borrower Representative. If the written confirmation differs in any material respect from the action taken
by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error.



2.9. Notification of Advances, Interest Rates and Repayments. Promptly after receipt thereof, the Agent will notify each Lender of the contents of
each Borrowing Notice, Conversion/Continuation Notice, and repayment notice received by it hereunder. Promptly after notice from the LC Issuer, the Agent will notify each Lender of the contents of each request for issuance of a Facility LC hereunder
or any Modification. The Agent will notify each Lender of the interest rate applicable to each Eurodollar Advance promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Alternate Base Rate.



2.10. Fees.



(a) Unused Commitment Fee. The Borrower agrees to pay
to the Agent, for the account of each Revolving Lender in accordance with such Lenders Pro Rata Share, an unused commitment fee at a per annum rate equal to the Applicable Fee Rate on the average daily Available Commitment, such fee to be
payable in arrears on each Payment Date hereafter and on the Facility Termination Date (the Unused Commitment Fee).



(b) LC Fees. The Borrower shall pay to the Agent, for the account of the Lenders ratably in accordance with their respective Pro
Rata Shares, a letter of credit fee at a per annum rate equal to the Applicable Margin for Eurodollar Loans in effect from time to time on the average daily undrawn stated amount under each Facility LC, such fee to be payable in arrears on each
Payment Date (the LC Fee). The Borrower shall also pay to the LC Issuer for its own account (x) at the time of issuance of each Facility LC, a fronting fee of 0.125% per annum of the face amount of the Facility LC payable
quarterly in arrears, and (y) documentary and processing charges in connection with the issuance or Modification of and draws under Facility LCs in accordance with the LC Issuers standard schedule for such charges as in effect from time to
time.



(c) Agent and Arranger Fees. The
Borrower agrees to pay to the Agent and the Arranger such additional fees as are specified in the fee letter dated as of November 23, 2004, among the Agent, the Arranger and Star Gas Propane (the Fee Letter).



2.11. Interest Rates. Each Floating Rate Advance shall bear interest
on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is automatically converted from a Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.7, to but excluding the date
it is paid or is converted into a Eurodollar Advance pursuant to Section 2.7 hereof, at a rate per annum equal to the Floating Rate for such day. Changes in the rate of interest on that portion of any Advance maintained as a Floating Rate
Advance will take effect simultaneously with each change in the Alternate Base Rate. Each Eurodollar Advance shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto
to (but not including) the last day of such Interest Period at the interest rate determined by the Agent as applicable to such Eurodollar Advance based upon the Borrower Representatives selections under Sections 2.1.1 and 2.7 and
otherwise in accordance with the terms hereof. No Interest Period may end after the Facility Termination Date. If at any time Loans are outstanding with respect to which the Borrower Representative has not delivered a notice to the Agent specifying
the basis for determining the interest rate applicable thereto, those Loans shall bear interest at the Floating Rate.



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2.12.Eurodollar Advances Post Default; Default Rates. Notithstanding anything to the contrary
contained hereunder, during the continuance of a Default or Unmatured Default the Agent or the Required Lenders may, at their option, by notice to the Borrower Representative (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.3 requiring unanimous consent of the Lenders to reductions in interest rates), declare that no Advance may be made as, converted into or continued as a Eurodollar Advance. During the continuance of a
default in the payment of the principal, interest or any other amount due hereunder or under another Loan Document, the Agent or the Required Lenders may, at their option, by notice to the Borrower Representative (which notice may be revoked at the
option of the Required Lenders notwithstanding any provision of Section 8.3 requiring unanimous consent of the Lenders to reductions in interest rates), declare that (i) each Eurodollar Advance shall bear interest for the remainder of the
applicable Interest Period at the rate otherwise applicable to such Interest Period plus 2% per annum, (ii) each Floating Rate Advance shall bear interest at a rate per annum equal to the Floating Rate in effect from time to time
plus 2% per annum and (iii) the LC Fee shall be increased by 2% per annum, provided that, during the continuance of a Default under subsection (f) or (g) of Article VII, the interest rates set forth in
clauses (i) and (ii) above and the increase in the LC Fee set forth in clause (iii) above shall be applicable to all Credit Extensions without any election or action on the part of the Agent or any Lender.



2.13. Interest Payment Dates; Interest and Fee Basis . Interest
accrued on each Floating Rate Advance shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof and at maturity. Interest accrued on each Eurodollar Advance shall be payable on each Payment Date.
Interest on all Advances, Unused Commitment Fees and LC Fees shall be calculated for actual days elapsed on the basis of a 360-day year (or 365/366 days, in the case of Loans the interest rate payable on which is based on the Prime Rate). Interest
shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to noon (local time) at the place of payment. If any payment of principal of or interest on an Advance shall become
due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment. After
giving effect to any Loan, Advance, continuation, or conversion of any Eurodollar Rate Loan, there may not be more than six different Interest Periods in effect hereunder.



2.14. Voluntary Prepayments. Subject to Section 2.25, the Borrower may from time to time prepay, without penalty or
premium, all or any portion of the outstanding Floating Rate Advances. The Borrower may also from time to time prepay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all
outstanding Eurodollar Advances, or, in a minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion of the outstanding Eurodollar Advances upon three Business Days prior notice to the Agent.



2.15. Mandatory Prepayments



(a) Borrowing Base Compliance.Except for
Overadvances permitted pursuant to Section 2.1.4(b), the applicable Borrower shall immediately repay the Revolving Loans, Reimbursement Obligations and/or Non-Ratable Loans if at any time the Aggregate Credit Exposure exceeds the lesser of
(i) the Aggregate Commitment, and (ii) the Borrowing Base to the extent required to eliminate such excess.



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(b) Sale of Assets. (i) Except as set forth in Section 2.15(b)(ii), immediately
upon receipt by the General Partner, the Borrower or any of its Subsidiaries of the Net Cash Proceeds of any asset disposition (other than (A) sales of inventory in the ordinary course of business and (B) up to $10,000,000 per Fiscal Year of Net
Cash Proceeds from sales of obsolete or worn-out property in the ordinary course of business), the General Partner or applicable Borrower shall prepay the Obligations, or shall cause the applicable Subsidiary to deliver funds to the Agent for
application to the Obligations, in an amount equal to all such Net Cash Proceeds. Any such prepayment shall be applied first, to pay the principal of the Overadvances and Protective Advances, second, to pay the principal of the
Non-Ratable Loans, and third, to pay the principal of the Revolving Loans without a concomitant reduction in the Aggregate Commitment.



(ii) So long as the Parent Indenture is in effect, notwithstanding Section 2.15(b)(i), if (x) the Borrower Representative delivers to the
Agent a Reinvestment Notice with respect to an asset disposition and (y) the Reinvestment Deferred Amount related thereto is deposited in a deposit account located at, and subject to control agreements in favor of, the Agent, then such Reinvestment
Deferred Amount may be (i) used to consummate Permitted Acquisitions and/or (ii) reinvested to acquire assets useful in the Borrowers business; provided that on each Reinvestment Prepayment Date, an amount equal to the Reinvestment
Prepayment Amount with respect to the relevant asset disposition shall be applied toward the prepayment of the Obligations as set forth in Section 2.15(b)(i).



(c) Issuance of Debt or Equity. If any Loan Party or any of its respective Subsidiaries issues Capital Stock or Indebtedness
(other than Indebtedness permitted by Sections 6.17(a),(c), (d), (e), (f), (g) and (h), (j) and (k)), no later than the Business Day following the date of receipt of any Net Cash Proceeds of such issuance or receipt of such dividend,
distribution, loan or advance, the Borrower, or applicable Loan Party, shall prepay the Obligations in an amount equal to all such Net Cash Proceeds. Any such prepayment shall be applied first, to pay the principal of the Overadvances and
Protective Advances, second, to pay the principal of the Non-Ratable Loans, and third, to pay the principal of the Revolving Loans without a concomitant reduction in the Aggregate Commitment. Notwithstanding the foregoing, so long as
the Parent Indenture is in effect, all or any portion of any Net Cash Proceeds of any such issuance that is deposited in a deposit account located at, and subject to control agreements in favor of, the Agent may be (i) used to consummate Permitted
Acquisitions and/or (2) reinvested to repair, rebuild or purchase replacement property, in each case within 12 months after the receipt of such Net Cash Proceeds, and if not so used or reinvested within such period, shall be applied as set forth in
the first sentence of this Section 2.15(c).



(d) Insurance/Condemnation Proceeds. Any insurance or condemnation proceeds to be applied to the Obligations in accordance with Section 6.7(d) shall be applied as follows: (i) insurance proceeds from casualties or losses to
cash or Inventory shall be applied, first, to the Overadvances and Protective Advances, pro rata, second, to the Non-Ratable Loans, third, to the Revolving Loans, and fourth, to cash collateralize outstanding Facility
LCs; and (ii) insurance or condemnation proceeds from casualties or losses to Equipment, Fixtures and real Property shall be applied first, to pay the principal of the Overadvances and Protective Advances, second, to pay the principal
of the Non-Ratable Loans, and third, to pay the principal of the Revolving Loans. The Aggregate Commitment shall not be permanently reduced by the amount of any such prepayments. If the precise amount of insurance or condemnation proceeds
allocable to Inventory as compared to Equipment, Fixtures and real Property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Agent, in its Permitted Discretion. Notwithstanding the foregoing,
so long as the Parent Indenture is in effect, all or any portion of such insurance or condemnation proceeds that is deposited in a deposit account located



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at, and subject to control agreements in favor of, the Agent may be (i) used to consummate Permitted Acquisitions and/or (2) reinvested to repair, rebuild or
purchase replacement property, in each case within 12 months after the receipt of such proceeds, and if not so used or reinvested within such period, shall be applied as set forth in the first sentence of this Section 2.15(d).



(e) General. Without in any way limiting the
foregoing, immediately upon receipt by any Loan Party of proceeds of any sale of any Collateral, the Borrower shall cause such Loan Party to deliver such proceeds to the Agent, or deposit such proceeds in a deposit account subject to a Deposit
Account Control Agreement. All of such proceeds shall be applied as set forth above or otherwise as provided in Section 2.18. Nothing in this Section 2.15 shall be construed to constitute Agents or any Lenders consent to
any transaction that is not permitted by other provisions of this Agreement or the other Loan Documents.



2.16. Termination of the Facility



(a) Without limiting Section 2.3 or Section 8.1, (a) the Aggregate Commitment shall expire on the Facility Termination Date
and (b) the Aggregate Credit Exposure and all other unpaid Obligations shall be paid in full by the Borrower on the Facility Termination Date.



(b) The Borrower may terminate this Agreement with at least five Business Days prior written notice thereof to the Agent and the
Lenders, upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Facility LCs (or alternatively, with respect to each such Facility LC, the
furnishing to the Agent of a cash deposit or Supporting Letter of Credit as required by Section 2.1.2(l)), (iii) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon, and
(iv) the payment in full of any amount due under Section 3.4.



2.17. Method of Payment



(a)
All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agents address specified pursuant to Article XIII, or at any other Lending
Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time
shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other
immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection.Each payment delivered to the
Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a
notice received by the Agent from such Lender.



(b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses
pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section2.1



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or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower
maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan
Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii)
the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.



2.18. Apportionment, Application, and Reversal of Payments. Except as
otherwise required pursuant to Section 2.19, principal and interest payments shall be apportioned ratably among the Lenders as set forth in this Article II and payments of the fees shall, as applicable, be apportioned ratably among the
Lenders, except for fees payable solely to the Agent or the LC Issuer and except as provided in Section 2.10(c). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans
or not constituting payment of specific fees as specified by the Borrower Representative, and all proceeds of any Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any
fees, indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower (other than in connection with Rate Management Obligations), second, to pay any fees or expense reimbursements then due to the Lenders from
the Borrower (other than in connection with Rate Management Obligations), third, to pay interest due in respect of the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances,
fifth, to pay interest due in respect of the Non-Ratable Loans, sixth, to pay interest due in respect of the Revolving Loans (other than Non-Ratable Loans, Overadvances and Protective Advances), seventh, to pay or prepay
principal of the Non-Ratable Loans, eighth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCs, ninth,
to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as
cash collateral for such Obligations, tenth, to payment of any amounts owing with respect to obligations of the Loan Parties in respect of any Commodity Hedging Agreements that are secured by the Collateral, and eleventh, to the
payment of any other Secured Obligation due to the Agent or any Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence,
neither the Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and only to the extent, that
there are no outstanding Floating Rate Loans and, in any event, the Borrower shall pay the Eurodollar breakage losses in accordance with Section 3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse
and reapply any and all such proceeds and payments to any portion of the Secured Obligations.



2.19. Settlement. Each Lenders funded portion of the Loans is intended by the Lenders to be equal at all times to such Lenders Pro Rata Share of the outstanding Loans. Notwithstanding such
agreement, the Agent, Chase, and the Lenders agree (which agreement shall not be for the benefit of or enforceable by the Loan Parties) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among
them as to the Loans, including the Non-Ratable Loans and Overadvances shall take place on a periodic basis as follows. The Agent shall request settlement (a Settlement) with the Lenders on at least a weekly basis, or on a more
frequent basis at the Agents election, by notifying the Lenders of such requested Settlement by telecopy, telephone, or e-mail no later than 12:00 noon (Chicago time) on the date of such requested Settlement (the Settlement
Date). Each



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Revolving Lender (other than the Agent, in the case of the Non-Ratable Loans and Overadvances) shall transfer the amount of such Revolving Lenders Pro
Rata Share of the outstanding principal amount of the applicable Loan with respect to which Settlement is requested to the Agent, to such account of the Agent as the Agent may designate, not later than 2:00 p.m. (Chicago time), on the Settlement
Date applicable thereto. Settlements may occur during the existence of a Default or an Unmatured Default and whether or not the applicable conditions precedent set forth in Section 4.2 have then been satisfied. Such amounts transferred to the
Agent shall be applied against the amounts of the applicable Loan and, together with Chases Pro Rata Share of such Non-Ratable Loan or Overadvance, shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not
transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.23.



2.20. Indemnity for Returned Payments. If after receipt of any payment
which is applied to the payment of all or any part of the Obligations, the Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared
fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and
this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrower shall be liable to pay to the Agent and the Lenders, and the Borrower hereby indemnifies the Agent and the
Lenders and holds the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 shall be and remain effective notwithstanding any contrary action which may have been taken by
the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agents and the Lenders rights under this Agreement and shall be deemed to have been
conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 shall survive the termination of this Agreement.



2.21. Noteless Agreement; Evidence of Indebtedness



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



(b) The Agent shall also maintain accounts in which it will
record (i) the amount of each Loan extended hereunder, the Type thereof, the name of the Borrower who requested such Loan and the Interest Period with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder, (iii) the original stated amount of each Facility LC and the amount of LC Obligations outstanding at any time, and (iv) the amount of any sum received by the Agent hereunder from the Borrower and
each Lenders share thereof.



(c) The
entries maintained in the accounts maintained pursuant to paragraphs (a) and (b) above shall, absent manifest error, be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided however,that the
failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms. The Agent shall, in accordance with its regular
practice, deliver to the Borrower periodic statements with respect to the accounts maintained pursuant to paragraphs (a) and (b) above.



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(d) Any Lender may request that its Revolving Loans be evidenced by a promissory note in
substantially the form of Exhibit C (a Note). In such event, the Borrower shall prepare, execute and deliver to such Lender such Note payable to the order of such Lender. Thereafter, the Revolving Loans evidenced by such
Note and interest thereon shall at all times (prior to any assignment pursuant to Section 12.3) be represented by one or more Notes payable to the order of the payee named therein, except to the extent that any such Lender subsequently
returns any such Note for cancellation and requests that such Revolving Loans once again be evidenced as described in paragraphs (a) and (b) above.



2.22. Lending Installations. Each Lender may book its Loans and its participation in any LC Obligations and the LC Issuer may book the Facility LCs
at any Lending Installation selected by such Lender or the LC Issuer, as the case may be, and may change its Lending Installation from time to time; provided, however, such selection shall not increase, if otherwise reasonably
avoidable, the Borrowers costs under Article III. All terms of this Agreement shall apply to any such Lending Installation and the Loans, Facility LCs, Reimbursement Obligations and any Notes issued hereunder shall be deemed held by each
Lender or the LC Issuer, as the case may be, for the benefit of any such Lending Installation. Each Lender and the LC Issuer may, by written notice to the Agent and the Borrower Representative in accordance with Article XIII, designate
replacement or additional Lending Installations through which Loans will be made by it or Facility LCs will be issued by it and for whose account Loan payments or payments with respect to Facility LCs are to be made.



2.23. Non-Receipt of Funds by the Agent; Defaulting Lenders.



(a) Unless the Borrower Representative or a
Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest or
fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the
intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so
made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (x) in the case
of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the
relevant Loan.



(b) If a payment has not been
made by a Lender (a Defaulting Lender), the Agent will notify the Borrower Representative of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agents account,
together with interest thereon for each day elapsed since the Borrowing Date at a rate per annum equal to the interest rate applicable to the relevant Loan. The Agent shall not be obligated to transfer to a Defaulting Lender any payments made by the
Borrower to the Agent for the Defaulting Lenders benefit, and, in the absence of such transfer to the Defaulting Lender, the Agent shall transfer any such payments to each other non-Defaulting Lender ratably in accordance with their Pro Rata
Share of the Aggregate Commitment (but only to the extent that such Defaulting Lenders Advance was funded by the other Lenders) or, if so directed by the Borrower Representative and if no Unmatured Default or Default has occurred and is
continuing (and to the extent such Defaulting Lenders Advance was not funded by the other Lenders), retain the same to be re-advanced to the Borrower as if such Defaulting Lender had made Advances to the Borrower. Subject to the



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foregoing, the Agent may hold and, in its Permitted Discretion, setoff such Defaulting Lenders funding shortfall against that Defaulting Lenders
Pro Rata Share of all payments received from the Borrower or re-lend to the Borrower for the account of such Defaulting Lender the amount of all such payments received and retained by the Agent for the account of such Defaulting Lender. Until a
Defaulting Lender cures its failure to fund its Pro Rata Share of any Advance (i) solely for the purposes of voting or consenting to matters with respect to the Loan Documents, such Defaulting Lender shall be deemed not to be a Lender
and such Defaulting Lenders Commitment shall be deemed to be zero, (ii) such Defaulting Lender shall not be entitled to any portion of the Unused Commitment Fee and (iii) the Unused Commitment Fee shall accrue in favor of the Lenders which
have funded their respective Pro Rata Shares of such requested Advance and shall be allocated among such non-Defaulting Lenders ratably based on their Pro Rata Share of the Aggregate Commitment. This Section shall remain effective with respect to
such Defaulting Lender until (x) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable, (y) the non-Defaulting Lenders, the Agent, and the Borrower Representative shall have waived such
Defaulting Lenders default in writing, or (z) the Defaulting Lender makes its Pro Rata Share of the applicable Advance and pays to the Agent all amounts owing by the Defaulting Lender in respect thereof. The operation of this Section shall not
be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder.



2.24. Limitation of Interest. The Borrower, the Agent and the Lenders
intend to strictly comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.24 shall govern and control over every other provision of this Agreement or any other Loan Document which
conflicts or is inconsistent with this Section 2.24, even if such provision declares that it controls. As used in this Section 2.24, the term interest includes the aggregate of all charges, fees, benefits or other
compensation which constitute interest under applicable law, provided that, to the maximum extent permitted by applicable law, (a) any non-principal payment shall be characterized as an expense or as compensation for something other than the
use, forbearance or detention of money and not as interest, and (b) all interest at any time contracted for, reserved, charged or received shall be amortized, prorated, allocated and spread, in equal parts during the full term of the Obligations. In
no event shall the Borrower or any other Person be obligated to pay, or any Lender have any right or privilege to reserve, receive or retain, (a) any interest in excess of the maximum amount of nonusurious interest permitted under the laws of the
State of New York or the applicable laws (if any) of the U.S. or of any other applicable state, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged.



2.25. Applicable Mortgage Minimum Amount. Notwithstanding anything
to the contrary in this Agreement, (a) the Borrower shall not optionally prepay or reduce the Aggregate Credit Exposure pursuant to Section 2.14 to the extent that, after giving effect thereto, the Aggregate Credit Exposure would be less than the
Applicable Mortgage Minimum Amount and (b) to the extent that the Aggregate Credit Exposure exceeds the Applicable Mortgage Minimum Amount at the time of any Credit Extension under this Agreement as a result of the requirements of Section 2.15, the
Borrower shall, as a condition to each such Credit Extension, pay all mortgages recording taxes, documentary stamp taxes, intangible taxes and other similar taxes payable under the Applicable Mortgages in connection such Credit Extension.



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ARTICLE III



YIELD PROTECTION; TAXES



3.1. Yield Protection. If, on or after the Closing Date, the adoption of any law or any governmental or
quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency made after the Closing Date:



(a) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in
respect of its Eurodollar Loans, Facility LCs or participations therein, or



(b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender
or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or



(c) imposes any other condition the result of which is to increase the cost to any Lender or any applicable
Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in
connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs
or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be,



and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or
maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar
Loans, Commitment, Facility LCs or participations therein, then, within fifteen days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or
amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received. Notwithstanding anything to the contrary in this Section 3.1, the Borrower shall not be required to compensate a
Lender pursuant to this Section 3.1 for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lenders intention to claim compensation therefore; and provided that, if the
circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this Section
3.1, it shall promptly notify the Borrower (with a copy to the Agent) of the event by reason of which it has become so entitled and shall include in such notice a calculation of such additional amounts in reasonable detail.



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3.2. Changes in Capital Adequacy Regulations. If a Lender or the LC Issuer determines the amount
of capital required or expected to be maintained by such Lender or the LC Issuer, any Lending Installation of such Lender or the LC Issuer, or any corporation controlling such Lender or the LC Issuer is increased as a result of a Change, then,
within fifteen days of demand by such Lender or the LC Issuer, the Borrower shall pay such Lender or the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender
or the LC Issuer determines is attributable to this Agreement, its Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lenders or the LC
Issuers policies as to capital adequacy). Change means (i) any change after the date of this Agreement in the Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental
or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender
or the LC Issuer or any Lending Installation or any corporation controlling any Lender or the LC Issuer. Risk-Based Capital Guidelines means (i) the risk-based capital guidelines in effect in the U.S. on the date of this
Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the U.S. implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices
Entitled International Convergence of Capital Measurements and Capital Standards, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.



3.3. Availability of Types of Advances. If any Lender determines that
maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type and
maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then the Agent shall suspend the
availability of Eurodollar Advances and require any affected Eurodollar Advances to be repaid or converted to Floating Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.4.



3.4. Funding Indemnification. If any payment of a Eurodollar Advance
occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not made on the date specified by the Borrower Representative for any reason other
than default by the Lenders, the Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain such
Eurodollar Advance.



3.5. Taxes



(a) All payments by the Borrower to or for the account of
any Lender, the LC Issuer or the Agent hereunder or under any Note or Facility LC Application shall be made free and clear of and without deduction for any and all Taxes. If the Borrower shall be required by law to deduct any Taxes from or in
respect of any sum payable hereunder to any Lender, the LC Issuer or the Agent, (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this
Section 3.5) such Lender, the LC Issuer or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (b) the Borrower shall make such deductions, (c) the Borrower shall pay the
full amount deducted to the relevant authority in accordance with applicable law and (d) the Borrower shall furnish to the Agent a certified copy of all official receipts evidencing payment thereof as promptly as possible but in any case within
thirty days after such payment is made.



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(b) In addition, the Borrower hereby agrees to pay any present or future stamp or
documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or Facility LC Application or from the execution, delivery or enforcement of, or otherwise with respect
to, this Agreement or any Note or Facility LC Application (Other Taxes). The Borrower shall furnish to the Agent a certified copy of all official receipts evidencing payment thereof as promptly as possible but in any case within
thirty days after such payment is made.



(c)
The Borrower hereby agrees to indemnify the Agent, the LC Issuer and each Lender for (i) the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid
by the Agent, the LC Issuer or such Lender as a result of its Commitment, any Loans made by it hereunder, any Facility LC issued hereunder or otherwise in connection with its participation in this Agreement and any liability (including penalties,
interest and reasonable expenses) arising therefrom or with respect thereto and (ii) for any incremental taxes, interest or penalties arising from Borrowers failure to pay any Taxes or Other Taxes when due or failure to remit to the Agent the
required receipts or other required documentary evidence, except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the
party seeking indemnification. Payments due under this indemnification shall be made within thirty days of the date the Agent, the LC Issuer or such Lender makes demand therefor pursuant to Section 3.6.



(d) Each Lender that is not incorporated under the laws of
the U.S. or a state thereof (each a Non-U.S. Lender) agrees that it will, not more than ten Business Days after the date of this Agreement, (i) deliver to the Agent two duly completed copies of U.S. Internal Revenue Service Form
W-8BEN or W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any, or is subject to a reduced rate of withholding of, U.S. federal income taxes, and (ii) deliver
to the Agent a U.S. Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from U.S. backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of the Borrower Representative and
the Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by
it, such additional forms or amendments thereto as may be reasonably requested by the Borrower Representative or the Agent. All forms or amendments described in the preceding sentence shall certify that such Lender is entitled to receive payments
under this Agreement without deduction or withholding of any, or is subject to a reduced rate of withholding of, U.S. federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred
prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender
advises the Borrower Representative and the Agent that it is not capable of receiving payments without any deduction or withholding, or at the reduced rate of withholding, of U.S. federal income tax. Notwithstanding any other provision of this
paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver.



(e) For any period during which a Non-U.S. Lender has failed to provide the Borrower Representative with an appropriate form pursuant to
clause (d), above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which



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a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification under this Section 3.5 with respect to
Taxes imposed by the U.S.; provided that, should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under clause (d),
above, the Borrower shall, at the expense of such Non-U.S. Lender, take such steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such Taxes.



(f) Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to
payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Borrower Representative (with a copy to the Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate.



3.6. Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation
with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Eurodollar Advances under Section 3.3, so long as such
designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Agent) as to the amount due, if any, under
Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the
absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar Loan through the purchase of a deposit of the type and maturity
corresponding to the deposit used as a reference in determining the Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall
be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of
this Agreement.



3.7. Replacement of Lender. If the
Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lenders obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall
be suspended pursuant to Section 3.3 or if any Lender is a Defaulting Lender (any such Lender, an Affected Lender), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to
replace such Affected Lender as a Lender party to this Agreement, provided that, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such
replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment
Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be
terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and
other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5,
and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement
Lender.



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ARTICLE IV



CONDITIONS PRECEDENT



4.1. Effectiveness. This Agreement will not become effective unless the Loan Parties have satisfied each of the following conditions in a manner
satisfactory to the Agent and the Lenders, and with respect to any condition requiring delivery of any agreement, certificate, document, or instrument, the Loan Parties shall have furnished to the Agent sufficient copies of any such agreement,
certificate, document, or instrument for distribution to the Lenders.



(a) This Agreement or counterparts hereof shall have been duly executed by each Loan Party and the Agent, and the Agent shall have received duly executed copies of the Loan Documents and such other documents,
instruments, agreements and legal opinions as the Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, each in form and substance reasonably satisfactory to the Agent.



(b) Each Loan Party shall have delivered
copies of its articles or certificate of incorporation or organization, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation or organization.



(c) Each Loan Party shall have delivered
copies, certified by its Secretary or Assistant Secretary, of its by-laws or operating, management or partnership agreement and of its Board of Directors resolutions or the resolutions of its members and of resolutions or actions of any other
body authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party.



(d) Each Loan Party shall have delivered an incumbency certificate, executed by its Secretary or Assistant Secretary, which shall identify
by name and title and bear the signatures of the Authorized Officers and any other officers such Loan Party authorized to sign the Loan Documents to which such Loan Party is a party, upon which certificate the Agent and the Lenders shall be entitled
to rely until informed of any change in writing by such Loan Party.



(e) The Borrower shall have delivered a certificate, signed by the chief financial officer of the Borrower, on the initial Credit Extension Date (i) stating that no Default or Unmatured Default has occurred and is
continuing, (ii) stating that the representations and warranties contained in Article V are true and correct as of such Credit Extension Date, (iii) specifying the deposit account at Chase which shall be used as the Funding Account, (iv)
certifying that the condition set forth in clause (u) below has been met, and (v) certifying any other factual matters as may be reasonably requested by the Agent or any Lender.



(f) The Loan Parties shall have delivered a written legal opinion of the Loan Parties counsel,
addressed to the Agent, the LC Issuer and the Lenders in substantially the form of Exhibit D and the legal opinion of such other special and local counsel as may be required by the Agent.



(g) The Borrower shall have delivered any Notes requested by
a Lender pursuant to Section 2.21 payable to the order of each such requesting Lender.



(h) The Borrower shall have delivered money transfer authorizations as the Agent may have reasonably requested.



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(i) The Loan Parties shall have delivered, with respect to each parcel of owned real
Property set forth on Schedule 5.24, each of the following, in form and substance reasonably satisfactory to the Agent:



(i) a Mortgage on such property;



(ii) an opinion of counsel in the state in which such parcel of real Property is located in form and substance and from counsel reasonably
satisfactory to the Agent ; and



(iii)such other information, documentation, and certifications as may be reasonably required by the Agent.



(j) The Agent shall have received (i) a certificate of an officer of the Borrower (in the form attached hereto as Exhibit I)
confirming that all of the Loan Parties obligations under that certain Existing Propane Credit Agreement, Existing Parity Debt Credit Agreement and Existing Petro Credit Agreement (collectively, the Prior Agreements) and the
debt instruments set forth on Schedule 4.1(j) will be repaid in full from the proceeds of the initial Credit Extension, all Liens upon any of the property of the Loan Parties constituting Collateral will be terminated immediately upon such
payment and all letters of credit issued or guaranteed under the Prior Agreements shall have been cash collateralized or supported by a Facility LC, as mutually agreed upon by the Agent, the Borrower and the lenders of the applicable Prior
Agreement, and (ii) an acknowledgment of the trustees with respect to the Prior Agreements as to termination of the Existing Intercreditor Agreement in the form attached hereto as Exhibit J.



(k) The Agent shall have received the results of a recent
Lien and other searches that the Agent deems necessary and such searches shall reveal no Liens on any of the assets of the Loan Parties except for Permitted Liens or Liens discharged on or prior to the Effective Date pursuant to documentation
satisfactory to the Agent, the Loan Parties shall have delivered UCC termination statements or amendments to existing UCC financing statements with respect to any filings against the Collateral as may be requested by the Agent and shall have
authorized the filing of such termination statements or amendments, the Agent shall have been authorized to file any UCC financing statements that the Agent deems necessary to perfect its Liens in the Collateral and Liens creating a first priority
security interest in the Collateral in favor of the Agent shall be in proper form for filing, registration or recordation.



(l) The Borrower Representative shall have delivered a Borrowing Base Certificate which calculates the Borrowing Base and the
Borrowing Base as defined in the Parent Indenture, in each case as of the end of the Business Day immediately preceding the Effective Date.



(m) The Borrower shall have delivered to the Agent and the Lenders the (i) audited financial statements of each of Star Gas Propane (which
financial statements include Petro on the equity basis), the Parent and PHI, for the Fiscal Years ended September 30, 2002, 2003 and 2004, in each case accompanied by an unqualified audit report certified by independent certified public accountants
(except that with respect to the September 30, 2004 audited financial statements, the accompanying audit report may include the qualification set forth on Schedule 4.1(m)), (ii) unaudited interim consolidated financial statements, if any, of each of
Star Gas Propane, the Parent and PHI for each Fiscal Quarter ended after September 30, 2003 and such unaudited consolidated financial statement for the same period of the prior fiscal year, (iii) monthly financial data with respect to each of Star
Gas Propane, the Parent and PHI generated by Star Gas Propanes internal accounting systems for use by senior and financial management (the Monthly



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Reports) for each month ended after the latest Fiscal Quarter referred to in clause (ii) above as to which such financial statements are
available, and (iv) all other financial statements for completed or pending acquisitions that may be required under Regulation S-X of the Securities Act of 1933, as amended, and such financial statements shall not, in the reasonable judgment of the
Lenders, reflect any material adverse change in the consolidated financial condition of Star Gas Propane and its Subsidiaries, as reflected in the financial statements or projections contained in the Confidential Information Memorandum.



(n) All legal (including tax implications) and regulatory
matters, including, but not limited to compliance with applicable requirements of Regulations U, T and X of the Board of Governors of the Federal Reserve System, shall be satisfactory to the Agent and the Lenders.



(o) The Agent shall have received Collateral audits and
appraisals, satisfactory to the Agent, prepared by an independent firm satisfactory to the Agent, which audits and appraisals shall be satisfactory to the Agent in its Permitted Discretion, together with evidence of compliance with applicable
federal regulations governing loans in areas having special flood hazards.



(p) The Loan Parties shall have delivered any requested environmental review reports from firm(s) satisfactory to the Agent, which review reports in each case shall be (i) acceptable to the Agent and (ii) accompanied
by a reliance letter in favor of the Agent and the Lenders acceptable to the Agent.



(q) The Borrower shall have delivered evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Agent
and otherwise in compliance with the terms of Section 6.7.



(r) The Borrower shall have delivered Deposit Account Control Agreements from each of Wachovia Bank, National Association and Remitco.



(s) The Borrower shall have delivered a properly completed Facility LC Application if the initial Credit
Extension will include the issuance of a Facility LC. The Borrower shall have executed the LC Issuers master agreement for the issuance of Letters of Credit.



(t) After giving effect to all Credit Extensions to be made on the Effective Date and payment of all fees
and expenses due hereunder, the Availability shall not be less than $25,000,000.



(u) The Borrower shall have paid all of the fees and expenses owing to the Agent, the Arranger, the LC Issuer and the Lenders pursuant to
Section 2.10, and Section 9.6(a).



(v) The Borrower shall have delivered to the Agent true and complete Customer Lists for the Borrower (it being understood that the Agent and the Lenders shall treat such Customer Lists as confidential information subject to Section 9.11).



(w) The Loan Parties shall have delivered to
the Agent their most recent statement of the Unfunded Liability of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA.



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(x) The Agent shall have received a satisfactory solvency certificate from the chief
financial officer of the Parent that shall document the solvency of the Parent and its Subsidiaries as of the Closing Date.



(y) The Agent shall have received a copy of each hedging and inventory policy contemplated by Section 5.33, and the Agent shall be
satisfied with each such policy.



(z)
[Intentionally omitted]



(aa) The Effective
Date shall occur on or before January 15, 2005.



(bb) The Borrower shall have delivered to the Agent and the Lenders a sources and uses table with respect to the proceeds of the Loans that is satisfactory to the Agent in its Permitted Discretion.



(cc) The Loan Parties shall have delivered such other
documents as the Agent, the LC Issuer, any Lender or their respective counsel may have reasonably requested.



(dd) The Propane Sale shall have been consummated or shall be consummated substantially simultaneously with the initial Credit Extension,
and no provision of the Propane Sale Agreement shall have been amended, waived or otherwise modified.



4.2. Each Credit Extension. Except as otherwise expressly provided herein, the Lenders shall not be required to make any Credit Extension if on the
applicable Credit Extension Date:



(a) There
exists any Default or Unmatured Default or any Default or Unmatured Default shall result from any such Credit Extension and the Agent or the Required Lenders shall have determined not to make any Credit Extension as a result of such Default or
Unmatured Default.



(b) Any representation or
warranty contained in Article V is untrue or incorrect in any material respect as of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, and the Agent or the
Required Lenders shall have determined not to make any Credit Extension as a result of the fact that such representation or warranty is untrue or incorrect.



(c) After giving effect to any Credit Extension, Availability would be less than zero.



(d) Any legal matter incident to the making of such Credit
Extension shall not be satisfactory to the Agent and its counsel or such Credit Extension shall conflict with, or not be permitted by, the terms of the Parent Indenture.



(e) The Borrower is not in compliance with Section 2.25.



Each Borrowing Notice or request for issuance of Facility LC with respect to
each such Credit Extension shall constitute a representation and warranty by the Borrower that the conditions contained in Section 4.1 have been satisfied and that none of the conditions set forth in Section 4.2 exist as of the
applicable Credit Extension Date. Any Lender may require a duly completed Compliance Certificate as a condition to making a Credit Extension.



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ARTICLE V



REPRESENTATIONS AND WARRANTIES



Each Loan Party represents and warrants to the Lenders as follows:



5.1. Existence and Standing. Each Loan Party is a corporation, partnership or limited liability company duly and
properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to
conduct its business in each jurisdiction in which its business is conducted.



5.2. Authorization and Validity. Each Loan Party has the power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder. The
execution and delivery by each Loan Party of the Loan Documents to which it is a party and the performance of its obligations thereunder have been duly authorized by proper proceedings, and the Loan Documents to which such Loan Party is a party
constitute legal, valid and binding obligations of such Loan Party enforceable against such Loan Party in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors rights generally.



5.3. No Conflict;
Government Consent. Neither the execution and delivery by any Loan Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any
law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party or (ii) any Loan Partys articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate
of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture (including, without limitation, the Parent Indenture), instrument or agreement to which any Loan Party is a party or
is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Loan Party pursuant to the terms of any
such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authority which
has not been obtained by a Loan Party, is required to be obtained by any Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Loan Parties of the
Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except for (i) filing of mortgages and UCC financing statements to be filed on or immediately after the Effective Date and (ii) routine approvals
required in connection with the performance by the Loan Parties of their businesses.



5.4. Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Agent, for the benefit of the Agent and the
Lenders, and such Liens (upon any required filing and recordation) constitute perfected and continuing Liens on the Collateral, securing the Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over
all other Liens on the Collateral except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Agent pursuant to any applicable law or agreement and (b) Liens perfected only by
possession (including possession of any certificate of title) to the extent the Agent has not obtained or does not maintain possession of such Collateral.



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5.5. Financial Statements.



(a) The audited consolidated financial statements of the Parent and its Subsidiaries for the period ending
on September 30, 2004 heretofore delivered to the Lenders (i) were prepared in accordance with GAAP (as in effect on the date such statements were prepared) and fairly present the consolidated financial condition and operations of the Parent and its
Subsidiaries at such date and the consolidated results of their operations for the period then ended and (ii) are accompanied by an audit report certified by independent certified public accountants that is qualified only by the qualification set
forth on Schedule 4.1(m).



(b) The Projections
dated November 18, 2004 and November 20, 2004 and the most recent Projections delivered to the Agent and the Lenders pursuant to Section 6.1(d), represent the Borrowers good faith estimate of the future financial performance of the
Borrower for the period set forth therein.



5.6. Material
Adverse Change. Since September 30, 2004, after giving effect to the consummation of the transactions contemplated hereby on the Closing Date, there has been no change in the business, operations, Property, condition (financial or otherwise) or
prospects of the Loan Parties which could reasonably be expected to have a Material Adverse Effect.



5.7. Taxes. The Loan Parties have filed all U.S. federal tax returns and all other tax returns which are required to be filed, all such returns are
complete and correct and the Loan Parties have paid all taxes due pursuant to said returns or pursuant to any assessment received by any Loan Party, except such taxes, if any, as are being contested in good faith and as to which adequate reserves
have been provided in accordance with GAAP and as to which no Lien exists. The U.S. federal income tax returns of the Loan Parties have been audited by the Internal Revenue Service through the Fiscal Year ended September 30, 2003. No tax liens have
been filed and no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the books of the Loan Parties in respect of any taxes or other governmental charges are adequate. If any Loan Party is a limited
liability company, each such limited liability company qualifies for partnership tax treatment under U.S. federal tax law.



5.8. Litigation and Contingent Obligations. Except as set forth on Schedule 5.8, there is no litigation, arbitration, governmental
investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting any Loan Party which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or
delay the making of any Credit Extensions. Other than any liability incident to any litigation, arbitration or proceeding which (i) could not reasonably be expected to have a Material Adverse Effect or (ii) is set forth on Schedule 5.8, no
Loan Party has any material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.5.



5.9. Capitalization and Subsidiaries. Schedule 5.9 sets forth (a) a correct and complete list of the name and relationship to Star Gas
Propane of each and all of the Parents Subsidiaries, (b) the location of the chief executive office of each Loan Party and each of its Subsidiaries and each other location where any of them have maintained their chief executive office in the
past five years, (c) a true and complete listing of each class of each Loan Partys authorized Capital Stock, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of
record by the Persons identified on Schedule 5.9, and (d) the type of entity of each Loan Party. With respect to each Loan Party, Schedule 5.9 also sets forth the employer or taxpayer identification number of each Loan Party and the
organizational identification number issued by each Loan Partys jurisdiction of organization or a statement that no such number has been issued.All of the issued and outstanding Capital Stock owned by any Loan Party has been (to the
extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.



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5.10. ERISA. The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed
$7,000,000. Neither the Parent nor any other member of the Controlled Group has incurred, or is reasonably expected to incur, any withdrawal liability to Multiemployer Plans in excess of $7,000,000 in the aggregate. Each Plan complies in all
material respects with all applicable requirements of law and regulations, no Reportable Event has occurred with respect to any Plan, neither the Parent nor any other member of the Controlled Group has withdrawn from any Plan or initiated steps to
do so, and no steps have been taken to reorganize or terminate any Plan.



5.11. Accuracy of Information. No information, exhibit or report furnished by any Loan Party to the Agent or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents contained
any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not misleading.



5.12. Names; Prior Transactions. Except as set forth on Schedule 5.12, the Loan Parties have not, during the past five years, been known by
or used any other corporate or fictitious name, or been a party to any merger or consolidation, or been a party to any Acquisition.



5.13. Regulation U. No Loan Party is engaged, nor will it engage, principally or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying any margin stock as such terms are defined in Regulation U of the Federal Reserve Board as now and from time to time hereafter in effect (such securities being
referred to herein as Margin Stock). No Loan Party owns any Margin Stock, and none of the proceeds of the Loans or other extensions of credit under this Agreement will be used, directly or indirectly, for the purpose of purchasing
or carrying any Margin Stock, for the purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or carry any Margin Stock or for any other purpose that might cause any of the Loans or other extensions of credit under
this Agreement to be considered a purpose credit within the meaning of Regulations T, U or X of the Federal Reserve Board. No Loan Party will take or permit to be taken any action that might cause any Loan Document to violate any
regulation of the Federal Reserve Board.



5.14. Material
Agreements. Schedule 5.14 hereto sets forth as of the Closing Date all material agreements and contracts to which any Loan Party is a party or is bound as of the date hereof. No Loan Party is subject to any charter or other corporate
restriction which could reasonably be expected to have a Material Adverse Effect. No Loan Party is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any material agreement to
which it is a party or (ii) any agreement or instrument evidencing or governing Indebtedness.



5.15. Compliance With Laws. The Loan Parties have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency
thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property except for any failure to comply with any of the foregoing which could not reasonably be expected to have a Material Adverse
Effect.



5.16. Ownership of Properties. Except as set
forth on Schedule 5.16, on the date of this Agreement, the Loan Parties will have good title, free of all Liens other than those permitted by Section 6.21, to all of the Property and assets reflected in the Loan Parties most
recent consolidated financial statements provided to the Agent as owned by the Loan Parties.



5.17. Plan Assets; Prohibited Transactions. No Loan Party is an entity deemed to hold plan assets within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section
3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the making of Credit Extensions hereunder gives rise to a prohibited transaction within
the meaning of Section 406 of ERISA or Section 4975 of the Code. The Borrower is not an operating company as defined in 29 C.F.R 2510-101 (c).



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5.18. Environmental Matters.



(a) Each of the Loan Parties is in compliance with all Environmental Laws applicable to it or to the
Collateral except where such noncompliance would not have a Material Adverse Effect. Each Loan Party holds all environmental permits and licenses that are necessary for the conduct of the business and operations of such Loan Party as now conducted
and as proposed to be conducted, and has timely and properly applied for renewal of all environmental permits or licenses that have expired or are about to expire, except where the failure to hold, or to timely and properly reapply for, such
environmental permits or licenses would not have a Material Adverse Effect. Schedule 5.18 lists (i) all notices from Federal, state or local environmental agencies to any Loan Party citing environmental violations or other conditions that could be
the subject of investigation, remediation or other action under Environmental Law affecting the business and operations of any Loan Party or the Collateral that have not been finally resolved and disposed of, and no such violation or condition,
whether or not notice regarding such violation or condition is listed on Schedule 5.18, if ultimately resolved against such party, would have a Material Adverse Effect and (ii) all material reports filed by each of the Loan Parties during the past
twelve months with respect to its business and operations or the Collateral with any Federal, state or local environmental agency having jurisdiction over any of the Loan Parties or the Collateral, true and complete copies of which reports have been
made available to the Lenders. Notwithstanding any such notice, except for matters the consequences of which will not have a Material Adverse Effect, the business and operations of each Loan Party and the Collateral are currently being operated in
all respects within the limits set forth in such environmental permits or licenses and any current noncompliance with such permits or licenses will not result in any liability or penalty to any of the Loan Parties or in the revocation, loss or
termination of any such environmental permits or licenses.



(b) All facilities located on the real property owned or leased by the Loan Parties, including without limitation the Collateral, which are subject to regulation by the Resource Conservation and Recovery Act
(RCRA) are and have been operated in compliance with RCRA, except where such noncompliance would not have a Material Adverse Effect and none of the Loan Parties has received, or, to the knowledge of any Loan Party, been threatened with,
a notice of violation of RCRA regarding such facilities.



(c) No Materials of Environmental Concern are or, to the knowledge of any Loan Party, have been located or present at any of the real property owned or leased by the Loan Parties, including without limitation the
Collateral, or any previously owned properties, in violation of any Environmental Law, which violation will have a Material Adverse Effect, or in such circumstances as to give rise to liability, which liability will have a Material Adverse Effect,
and with respect to such real property there has not occurred, to the knowledge of any Loan Party (i) any release or threatened release of any Materials of Environmental Concern, (ii) any discharge or threatened discharge of any Materials of
Environmental Concern into the environment which violates any Environmental Law or (iii) any assertion of any lien pursuant to Environmental Laws resulting from any use, spill, discharge or clean-up of any Materials of Environmental Concern, which
occurrence referred to in clause (i), (ii) or (iii) above will have a Material Adverse Effect.



(d) Except as set forth on Schedule 5.18(d), none of the Loan Parties has received notice that it has been identified as a potentially
responsible party under the Comprehensive



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Environmental Response, Compensation, and Liability Act or any comparable state, local or foreign law nor has any Loan Party received any notification that
any Materials of Environmental Concern that it has used, generated, stored, treated, handled, transported or disposed of or arranged for transport for disposal or treatment of, or arranged for disposal or treatment of, has been found at any site at
which any Governmental Authority or private party is conducting or plans to conduct a remedial investigation or other action pursuant to any Environmental Law.



(e) None of the matters disclosed in Schedule 5.18 or Schedule 5.18(d), either individually or in the aggregate, involves a violation
of or a liability under any Environmental Law, the consequences of which will have a Material Adverse Effect.



5.19. Investment Company Act. No Loan Party is an investment company or a company controlled by an investment
company, within the meaning of the Investment Company Act of 1940, as amended.



5.20. Public Utility Holding Company Act. No Loan Party is 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.



5.21. Bank Accounts. As of the Closing Date, Exhibit B to the Security Agreement contains a complete and accurate
list of all bank accounts maintained by each Loan Party with any bank or other financial institution.



5.22. Indebtedness. As of the Closing Date and after giving effect to the Credit Extensions to be made on the Closing Date (if any), the Loan
Parties have no Indebtedness, except for (a) the Obligations, and (b) any Indebtedness described on Schedule 5.22.



5.23. Affiliate Transactions. Except as set forth on Schedule 5.23, as of the Closing Date, there are no existing or proposed agreements,
arrangements, understandings, or transactions between any Loan Party and any of the officers, members, managers, directors, stockholders, parents, other interest holders, employees, or Affiliates (other than Subsidiaries) of any Loan Party or any
members of their respective immediate families (other than employment agreements and arrangements and transactions entered into in the ordinary course of business on terms that are arms-length), and none of the foregoing Persons are directly or
indirectly indebted to or have any direct or indirect ownership, partnership, or voting interest in any Affiliate of any Loan Party or any Person with which any Loan Party has a business relationship or which competes with any Loan Party.



5.24. Real Property; Leases. As of the Closing Date,
Schedule 5.24 sets forth a correct and complete list of all real Property owned by each Loan Party, all leases and subleases of real Property by each Loan Party as lessee or sublessee, and all leases and subleases of real Property by each
Loan Party as lessor or sublessor. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists. Each Loan Party has good
and indefeasible title in fee simple to the real Property identified on Schedule 5.24 as owned by such Loan Party, or valid leasehold interests in all real Property designated therein as leased by such Loan Party.



5.25. Intellectual Property Rights. As of the Closing Date: (a)
Schedule 5.25 sets forth a correct and complete list of all Intellectual Property Rights of each Loan Party; (b) none of the Intellectual Property Rights listed in Schedule 5.25 is subject to any licensing agreement or similar
arrangement except as set forth in Schedule 5.25; (c) the Intellectual Property Rights described in Schedule 5.25



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constitute all of the property of such type necessary to the current and anticipated future conduct of the Loan Parties business; (d) to the best of
each Loan Partys knowledge, no slogan or other advertising device, product, process, method, substance, part, or other material now employed, or now contemplated to be employed, by any Loan Party infringes in any material respect upon any
rights held by any other Person; and (e) no claim or litigation regarding any of the foregoing is pending or threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard, or code is pending or,
to the knowledge of any Loan Party, proposed, which, in either case, could reasonably be expected to have a Material Adverse Effect.



5.26. Insurance. Schedule 5.26 lists all insurance policies of any nature maintained, as of the Closing Date, by each Loan Party, as well as
a summary of the terms of each such policy.



5.27.
Solvency.



(a) Immediately after the
consummation of the transactions to occur on the date hereof and immediately following the making of each Credit Extension, if any, made on the date hereof and after giving effect to the application of the proceeds of such Credit Extensions, (a) the
fair value of the assets of each Loan Party, at a fair valuation, will exceed the debts and liabilities, subordinated, contingent or otherwise, of each Loan Party; (b) the present fair saleable value of the Property of each Loan Party will be
greater than the amount that will be required to pay the probable liability of each Loan Party on its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan
Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the
businesses in which it is engaged as such businesses are now conducted and are proposed to be conducted after the date hereof.



(b) The Borrower does not intend to, nor will the Borrower permit any of its Subsidiaries to, and the Borrower does not believe that it or
any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on
or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.



5.28. Subordinated Indebtedness. The Secured Obligations constitute senior indebtedness which is entitled to the benefits of the subordination provisions of all outstanding Subordinated Indebtedness. In
addition, (a) no Event of Default or Default under and as defined in the Parent Indenture exists, nor will any such Event of Default or Default exist immediately after the granting or continuation of any Loan, under the
Parent Indenture or any agreement executed by the Parent or any of its Subsidiaries in connection therewith; and (b) all of the Obligations constitute Permitted Indebtedness as defined in the Parent Indenture.



5.29. Post-Retirement Benefits. The present value of the expected cost
of post-retirement medical and insurance benefits payable by the Loan Parties to their employees and former employees, as estimated by such Loan Parties in accordance with procedures and assumptions deemed reasonable by the Required Lenders, does
not exceed $1,000,000 in the aggregate.



5.30. Common
Enterprise. The successful operation and condition of each of the Loan Parties is dependent on the continued successful performance of the functions of the group of the Loan Parties as a whole and the successful operation of each of the Loan
Parties is dependent on the successful performance and operation of each other Loan Party. Each Loan Party expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive



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benefit), directly and indirectly, from (i) successful operations of each of the other Loan Parties and (ii) the credit extended by the Lenders to the
Borrower hereunder, both in their separate capacities and as members of the group of companies. Each Loan Party has determined that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such Loan Party
is within its purpose, will be of direct and indirect benefit to such Loan Party, and is in its best interest.



5.31. Reportable Transaction. The Borrower do not intend to treat the Advances and related transactions as being a reportable
transaction (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof.



5.32. Labor Disputes. Except as set forth on Schedule 5.32, as
of the Closing Date (a) there is no collective bargaining agreement or other labor contract covering employees of the Borrower or any of its Subsidiaries, (b) no such collective bargaining agreement or other labor contract is scheduled to expire
during the term of this Agreement, (c) no union or other labor organization is seeking to organize, or to be recognized as, a collective bargaining unit of employees of the Borrower or any of its Subsidiaries or for any similar purpose, and (d)
there is no pending or (to the best of the Borrowers knowledge) threatened, strike, work stoppage, material unfair labor practice claim, or other material labor dispute against or affecting the Borrower or its Subsidiaries or their employees.



5.33. Fixed Price Supply Contracts. None of the Loan
Parties is a party to any contract for the purchase or supply by such parties of any product except where (a) the purchase price is set with reference to a spot index or indices substantially contemporaneously with the delivery of such product or
(b) delivery of such product is to be made no more than one year after the purchase price is agreed to. All such contracts referred to in the foregoing clause (b) which are in effect on the Closing Date are set forth in Schedule 5.33.



5.34. Trading and Inventory Policies. Each Loan Party
maintains a hedging policy to the effect that it will not trade any commodities. Each Loan Party maintains a supply inventory position policy to the effect that it will not hold on hand, as of any date, more Commodities Inventory than will be sold
in the normal course of business during the following 90 days. Each Loan Party is in compliance with such policies.



5.35. Use of Proceeds. The Borrower will use the proceeds of the Loans solely as set forth in Section 6.2.



ARTICLE VI



COVENANTS



Each Loan Party executing this Agreement jointly and severally agrees as to
all Loan Parties that from and after the date hereof and until the Facility Termination Date:



6.1. Financial and Collateral Reporting. Each Loan Party will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and will furnish to the
Lenders:



(a) within ninety days after the
close of each Fiscal Year of the Parent and its Subsidiaries (starting with the Fiscal Year ending September 30, 2005), an unqualified audit report certified by independent certified public accountants reasonably acceptable to the Required Lenders,
prepared in accordance with GAAP on a consolidated and consolidating basis



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(consolidating statements need not be certified by such accountants), including balance sheets as of the end of such Fiscal Year, related profit and loss and
reconciliations of statements of retained earnings, and a statement of cash flows, accompanied by (i) any management letter prepared by said accountants and (ii) a certificate of said accountants that, in the course of their examination necessary
for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof;



(b) within forty-five days after the close of
the first three quarterly periods of each Fiscal Year of the Parent and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such Fiscal Quarter and consolidated and consolidating profit and loss and
reconciliations of statements of retained earnings and a statement of cash flows for the period from the beginning of the applicable Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the figures for the
applicable period, all certified by its chief financial officer and prepared in accordance with GAAP (except for exclusion of footnotes and subject to normal year-end audit adjustments);



(c) within thirty days after the close of each Fiscal Month, consolidated and consolidating unaudited
balance sheets of the Parent and its Subsidiaries at the close of each such Fiscal Month and consolidated and consolidating profit and loss and reconciliations of statements of retained earnings and a statement of cash flows for the period from the
beginning of the applicable Fiscal Year to the end of such Fiscal Month, setting forth in each case in comparative form the figures for the prior 12-month period, all prepared in accordance with GAAP (except for exclusion of footnotes and subject to
normal year-end audit adjustments) and certified by its chief financial officer;



(d) as soon as available, but in any event not more than 30 days prior to the end of each Fiscal Year of the Parent, but not less than 10
days prior to the end of such Fiscal Year, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of the Parent for each month of such Fiscal Year (the
Projections) in form reasonably satisfactory to the Agent;



(e) together with each of the financial statements required under Sections 6.1(a), (b) and (c), a compliance certificate in substantially the form of Exhibit E (a Compliance
Certificate) signed by the chief financial officer or treasurer of the Borrower Representative showing the calculations necessary to determine compliance with this Agreement (including, without duplication, the calculation of the Excess
Proceeds Reserve Amount at such time) and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof.



(f) as soon as available but in any event within 20 days of the end of each Fiscal Month, and at such other
times as may be requested by the Agent (in its Permitted Discretion), as of the period then ended, a Borrowing Base Certificate, which will include information relating to the Borrowing Base as calculated and defined in the Parent Indenture and
supporting information in connection therewith;



(g) as soon as available but in any event within 20 days of the end of each Fiscal Month and at such other times as may be requested by the Agent (in its Permitted Discretion), as of the period then ended:



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(i) (1) a summary aging of the Accounts of Petro and each of its Subsidiaries, including
an aged accounts receivable total for each Account Debtor, supported by a total page from the system summary aging for each branch, and (2) reconciled to the Borrowing Base Certificate delivered as of such date prepared in a manner reasonably
acceptable to the Agent, together with such transaction analysis or roll-forward information as the Agent requests, in its Permitted Discretion;



(ii) a schedule detailing the Borrowers Inventory, in form reasonably satisfactory to the Agent, (1) by location (showing Inventory
in transit, any Inventory located with a third party under any consignment, bailee arrangement, or warehouse agreement), by product type, and by volume on hand, which Inventory shall be valued at the lower of cost (determined on a first-in,
first-out basis) or market and adjusted for Reserves as the Agent has previously indicated to the Borrower are deemed by the Agent to be appropriate, (2) including a report of any variances or other results of Inventory counts performed by the
Borrower since the last Inventory schedule (including information regarding sales or other reductions, additions, returns, credits issued by the Borrower and complaints and claims made against the Borrower), and (3) reconciled to the Borrowing Base
Certificate delivered as of such date;



(iii)
a worksheet of calculations prepared by the Borrower to determine Eligible Accounts Receivable, Eligible Heating Oil and Other Fuel Inventory and Eligible Other Inventory, such worksheets detailing the Accounts and Inventory excluded from Eligible
Accounts Receivable, Eligible Heating Oil and Other Fuel Inventory and Eligible Other Inventory and the reason for such exclusion;



(iv) a reconciliation of the Borrowers Accounts and Inventory between the amounts shown in the Borrowers general ledger and
financial statements and the reports delivered pursuant to clauses (i) and (ii) above; and



(v) a reconciliation of the loan balance per the Borrowers general ledger to the loan balance set forth in statements given to the
Borrower under this Agreement.



(h) as soon as
available but in any event within 20 days of the end of each Fiscal Month and at such other times as may be requested by the Agent (in its Permitted Discretion), as of the month then ended, a schedule and aging of the Borrowers accounts
payable;



(i) promptly upon the Agents
request (in its Permitted Discretion):



(i)
copies of invoices in connection with the invoices issued by the Borrower in connection with any Accounts, credit memos, shipping and delivery documents, and other information related thereto;



(ii) copies of purchase orders, invoices, and shipping and
delivery documents in connection with any Inventory, Machinery or Equipment purchased by any Loan Party; and



(iii) a schedule detailing the balance of all intercompany accounts of the Loan Parties;



(j) as soon as possible and in any event within 20 days of
filing thereof, copies of all tax returns filed by any Loan Party with the U.S. Internal Revenue Service;



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(k) as soon as possible and in any event within two-hundred and seventy days after the
close of the Fiscal Year of the Parent, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA;



(l) as soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event
has occurred with respect to any Plan, a statement, signed by the chief financial officer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto;



(m) as soon as possible and in any event within 10 days (i)
of filing therewith with the PBGC, the U.S. Internal Revenue Service or any other governmental entity, a copy of each annual report or other filing with respect to any Plan;



(n) as soon as possible and in any event within 10 days after receipt by any Loan Party and to the extent
pertaining to a matter that could have a material impact on any Loan Party, a copy of (i) any notice or claim to the effect that any Loan Party is or may be liable to any Person as a result of the release by any Loan Party, or any other Person of
any toxic or hazardous waste or substance into the environment, and (ii) any notice alleging any violation of any Environmental Laws or any federal, state or local environmental, health or safety law or regulation by the any Loan Party;



(o) concurrently with the delivery of annual audited
financial statements pursuant to Section 6.1(a), an updated Customer List for the Borrower, certified as true and correct by an Authorized Officer of the Borrower (it being understood that the Agent and the Lenders shall treat such Customer
Lists as confidential information subject to Section 9.11);



(p) concurrently with the furnishing thereof to the unitholders of the Parent, copies of all financial statements, reports and proxy statements so furnished;



(q) promptly upon the filing thereof, copies of all
registration statements and annual, quarterly, monthly or other regular reports which any Loan Party files with the Securities and Exchange Commission;



(r) during the months of November through March, as soon as possible and in any event on each Monday, the weekly accounts receivable
agings and inventory updates with respect to the prior week; and



(s) such other information (including, without limitation, non-financial information as more fully described on Schedule 6.1(s)) as the Agent or any Lender may from time to time reasonably request.



6.2. Use of Proceeds.



(a) The Borrower will use the proceeds of the Credit
Extensions solely to finance the working capital needs of the Borrower and its Subsidiaries in the ordinary course of business; providedthat Facility LCs may also be used to support (i) obligations under workers compensation
laws, (ii) obligations to suppliers of petroleum derivative products or energy commodity derivative providers in the ordinary course of business consistent with past practices and (iii) other ordinary course obligations of the Loan Parties.



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(b) No Loan Party will use any of the proceeds of the Credit Extensions to (i) purchase
or carry any Margin Stock in violation of Regulation U, (ii) repay or refinance any Indebtedness of any Person incurred to buy or carry any Margin Stock, (iii) acquire any security in any transaction that is subject to Section 13 or Section 14 of
the Securities Exchange Act of 1934 (and the regulations promulgated thereunder), or (iv) so long as the Parent Indenture is in effect, make any Acquisition.



6.3. Notices. Each Loan Party will give prompt notice in writing to the Agent and the Lenders of:



(a) the occurrence of any Default or Unmatured Default;



(b) any other development, financial or
otherwise, which could reasonably be expected to have a Material Adverse Effect;



(c) the assertion by the holder of any Capital Stock of any Loan Party or the holder of any Indebtedness of any Loan Party in excess of
$1,000,000 that any default exists with respect thereto or that any Loan Party is not in compliance therewith;



(d) receipt of any written notice that any Loan Party is subject to any investigation by any governmental entity with respect to any
potential or alleged violation of any applicable Environmental Law or of imposition of any Lien against any Property of any Loan Party for any liability with respect to damages arising from, or costs resulting from, any violation of any
Environmental Laws, in each case, that could reasonably be expected to result in a material impact on any Loan Party;



(e) receipt of any notice of litigation commenced or threatened against any Loan Party that (i) seeks damages in excess of (A) $500,000
above insurance coverage limits or (B) $5,000,000 regardless of insurance coverage limits, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan
Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws; or (vi) involves any product recall;



(f) any Lien (other than Permitted Liens) or claim made or asserted against any of the Collateral;



(g) its decision to change, (i) such Loan Partys name
or type of entity, (ii) such Loan Partys articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, and (iii) the
location where any Collateral is held or maintained; provided that, in no event shall the Agent receive notice of such change less than thirty days prior thereto;



(h) commencement of any proceedings contesting any tax, fee, assessment, or other governmental charge in
excess of $250,000;



(i) the opening of any
new deposit account by any Loan Party with any bank or other financial institution;



(j) any loss, damage, or destruction to the Collateral in the amount of $500,000 or more, whether or not covered by insurance;



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(k) any and all default notices received under or with respect to any leased location or
public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof);



(l) all material amendments to real estate leases, together with a copy of each such amendment;



(m) immediately after becoming aware of any pending or
threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting the Borrower or any of its Subsidiaries in a manner which could reasonably be expected to have a Material Adverse Effect;



(n) concurrently with the delivery of each Borrowing Base
Certificate, a listing of each Rate Management Transaction or amendment to a Rate Management Transaction that such Loan Party has entered into since the date on which a Borrowing Base Certificate was last delivered pursuant to Section 6.1(f),
together with copies of all agreements evidencing such Rate Management Transactions or amendments thereto;



(o) [Intentionally omitted];



(p) any circumstances that it reasonably believes may result in an assertion that a withdrawal under Title IV of ERISA has occurred by the
Borrower with respect to any Multiemployer Plan; and



(q) any other matter as the Agent may reasonably request.



6.4. Conduct of Business. Each Loan Party will:



(a) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted;



(b) do all things necessary to remain duly incorporated or organized, validly existing and (to the extent
such concept applies to such entity) in good standing as a domestic corporation, partnership or limited liability company in its jurisdiction of incorporation or organization, as the case may be, and maintain all requisite authority to conduct its
business in each jurisdiction in which its business is conducted; provided that nothing in this Section 6.4 shall prohibit any transaction permitted by Section 6.18.



(c) keep adequate books and records with respect to its business activities in which proper entries,
reflecting all financial transactions, are made in accordance with GAAP and on a basis consistent with the financial statements delivered to the Agent pursuant to Section 4.1(m);



(d) at all times maintain, preserve and protect all of its assets and properties used or useful in the
conduct of its business, and keep the same in good repair, working order and condition in all material respects (taking into consideration ordinary wear and tear) and from time to time make, or cause to be made, all necessary or appropriate repairs,
replacements and improvements thereto consistent with industry practices; and



(e) transact business only in such corporate and trade names as are set forth in Schedule 5.12 (as such schedule may be amended or supplemented from time to time with prompt notification to the Agent of such
amendment or supplement).



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6.5. Taxes. Each Loan Party will timely file complete and correct U.S. federal and applicable
foreign, state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits, Property or Collateral, except those which are being contested in good faith by
appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with GAAP. At any time that any Loan Party is organized as a limited liability company, each such limited liability company will qualify for
partnership tax treatment under U.S. federal tax law.



6.6.
Payment of Indebtedness and Other Liabilities. Each Loan Party will pay or discharge when due all Material Indebtedness permitted by Section 6.17 owed by such Loan Party and all other liabilities and obligations due to materialmen,
mechanics, carriers, warehousemen, and landlords, except that the Loan Parties may in good faith contest, by appropriate proceedings diligently pursued, any such obligations; provided that, (a) adequate reserves have been set aside for such
liabilities in accordance with GAAP, (b) no Lien shall be imposed to secure payment of such liabilities that is superior to the Agents Liens securing the Secured Obligations, (c) none of the Collateral becomes subject to forfeiture or loss as
a result of the contest and (d) such Loan Party shall promptly pay or discharge such contested liabilities, if any, and shall deliver to the Agent evidence reasonably acceptable to the Agent of such compliance, payment or discharge, if such contest
is terminated or discontinued adversely to such Loan Party or the conditions set forth in this proviso are no longer met.



6.7. Insurance; Weather Hedging.



(a) Each Loan Party shall at all times maintain, with financially sound and reputable carriers having a Financial Strength rating of at
least A+ by A.M. Best Company, insurance against: (i) loss or damage by fire and loss in transit; (ii) theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; (iii) business interruption; (iv) general liability and (v) and
such other hazards, as is customary in the business of such Loan Party. All such insurance shall be in amounts, cover such assets and be under policies acceptable to the Agent in its Permitted Discretion. In the event any Collateral is located in
any area that has been designated by the Federal Emergency Management Agency as a Special Flood Hazard Area, the applicable Loan Party shall purchase and maintain flood insurance on such Collateral (including any personal Property which
is located on any real Property leased by such Loan Party within a Special Flood Hazard Area). The amount of all insurance required by this Section shall at a minimum comply with applicable law, including the Flood Disaster Protection
Act of 1973, as amended. All premiums on such insurance shall be paid when due by the applicable Loan Party, and copies of the policies delivered to the Agent. If any Loan Party fails to obtain any insurance as required by this Section, the Agent at
the direction of the Required Lenders may obtain such insurance at the Borrowers expense. By purchasing such insurance, the Agent shall not be deemed to have waived any Default or Unmatured Default arising from any Loan Partys failure to
maintain such insurance or pay any premiums therefor. No Loan Party will use or permit any Property to be used in violation of applicable law or in any manner which might render inapplicable any insurance coverage.



(b) All insurance policies required under Section
6.7(a) shall name the Agent (for the benefit of the Agent and the Lenders) as an additional insured or as loss payee, as applicable, and shall provide that, or contain loss payable clauses or mortgagee clauses, in form and substance reasonably
satisfactory to the Agent, which provide that:



(i) all proceeds thereunder with respect to any Collateral shall be payable to the Agent;



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(ii) no such insurance shall be affected by any act or neglect of the insured or owner of
the Property described in such policy; and



(iii) such policy and loss payable clauses may be canceled, amended, or terminated only upon at least thirty days prior written notice given to the Agent.



(c) The Borrower must give the Agent prior written notice of any change in insurance carriers and any new
insurance policy shall comply with the provisions of this Section 6.7 and otherwise be reasonably acceptable to the Agent. Without in any way limiting the foregoing, in no event shall the Borrower change their insurance carrier without first
obtaining a loss payable endorsement in form and substance reasonably satisfactory to the Agent.



(d) Notwithstanding the foregoing, any insurance or condemnation proceeds received by the Loan Parties shall be immediately forwarded to
the Agent and the Agent may, at its option, apply any such proceeds to the reduction of the Obligations in accordance with Section 2.15(d), provided that in the case of insurance proceeds pertaining to any Loan Party other than the
Borrower, such insurance proceeds shall be applied to the Loans owing by the Borrower. The Agent may permit or require any Loan Party to use such money, or any part thereof, to replace, repair, restore or rebuild the Collateral in a diligent and
expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds could not reasonably be
expected to have a Material Adverse Effect and such insurance proceeds do not exceed $500,000 in the aggregate, upon the applicable Loan Partys request, the Agent shall permit such Loan Party to replace, restore, repair or rebuild the
property; provided that, if such Loan Party has not completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within ninety days of such casualty, the Agent may apply such insurance proceeds
to the Obligations in accordance with Section 2.15. All insurance proceeds that are to be made available to the Borrower to replace, repair, restore or rebuild the Collateral shall be applied by the Agent to reduce the outstanding principal
balance of the Revolving Loans (which application shall not result in a permanent reduction of the Aggregate Commitment) and upon such application, the Agent shall establish a Reserve against the Borrowing Base in an amount equal to the amount of
such proceeds so applied. All insurance proceeds made available to any Loan Party that is not the Borrower to replace, repair, restore or rebuild Collateral shall be deposited in a cash collateral account. In either case, thereafter, such funds
shall be made available to the applicable Loan Party to provide funds to replace, repair, restore or rebuild the Collateral as follows:



(i) the Borrower Representative, on behalf of the applicable Borrower, shall request a Revolving Loan or the Borrower Representative, on
behalf of the applicable Loan Party, shall request a release from the cash collateral account be made in the amount needed;



(ii) so long as the conditions set forth in Section 4.2 have been met, the Lenders shall make such Revolving Loan or the Agent
shall release funds from the cash collateral account; and



(iii) in the case of insurance proceeds applied against the Revolving Loan, the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Loan.



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(e) Each Loan Party shall at all times maintain a program to hedge against business risks
associated with weather as is customary in the business of such Loan Party.



6.8. Compliance with Laws. Each Loan Party will comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject including, without limitation, all
Environmental Laws. This covenant shall be deemed not breached by a noncompliance with the foregoing if, upon learning of such noncompliance, the affected Loan Parties promptly undertake reasonable efforts to eliminate such noncompliance, and such
noncompliance and the elimination thereof, in the aggregate with any other noncompliance with any of the foregoing and the elimination thereof, could not reasonably be expected to have a Material Adverse Effect.



6.9. Maintenance of Properties and Intellectual Property Rights. Each
Loan Party will do all things necessary to (i) maintain, preserve, protect and keep its Property in good repair, working order and condition, and make all necessary and proper repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times and (ii) obtain and maintain in effect at all times all material franchises, governmental authorizations, Intellectual Property Rights, licenses and permits, which are necessary for it to
own its Property or conduct its business as conducted on the Closing Date.



6.10. Inspection. Each Loan Party will permit the Agent and, at the expense of such Lender, any Lender, by their respective employees, representatives and agents, from time to time upon two Business Days
prior notice as frequently as the Agent reasonably determines (in its Permitted Discretion) to be appropriate, to (a) inspect any of the Property, the Collateral, and the books and financial records of such Loan Party, (b) examine, audit and make
extracts or copies of the books of accounts and other financial records of such Loan Party, (c) have access to its properties, facilities, the Collateral and its advisors, officers, directors and employees to discuss the affairs, finances and
accounts of such Loan Party and (d) review, evaluate and make test verifications and counts of the Accounts, Inventory and other Collateral of such Loan Party. If a Default or an Unmatured Default has occurred and is continuing, each Loan Party
shall provide such access to the Agent and to each Lender at all times and without advance notice. Furthermore, so long as any Default has occurred and is continuing, each Loan Party shall provide the Agent and each Lender with access to its
suppliers. Each Loan Party shall promptly make available to the Agent and its counsel originals or copies of all books and records that the Agent may reasonably request. The Loan Parties acknowledge that from time to time the Agent may prepare and
may distribute to the Lenders certain audit reports pertaining to the Loan Parties assets for internal use by the Agent and the Lenders from information furnished to it by or on behalf of the Loan Parties, after the Agent has exercised its
rights of inspection pursuant to this Agreement.



6.11.
Appraisals. Whenever a Default or Unmatured Default exists, and at such other times as the Agent requests, the Loan Parties shall, at their sole expense, provide the Agent with appraisals or updates thereof of their Inventory, Equipment,
Customer Lists and real Property from an appraiser selected and engaged by the Agent, and prepared on a basis, satisfactory to the Agent, such appraisals and updates to include, without limitation, information required by applicable law and
regulations and by the internal policies of the Lenders.



6.12.
Communications with Accountants. Each Loan Party executing this Agreement authorizes (a) the Agent and (b) so long as a Default has occurred and is continuing, each Lender, to communicate directly with its independent certified public
accountants and authorizes and shall instruct those accountants and advisors to communicate to the Agent and each Lender information relating to any Loan Party with respect to the business, results of operations and financial condition of any Loan
Party.



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6.13. Collateral Access Agreements and Real Estate Purchases. Each Loan Party shall use
commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to any warehouse, processor or converter facility or other location
where Collateral is stored or located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee or consignee may assert against the Collateral at that
location, and shall otherwise be reasonably satisfactory in form and substance to the Agent. With respect to such locations or warehouse space leased or owned as of the Closing Date and thereafter, if the Agent has not received a Collateral Access
Agreement as of the Effective Date (or, if later, as of the date such location is acquired or leased), the Borrowers Eligible Inventory at that location shall be subject to such Reserves as may be established by the Agent (in its Permitted
Discretion). After the Closing Date, no real property or warehouse space shall be leased by any Loan Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date, unless and until a
Collateral Access Agreement reasonably satisfactory to the Agent shall first have been obtained with respect to such location and if it has not been obtained, the Borrowers Eligible Inventory at that location shall be subject to the
establishment of Reserves reasonably acceptable to the Agent. Each Loan Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any
Collateral is or may be located. To the extent permitted hereunder, if any Loan Party proposes to acquire a fee ownership interest in real Property after the Closing Date, it shall first provide to the Agent a mortgage or deed of trust granting the
Agent a first priority Lien on such real Property, together with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by the Agent, supplemental casualty insurance and flood
insurance, and such other documents, instruments or agreements reasonably requested by the Agent, in each case, in form and substance reasonably satisfactory to the Agent.



6.14. Deposit Account Control Agreements. No later than the Post-Closing Date, the Loan Parties will provide to the
Agent a Deposit Account Control Agreement duly executed on behalf of each financial institution holding a deposit account of a Loan Party as set forth in the Security Agreement.



6.15. Additional Collateral; Further Assurances.



(a) Subject to applicable law, each Loan Party shall, unless the Required Lenders otherwise consent, (i)
cause each Subsidiary of the Parent (excluding any Foreign Subsidiary) to become or remain a Loan Party and a Guarantor and (ii) cause each Subsidiary of the Parent (excluding any Foreign Subsidiary) formed or acquired after the Closing Date in
accordance with the terms of this Agreement to (1) become a party to this Agreement by executing the Joinder Agreement set forth as Exhibit F hereto (the Joinder Agreement), and (2) guarantee payment and performance of the
Guaranteed Obligations pursuant to the Guaranty.



(b) Upon the request of the Agent, each Loan Party shall (i) grant Liens to the Agent, for the benefit of the Agent and the Lenders, pursuant to such documents as the Agent may reasonably deem necessary and deliver such property, documents,
and instruments as the Agent may request to perfect the Liens of the Agent in any Property of such Loan Party which constitutes Collateral, including any parcel of real Property located in the U.S. owned by any Loan Party, and (ii) in connection
with the foregoing requirements, or either of them, deliver to the Agent all items of the type required by Section 4.1 (as applicable). Upon execution and delivery of such Loan Documents and other instruments, certificates, and agreements,
each such Person shall automatically become a Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents.



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(c) Without limiting the foregoing, each Loan Party shall, and shall cause each of the
Parents Subsidiaries which is required to become a Loan Party pursuant to the terms of this Agreement to, execute and deliver, or cause to be executed and delivered, to the Agent such documents and agreements, and shall take or cause to be
taken such actions as the Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents.



6.16. Dividends.



(a) No Loan Party will declare or pay any dividends or make any distributions on its Capital Stock (other than dividends or distributions
payable in its own common stock) or redeem, repurchase or otherwise acquire or retire any of its Capital Stock at any time outstanding, except that (w) the Borrower may declare and pay a dividend to the Parent in an amount not to exceed the lesser
of (i) the Excess Proceeds Reserve Amount at such time and (ii) the amount actually needed by the Parent to repurchase Parent Notes tendered, if any, as a result of the offer made by the Parent pursuant to Section 3.7(e) of the Parent Indenture as a
result of the Propane Sale, in each case not earlier than the Business Day preceding the date on which the Parent is required to use such amounts to repurchase Parent Notes pursuant to Section 3.7(e) of the Parent Indenture as a result of the
Propane Sale), (x) any Subsidiary may declare and pay dividends or make distributions to the Borrower or to a Wholly-Owned Subsidiary of the Borrower, (y) so long as no Default or Unmatured Default then exists or would result therefrom, if the
Borrower qualifies as a partnership for U.S. federal income tax purposes, it may pay dividends or make distributions to its shareholders in an aggregate amount not greater than the amount necessary for such shareholders to pay their actual state and
U.S. federal income tax liabilities in respect of income allocated to such shareholders by the Borrower and (z) so long as no Default or Unmatured Default then exists or would result therefrom, the Borrower may pay dividends or make distributions to
the Parent in an aggregate amount not to exceed $10,000,000 per Fiscal Year solely to enable the Parent to pay, as the same becomes due and payable, its overhead expenses and any legal, accounting and other professional fees and expenses it may
incur. Notwithstanding the foregoing, any Loan Party may make any dividends or distributions so long as (i)(x)(1) after giving pro forma effect thereto, Availability was not less than $40,000,000 (plus, to the extent such dividends or distributions
are being made on or prior to the first anniversary of the date of consummation of the Propane Sale, the Excess Proceeds Reserve Amount at such time) for any period of three consecutive days during the 12-month period ending on the date on which
such dividends or distributions were made (it being understood and agreed that the Excess Proceeds Reserve Amount shall only be included, if applicable, until the date which is on or prior to the first anniversary of the date of consummation of the
Propane Sale) and (2) the Parent Indenture Fixed Charge Coverage Ratio is not less than 1.75 to 1.00 after giving pro forma effect to such distributions as if such distributions were paid on the first day of the relevant period; (y) with respect
only to distributions to pay interest under the Parent Indenture for the Parent Notes, either (1) after giving pro forma effect thereto, Availability was not less than $25,000,000 (plus, to the extent such distributions are being made on or prior to
the first anniversary of the date of consummation of the Propane Sale, the Excess Proceeds Reserve Amount at such time) for any period of three consecutive days during the 12-month period ending on the date on which such distributions were made (it
being understood and agreed that the Excess Proceeds Reserve Amount shall only be included, if applicable, until the date which is on or prior to the first anniversary of the date of consummation of the Propane Sale) or (2) the Fixed Charge Coverage
Ratio is not less than 1.25 to 1.00 after giving pro forma effect to such distributions as if such distributions were paid on the first day of the relevant period; provided, however, that in either case, such distributions shall be
made no earlier than 10 days prior to the date such interest is due; or (z) with respect only to distributions to Parent solely to optionally repurchase Parent Notes,



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after giving pro forma effect thereto, Availability was not less than $25,000,000 (plus, to the extent such distributions are being made on or prior to the
first anniversary of the date of consummation of the Propane Sale, the Excess Proceeds Reserve Amount at such time) for any period of three consecutive days during the 12-month period ending on the date on which such distributions were made (it
being understood and agreed that the Excess Proceeds Reserve Amount shall only be included, if applicable, until the date which is on or prior to the first anniversary of the date of consummation of the Propane Sale); provided that (A) any
distribution made pursuant to this clause (i)(z) shall not exceed the Excess Proceeds Reserve Amount at the time such distribution is made, (B) no distribution may be made pursuant to this clause (i)(z) prior to April 1, 2005 and (C) no distribution
may be made pursuant to this clause (i)(z) earlier than the Business Day preceding the date on which the Parent actually uses such distribution to optionally repurchase Parent Notes; (ii) no Default or Unmatured Default then exists or would result
therefrom; and (iii) the Borrower Representative has delivered a certificate of an Authorized Officer attesting to the matters set forth in clauses (i) and (ii) above and showing in reasonable detail all calculations with respect thereto.



(b) No Loan Party shall directly or
indirectly enter into or become bound by any agreement, instrument, indenture or other obligation (other than this Agreement and the other Loan Documents) that could directly or indirectly restrict, prohibit or require the consent of any Person with
respect to the payment of dividends or distributions or the making or repayment of intercompany loans by a Subsidiary of the Borrower to the Borrower.



6.17. Indebtedness. No Loan Party will create, incur or suffer to exist any Indebtedness, except:



(a) the Obligations;



(b) Indebtedness existing on the date hereof and described
in Schedule 5.22;



(c) purchase money
Indebtedness incurred in connection with the purchase of any Equipment; provided that, the amount of such purchase money Indebtedness shall be limited to an amount not in excess of the purchase price of such Equipment and the aggregate of all
such purchase money Indebtedness incurred in any Fiscal Year shall not exceed $10,000,000 at any time outstanding;



(d) Indebtedness which represents an extension, refinancing, or renewal of any of the Indebtedness described in clauses (b),
(c), (g) and (h) hereof; provided that, (i) the principal amount or interest rate of such Indebtedness is not increased (except to the extent of the capitalization of transaction fees and expenses), (ii) any Liens
securing such Indebtedness are not extended to any additional Property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv)
such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, or renewed, (v) the terms of any such extension, refinancing, or renewal are not more onerous to the
obligor thereunder than the original terms of such Indebtedness and (iv) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal,
or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness;



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(e) Indebtedness owing by any Loan Party, other than the Parent, to any other Loan Party
with respect to intercompany loans, provided further, that:



(i) the applicable Loan Parties shall have executed and delivered to the other Loan Party, on the Effective Date, a demand note (collectively, the Intercompany Notes) to evidence any such
intercompany Indebtedness owing at any time by any Loan Party to another Loan Party, which Intercompany Notes shall be in form and substance reasonably satisfactory to the Agent and shall be pledged and delivered to the Agent pursuant to the
Security Agreement as additional collateral security for the Secured Obligations;



(ii) the Loan Parties shall record all intercompany transactions on their books and records in accordance with GAAP consistently applied;



(iii) the obligations of the Loan Parties
under any such Intercompany Notes shall be subordinated to the Obligations of the Loan Parties hereunder in a manner reasonably satisfactory to the Agent;



(iv) at the time any such intercompany loan or advance is made by a Loan Party and after giving effect thereto, such Loan Party shall be
Solvent; and



(v) no Default or Unmatured
Default would occur and be continuing after giving effect to any such proposed intercompany loan;



(f) (i) Contingent Obligations (A) by endorsement of instruments for deposit or collection in the ordinary course of business, (B)
consisting of the Reimbursements Obligations and (C) consisting of the Guaranty and guarantees of Indebtedness incurred for the benefit of any other Loan Party (other than the Parent) if the primary obligation is not prohibited elsewhere in this
Agreement and (ii) Indebtedness consisting of Unfunded Liabilities so long as the Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $7,000,000;



(g) Capitalized Lease Obligations which in the aggregate do not exceed $2,500,000 in any Fiscal Year;



(h) Indebtedness assumed in connection with
any Permitted Acquisition; provided that, the aggregate amount of Indebtedness assumed under this clause (h) shall not exceed $1,000,000 and provided further that, such Indebtedness is not incurred in connection with, or in
contemplation or anticipation of, such Permitted Acquisition and does not attach to any asset of the Borrower or any of its Subsidiaries;



(i) Indebtedness arising under Rate Management Transactions, so long as such Rate Management Transactions (i) are entered into to hedge or
mitigate risks to which a Loan Party has actual exposure and (ii) are not entered into for investment or speculative purposes;



(j) [Intentionally omitted];



(k) Propane Sale Proceeds Debt;



(l) Parent Subordinated Debt;



(m) other unsecured Indebtedness in an amount not in excess of $10,000,000; and



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(n) any additional senior notes that may be issued under the terms of the Parent
Indenture in accordance with the terms thereof (the Additional Parent Notes).



6.18. Merger. No Loan Party will merge or consolidate with or into any other Person, except that (a) any Subsidiary of the Borrower may merge into
the Borrower or a Wholly-Owned Subsidiary of the Borrower and (b) any Loan Party (other than the Borrower) may merge with any other Loan Party.



6.19. Sale of Assets. No Loan Party will lease, sell or otherwise dispose of its Property (including any Capital Stock owned by it) to any other
Person, except:



(a) sales of Inventory in the
ordinary course of business;



(b) the sale or
other disposition of Equipment and the sale and/or leasing of real property that is obsolete or no longer useful in such Loan Partys business and having a book value not exceeding $10,000,000 in the aggregate in any Fiscal Year;



(c) the Propane Sale shall be permitted to occur
simultaneously with the initial Credit Extension, so long as the Net Cash Proceeds thereof (calculated without giving effect to clause (a)(iv) of the definition thereof) are immediately (i) contributed to Petro as a capital contribution or (ii) lent
to Petro by Parent, so long as the Indebtedness created thereby (the Propane Sale Proceeds Debt) is subordinated to the Obligations on terms satisfactory to the Agent in its Permitted Discretion; provided that, so long as
the Parent uses such repaid Propane Sale Proceeds Debt solely to offer to repurchase Parent Notes pursuant to Section 3.7(e) of the Parent Indenture, Propane Sale Proceeds Debt may be repaid by Petro to the Parent so long as no Default exists at the
time of such repayment; and



(d) the sale or
disposition of other assets having a book value not exceeding a Substantial Portion in the aggregate in any Fiscal Year.



The Net Cash Proceeds of any sale or disposition permitted pursuant to this Section (other than pursuant to Section 6.19(a)) shall be delivered to
the Agent as required by Section 2.15 and applied to the Obligations as set forth therein.



6.20. Investments and Acquisitions. No Loan Party will (i) make or suffer to exist any Investments (including without limitation, loans and
advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except:



(a) Cash Equivalent Investments, subject to control
agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders;



(b) Investments in Subsidiaries existing as of the Closing Date;



(c) other Investments in existence on the Closing Date and
described in Schedule 6.20;



(d)
Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes
up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding;



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(e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised
of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtors Accounts in the ordinary course of business, consistent with past
practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor;



(f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties;



(g) Permitted Acquisitions and the formation of Wholly-Owned
Subsidiaries of the Borrower in connection with a Permitted Acquisition;



(h) other Investments not to exceed (i) $3,000,000 in the aggregate during the 12 month period after the Closing Date and (ii) $10,000,000 in the aggregate during the term of this Agreement; and



(i) Investments in any existing or future, direct or
indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in
the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall
be a Guarantor.



6.21. Liens.



(a) No Loan Party will create, incur, or suffer to exist any
Lien in, of, or on the Property of such Loan Party, except the following (collectively, Permitted Liens):



(i) Liens for taxes, fees, assessments, or other governmental charges or levies on the Property of such Loan Party if such Liens (1) shall
not at the time be delinquent or (2) subject to the provisions of Section 6.6, do not secure obligations in excess of $1,000,000, are being contested in good faith and by appropriate proceedings diligently pursued, adequate reserves in
accordance with GAAP have been set aside on the books of such Loan Party, and a stay of enforcement of such Lien is in effect;



(ii) Liens imposed by law, such as carriers, warehousemens, and mechanics Liens and other similar Liens arising in the
ordinary course of business which secure payment of obligations not more than ten days past due or which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves shall have been set aside on
such Loan Partys books;



(iii) statutory
Liens in favor of landlords of real Property leased by such Loan Party; provided that, such Loan Party is current with respect to payment of all rent and other amounts due to such landlord under any lease of such real Property;



(iv) Liens arising out of pledges or deposits under
workers compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation or to secure the performance of bids, tenders, or contracts (other than for the repayment of
Indebtedness) or to secure indemnity, performance, or



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other similar bonds for the performance of bids, tenders, or contracts (other than for the repayment of Indebtedness) or to secure statutory obligations
(other than liens arising under ERISA or Environmental Laws) or surety or appeal bonds, or to secure indemnity, performance, or other similar bonds;



(v) Leases or subleases granted to others in the ordinary course of business, utility easements, building restrictions, and such other
encumbrances or charges against real Property as are of a nature generally existing with respect to properties of a similar character, which do not in any material way affect the marketability or impair the value of such real Property, which do not
interfere with the use thereof in the business of such Loan Party and which do not impair the ability of the Agent or the Lenders to realize upon the Collateral;



(vi) Liens existing on the Closing Date and described in Schedule 6.21;



(vii) Liens resulting from any extension, refinancing, or
renewal of the related Indebtedness as permitted pursuant to Section 6.17(d); provided that, the Liens evidenced thereby are not increased to cover any additional Property not originally covered thereby;



(viii) Liens securing purchase money Indebtedness of such
Loan Party permitted pursuant to Section 6.17(c); provided that, such Liens attach only to the Property which was purchased with the proceeds of such purchase money Indebtedness;



(ix) Liens on property or assets (other than Accounts and
Inventory) acquired pursuant to a Permitted Acquisition, or on property or assets (other than Accounts and Inventory) of a Loan Party in existence at the time such Loan Party is acquired pursuant to a Permitted Acquisition, provided that (1)
any Indebtedness that is secured by such Liens is permitted under Section 6.17, and (2) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any asset of any
other Loan Party;



(x) Liens in favor of the
Agent granted pursuant to any Loan Document;



(xi) [Intentionally omitted]; and



(xii) any attachment or judgment Lien, unless the judgment it secures shall not, within 30 days after notice of the entry thereof, have been discharged or execution thereof stayed pending appeal or review, or shall not have been discharged
within 30 days after expiration of any such stay.



(b) Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 6.21, other than (1) clauses (i), (x) and (xi) above, may at any time attach to any Accounts of any Loan Party and (2) clauses (i)
through (iii), (x) and (xi) above, may at any time attach to any Inventory of any Loan Party.



(c) Other than as provided in the Loan Documents or in connection with the creation or incurrence of any Indebtedness under Section
6.17(c), no Loan Party will enter into or become subject to any negative pledge or other restriction on the right of such Loan Party to grant Liens to the Agent and the Lenders on any of its Property; provided that, any such negative
pledge or other restriction entered into in connection with the creation of Indebtedness under Section 6.17(c) shall be limited to the Property securing such purchase money Indebtedness.



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6.22. Change of Name or Location; Change of Fiscal Year. No Loan Party shall (a) change its name
as it appears in official filings in the state of its incorporation or organization, (b) change its chief executive office, principal place of business, mailing address, corporate offices or warehouses or locations at which Collateral is held or
stored, or the location of its records concerning the Collateral as set forth in the Security Agreement, (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or
other organization, or (e) change its state of incorporation or organization, in each case, unless (1) the Agent shall have received at least thirty days prior written notice of such change and (2) the Agent shall have acknowledged in writing that,
either (i) such change will not adversely affect the validity, perfection or priority of the Agents security interest in the Collateral, or (ii) any reasonable action requested by the Agent in connection therewith has been completed or taken
(including any action to continue the perfection of any Liens in favor of the Agent, on behalf of Lenders, in any Collateral), provided that, any new location shall be in the continental U.S. No Loan Party shall change its Fiscal Year.



6.23. Affiliate Transactions. No Loan Party will enter
into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer (including, without limitation, any payment or transfer with respect to any fees or expenses for management
services) to, any Affiliate which is not a Loan Party except in the ordinary course of business and pursuant to the reasonable requirements of such Loan Partys business and upon fair and reasonable terms no less favorable to such Loan Party
than such Loan Party would obtain in a comparable arms-length transaction.



6.24. Amendments to Agreements. No Loan Party will, nor will any Loan Party permit its Subsidiary to, amend or terminate its articles of incorporation, charter, certificate of formation, by-laws, operating,
management or partnership agreement or other organizational document or the Parent Indenture.



6.25. Prepayment of Indebtedness; Subordinated Indebtedness.



(a) No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any,
interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than (i) the Obligations; (ii) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise
disposed of; (iii) Indebtedness permitted by Section 6.17(d) upon any refinancing thereof in accordance therewith; (iv) Indebtedness permitted by Section 6.17 (c), (e) and (g); (v) Propane Sale Proceeds Debt, so long as repaid in
accordance with the terms of Section 6.19(c), (vi) Parent Notes that are repurchased with the proceeds of distributions made pursuant to clause (w) of the first sentence of Section 6.16(a) or are optionally repurchased with the proceeds of
distributions made pursuant to clause (i)(z) of the second sentence of Section 6.16(a) and (vii) other Indebtedness in respect of the Parent Notes so long as (A) after giving pro forma effect to such voluntary purchase, redemption,
defeasance or prepayment, Availability was not less than $40,000,000 (plus such voluntary purchase, redemption, defeasance or prepayment is being made on or prior to the first anniversary of the date of consummation of the Propane Sale, the Excess
Proceeds Reserve Amount at such time) for any period of three consecutive days during the 12-month period ending on the date on which such voluntary purchase, redemption, defeasance or prepayment was made (it being understood and agreed that the
Excess Proceeds Reserve Amount shall only be included, if applicable, until the date which is on or prior to the first anniversary of the date of consummation of the Propane Sale), (B) the Fixed Charge Coverage Ratio is at least 1.25 to 1.0 on a
proforma basis for such voluntary purchase, redemption, defeasance or prepayment, and (C) the Borrower Representative has delivered a certificate of an Authorized Officer attesting to the matters set forth in clauses (v)(A) and (B)
above and showing in reasonable detail all calculations with respect thereto.



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(b) No Loan Party shall make any amendment or modification that is in any way adverse to
the interests of the Lenders, to the indenture, note or other agreement evidencing or governing any Subordinated Indebtedness, or directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise
acquire, any Subordinated Indebtedness.



6.26. Financial
Contracts. No Loan Party shall enter into or remain liable upon any Financial Contract, except for Rate Management Transactions permitted by Section 6.17 and Section 6.33.



6.27. Capital Expenditures. The Loan Parties shall not expend, or be
committed to expend, in excess of $5,000,000 for Capital Expenditures during any Fiscal Year in the aggregate for the Parent and its Subsidiaries; provided however, that the amount of permitted Capital Expenditures will be increased in any
Fiscal Year by the amount, if positive, equal to 50% of the difference between the Capital Expenditures limit specified above minus the actual amount of any Capital Expenditures expended during the prior Fiscal Year (the Carry Over
Amount). Any Carry Over Amount may only be carried over to the next succeeding year.



6.28. Financial Covenant. To the extent Availability is at any time less than $25,000,000 (plus, to the extent that such Availability is being calculated on or prior to the first anniversary of the date of
consummation of the Propane Sale, the Excess Proceeds Reserve Amount at such time) the Borrower will not permit the Fixed Charge Coverage Ratio at any such time to be less than 1.1 to 1.0.



6.29. Depository Banks. Each Loan Party shall maintain either (a) the
Agent or (b) any other financial institution reasonably acceptable to the Agent that has executed and delivered to the Agent satisfactory control agreements, as such Loan Partys principal depository bank, including for the maintenance of
operating, administrative, cash management, collection activity, and other deposit accounts for the conduct of its business.



6.30. Real Property Purchases. Except as otherwise permitted in connection with a Permitted Acquisition, no Loan Party shall purchase a fee simple
ownership interest in real Property with an aggregate purchase price in excess of $2,000,000.



6.31. Sale of Accounts. No Loan Party will, nor will any Loan Party permit its Subsidiary to, sell or otherwise dispose of any notes receivable or
accounts receivable, with or without recourse.



6.32.
Parent. The Parent shall not engage in any trade or business, or own any assets (other than the Capital Stock of its Subsidiaries) or incur any Indebtedness (other than the Secured Obligations, its existing Indebtedness and Guaranties);
provided that Parent may (x) lend or contribute Propane Sale Proceeds Debt to Petro in accordance with Section 6.19(c), (y) issue Additional Parent Notes pursuant to Section 6.18(n), and (z) incur Indebtedness that is subordinated to the
Obligations on terms satisfactory to the Agent in its Permitted Discretion (Parent Subordinated Debt); provided that, in the case of clauses (y) and (z) above, (i) the Net Cash Proceeds of such Additional Parent Notes or
Parent Subordinated Debt, as applicable, are contributed to Petro as a common equity contribution and (ii) the Parent has provided the Agent with all documents evidencing such Additional Parent Notes or Parent Subordinated Debt, as applicable, at
least 5 Business Days prior to the issuance or incurrence thereof.



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6.33. Fixed Price Supply Contracts; Certain Policies.



(a) No Loan Party will at any time be a party or subject to
any contract for the purchase or supply by such parties of any product except where (i) the purchase price is set with reference to a spot index or indices substantially contemporaneously with the delivery of such product or (ii) delivery of such
product is to be made no more than one year after the purchase price is agreed to.



(b) No Loan Party will amend, modify or waive the hedging policy or supply inventory position policy referred to in Section 5.34, except
that any Loan Party may enter into Commodity Hedging Agreements as permitted under the other provisions hereof. Such Loan Party will provide the Agent and the Lenders with prompt written notice of any such new Commodity Hedging Agreement. Subject to
the foregoing exception, each Loan Party will comply in all material respects with such policies at all times.



6.34. Propane Sale Agreement. No Loan Party will agree to any amendment, waiver or modification of any provision of the Propane Sale Agreement that
is adverse in any material respect to the interests of the Lenders without the prior written consent of the Agent and the Required Lenders.



ARTICLE VII



DEFAULTS



The occurrence of any one or more of the following events shall constitute a Default hereunder:



(a) any representation or warranty made or deemed made by or on behalf of any Loan Party to any Lender or the Agent under or in connection
with this Agreement, any other Loan Document, any Credit Extension, or any certificate or information delivered in connection with any of the foregoing shall be materially false on the date as of which made;



(b) (i) nonpayment, when due (whether upon demand or
otherwise), of any principal owing under any of the Loan Documents and (ii) nonpayment, within 2 days after it is due, of any interest, fee, Reimbursement Obligation or any other obligation owing under any of the Loan Documents;



(c) the breach by any Loan Party of any of the terms or
provisions of Section 6.1, 6.2, 6.3(a), 6.16 through 6.34;



(d) the breach by any Loan Party (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of (i) Section 6.3 (other than Section
6.3(a)) or 6.4 through 6.15 of this Agreement which is not remedied within 10 days after the earlier of such breach or written notice from the Agent or any Lender or (ii) any other Section of this Agreement which is not remedied
within 20 days after the earlier of such breach or written notice from the Agent or any Lender;



(e) failure of any Loan Party to pay when due any Material Indebtedness or a default, breach or other event occurs under any term,
provision or condition contained in any Material Indebtedness Agreement of any Loan Party, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material
Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; any Material
Indebtedness of any Loan Party shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or any Loan Party shall not pay, or admit in writing
its inability to pay, its debts generally as they become due;



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(f) any Loan Party shall (i) have an order for relief entered with respect to it under
the Bankruptcy Code as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official
for it or any portion of its Property which constitutes a Substantial Portion, (iv) institute any proceeding seeking an order for relief under the Bankruptcy Code as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or
seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other
pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this subsection (f) or (vi) fail to contest in
good faith any appointment or proceeding described in subsection (g) below;



(g) a receiver, trustee, examiner, liquidator or similar official shall be appointed for any Loan Party or any portion of its Property
which constitutes a Substantial Portion, or a proceeding described in subsection (f)(iv) of Article VII shall be instituted against any Loan Party and such appointment continues undischarged or such proceeding continues undismissed or
unstayed for a period of sixty consecutive days;



(h) any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of any Loan Party which, when taken together with all other Property of any
Loan Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion;



(i) any loss, theft, damage or destruction of any item or
items of Collateral or other property of any Loan Party occurs which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance;



(j) any Loan Party shall fail within thirty days to pay, bond or otherwise discharge one or more (i)
judgments or orders for the payment of money in excess of $500,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;



(k) any Change in Control shall occur;



(l) the Unfunded Liabilities of all Single Employer Plans
shall exceed in the aggregate $7,000,000 or any Reportable Event shall or shall be reasonably likely to occur in connection with any Plan;



(m) the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has
incurred or shall be reasonably likely to incur withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the
Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $7,000,000 or requires payments exceeding $1,000,000 per annum;



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(n) the Borrower or any other member of the Controlled Group shall have been notified by
the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate liability or aggregate annual
contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased to an amount contributed to such
Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an aggregate amount exceeding $7,000,000;



(o) any Loan Party shall (i) be the subject of any
proceeding or investigation pertaining to the release by any Loan Party or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause
(i) or clause (ii), could reasonably be expected to have a Material Adverse Effect;



(p) the occurrence of any default, as defined in any Loan Document (other than this Agreement) or the breach of any of the
terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided;



(q) the Guaranty or the partnership agreement of the Parent shall fail to remain in full force or effect or any action shall be taken to
discontinue or to assert the invalidity or unenforceability of the Guaranty or the partnership agreement of the Parent, or any Guarantor shall fail to comply with any of the terms or provisions of the Guaranty to which it is a party, or any
Guarantor shall deny that it has any further liability under the Guaranty to which it is a party, or shall give notice to such effect;



(r) any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral
purported to be covered thereby, except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or
unenforceability of any Collateral Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document;



(s) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms
(or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is
not valid, binding and enforceable in accordance with its terms);



(t) the representations and warranties set forth in Section 5.17 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct; or



(u) the Borrower or any of its Subsidiaries shall fail to
pay when due any Operating Lease Obligation in excess of $750,000.



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ARTICLE VIII



REMEDIES; WAIVERS AND AMENDMENTS



8.1. Remedies.



(a) If any Default occurs, the Agent may in its discretion (and at the written request of the Required Lenders, shall) (i) reduce or
terminate the Aggregate Commitment or the Commitment, (ii) reduce the advance rates set forth in the definition of the Borrowing Base or reduce one or more of the other elements used in computing the Borrowing Base, (iii) terminate or suspend the
obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, (iv) declare all or any portion of the Obligations to be due and payable, whereupon such Obligations shall become immediately due
and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives, (v) upon notice to the Borrower Representative and in addition to the continuing right to demand payment of all amounts
payable under this Agreement, the Agent may either (1) make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent an amount, in immediately available funds (which
funds shall be held in the Facility LC Collateral Account), equal to 105% of the Collateral Shortfall Amount or (2) deliver a Supporting Letter of Credit as required by Section 2.1.2(l), whichever the Agent may specify in its sole discretion,
(vi) increase the rate of interest applicable to the Loans and the LC Fees as set forth in this Agreement and (vii) exercise any rights and remedies provided to the Agent under the Loan Documents or at law or equity, including all remedies provided
under the UCC.



(b) If any Default described
in subsections (f) or (g) of Article VII occurs with respect to any Loan Party, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs shall automatically terminate
and all Obligations shall immediately become due and payable without any election or action on the part of the Agent, the LC Issuer or any Lender and the Loan Parties will be and become thereby unconditionally obligated, without any further notice,
act or demand, to pay to the Agent an amount equal to 105% of the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account.



(c) If, within thirty days after acceleration of the maturity of the Obligations or termination of the
obligations of the Lenders to make Loans and the obligation and power of the LC Issuer to issue Facility LCs hereunder as a result of any Default (other than any Default as described in subsections (f) or (g) of Article VII with
respect to the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to the Borrower
Representative, rescind and annul such acceleration and/or termination.



(d) If at any time while any Default is continuing, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower (upon notice to the Borrower
Representative) to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent an amount equal to 105% of the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC
Collateral Account. The Borrower hereby pledges, assigns, and grants to the Agent, on behalf of and for the benefit of the Agent, the Lenders, and the LC Issuer, a security interest in all of the Borrowers right, title, and interest in and to
all funds which may from time to time be on deposit in the Facility LC Collateral Account to secure the prompt and complete payment and performance of the Obligations.



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(e) The Agent may at any time or from time to time after funds are deposited in the
Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuer under the Loan Documents.



(f) At any time while any Default is continuing, neither the
Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Secured Obligations have been indefeasibly paid in full and the
Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such time.



8.2. Waivers by Loan Parties. Except as otherwise provided for in this
Agreement or by applicable law, each Loan Party waives: (a) presentment, demand and protest and notice of presentment, dishonor, notice of intent to accelerate, notice of acceleration, protest, default, nonpayment, maturity, release, compromise,
settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by the Agent on which any Loan Party may in any way be liable, and hereby ratifies and
confirms whatever the Agent may do in this regard, (b) all rights to notice and a hearing prior to the Agents taking possession or control of, or to the Agents replevy, attachment or levy upon, the Collateral or any bond or security that
might be required by any court prior to allowing the Agent to exercise any of its remedies, and (c) the benefit of all valuation, appraisal, marshaling and exemption laws.



8.3. Amendments



(a) Subject to the provisions of this Section 8.3, no amendment, waiver or modification of any provision of this Agreement or any
other Loan Document, and no consent with respect to any departure by any Loan Party therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Loan Parties and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however,that no such amendment, waiver or modification shall (i)
increase the percentage advances rates or components of the Borrowing Base if such increase would increase Availability, (ii) include additional categories of Collateral in the Borrowing Base if such inclusion would increase Availability, or (iii)
increase the amount to be added to the calculation of the Borrowing Base pursuant to clause (e) of the definition thereof, in each case without the prior written consent of the Lenders in the aggregate having at least 85% of the Aggregate Commitment
or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding at least 85% of the Aggregate Credit Exposure.



(b) Notwithstanding subsection (a) above, no such amendment, waiver or other modification with respect to this Agreement shall



(i) without the consent of each Lender
directly affected thereby:



(A) extend the
final maturity of any Loan to a date after the Facility Termination Date;



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(B) postpone any regularly scheduled payment of principal of any Loan or reduce or
forgive all or any portion of the principal amount of any Loan or any Reimbursement Obligation or reduce the amount or extend the payment date for, the mandatory payments required under Article II;



(C) reduce the rate or extend the time of payment of
interest or fees payable to the Lenders pursuant to any Loan Document;



(D) extend the Facility Termination Date;



(E) increase the amount of the Aggregate Commitment or the Commitment of any Lender hereunder (other than pursuant to Section 12.3); or



(F) amend this Section 8.3; and



(ii) without the consent of all of the Lenders:



(A) reduce the percentage or number of Lenders specified in
the definition of Required Lenders or eliminate or reduce the voting rights of any Lender under this Section 8.3;



(B) permit any Loan Party to assign its rights under this Agreement;



(C) release all or substantially all of the Guarantors; or



(D) except as provided in any Collateral Document, release
all or substantially all of the Collateral.



(c) No amendment of any provision of this Agreement relating to the Agent or to the Non-Ratable Loans,the Overadvances or the Protective Advances shall be effective without the written consent of the Agent. No amendment of any
provision relating to the LC Issuer shall be effective without the written consent of the LC Issuer. The Agent may (i) amend Schedule I to reflect assignments entered into pursuant to Section 12.3 and (ii) waive payment of the fee
required under Section 12.3(c) without obtaining the consent of any other party to this Agreement.



(d) If, in connection with any proposed amendment, waiver or consent (a Proposed Change) requiring the consent of all
Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders is not obtained (any such Lender whose consent is not obtained being referred to herein as a Non-Consenting Lender), then, so long as the
Agent is not a Non-Consenting Lender, the Borrower may elect to replace such Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably
satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment Agreement and to become a Lender for all purposes under this
Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Non-Consenting Lender
in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments
due to such Non-Consenting Lender under Sections 3.1, 3.2 and 3.5,



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and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of
such replacement under Section 3.4 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.



8.4. Preservation of Rights. No delay or omission of the Lenders, the LC Issuer or the Agent to exercise any right
under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Credit Extension notwithstanding the existence of a Default or the inability of the Borrower to satisfy
the conditions precedent to such Credit Extension shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no
waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 8.3, and then only to the extent in such writing
specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Agent, the LC Issuer and the Lenders until the Obligations have been paid in full.



ARTICLE IX



GENERAL PROVISIONS



9.1. Survival of Representations. All representations and warranties
of the Loan Parties contained in this Agreement and the other Loan Documents shall survive the execution and delivery of the Loan Documents and the making of the Credit Extensions herein contemplated.



9.2. Governmental Regulation. Anything contained in this Agreement to
the contrary notwithstanding, neither the LC Issuer nor any Lender shall be obligated to extend credit to the Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.



9.3. Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of the provisions of the Loan Documents.



9.4. Entire Agreement. The Loan Documents embody the entire agreement and understanding among the Loan Parties, the Agent, the LC Issuer and the
Lenders and supersede all prior agreements and understandings among the Loan Parties, the Agent and the Lenders relating to the subject matter thereof other than those contained in the Fee Letter which shall survive and remain in full force and
effect during the term of this Agreement.



9.5. Several
Obligations; Benefits of this Agreement. The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other lender (except to the extent to which the Agent is authorized to act
as administrative agent for the Lenders hereunder). The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. This Agreement shall not be construed so as to confer
any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns, provided however,, that the parties hereto expressly agree that the Arranger shall enjoy the benefits of the provisions
of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth therein and shall have the right to enforce such provisions on its own behalf and in its own name to the same extent as if it were a party to this Agreement.



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9.6. Expenses; Indemnification



(a) Expenses. The Borrower shall reimburse the Agent and the Arranger for any costs, internal charges
and reasonable out-of-pocket expenses (including attorneys fees and time charges of attorneys for the Agent, which attorneys may be employees of the Agent) paid or incurred by the Agent or the Arranger in connection with the preparation,
negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet or through a service such as IntraLinks), review, amendment, modification, and administration of the Loan Documents. The Borrower also
agrees to reimburse the Agent, the Arranger, the LC Issuer and the Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys fees and time charges of attorneys for the Agent, the Arranger, the LC Issuer and the
Lenders, which attorneys may be employees of the Agent, the Arranger, the LC Issuer or the Lenders) paid or incurred by the Agent, the Arranger, the LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents.
Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and expenses incurred in connection with:



(i) appraisals of all or any portion of the Collateral, including each parcel of real Property or interest in real Property, Machinery or
Equipment described in any Collateral Document, which appraisals shall be in conformity with the applicable requirements of any law or any governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any
interpretation thereof, including, without limitation, the provisions of Title XI of FIRREA, and any rules promulgated to implement such provisions (including reasonable travel, lodging, meals and other out of pocket expenses);



(ii) field examinations and audits and the preparation of
Reports at the Agents then customary charge (such charge is currently $1,000 per day (or portion thereof) for each Person retained or employed by the Agent with respect to each field examination or audit) plus reasonable travel, lodging, meals
and other out of pocket expenses;



(iii) any
amendment, modification, supplement, consent, waiver or other documents prepared with respect to any Loan Document and the transactions contemplated thereby;



(iv) lien and title searches and title insurance;



(v) taxes, fees and other charges for recording the Mortgages, filing financing statements and
continuations, and other actions to perfect, protect, and continue the Agents Liens (including costs and expenses paid or incurred by the Agent in connection with the consummation of the Agreement);



(vi) sums paid or incurred to take any action required of
any Loan Party under the Loan Documents that such Loan Party fails to pay or take;



(vii) any litigation, contest, dispute, proceeding or action (whether instituted by Agent, the LC Issuer, any Lender, any Loan Party or
any other Person and whether as to party, witness or otherwise) in any way relating to the Collateral, the Loan Documents or the transactions contemplated thereby; and



(viii) costs and expenses of forwarding loan proceeds, collecting checks and other items of payment, and
establishing and maintaining the Funding Account and lock boxes, and costs and expenses of preserving and protecting the Collateral.



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The foregoing shall not be construed to limit any other provisions of the Loan Documents
regarding costs and expenses to be paid by the Borrower. All of the foregoing costs and expenses may be charged to the Borrowers Funding Account as Revolving Loans or to another deposit account, all as described in Section 2.17(b).



(b) Indemnification. The Borrower
hereby further agrees to indemnify the Agent, the Arranger, the LC Issuer, each Lender, their respective Affiliates, and each of their directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and
expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Agent, the Arranger, the LC Issuer, any Lender or any Affiliate is a party thereto) which any of them may pay or incur arising out of or
relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder except to the extent that they are determined
in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification. The obligations of the Borrower under this Section 9.6 shall
survive the termination of this Agreement.



9.7. Numbers of
Documents. All statements, notices, closing documents, and requests hereunder shall be furnished to the Agent with sufficient counterparts so that the Agent may furnish one to each of the Lenders.



9.8. Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP in a manner consistent with that used in preparing the financial statements referred to in Section 5.5. If at
any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and the Borrower (through the Borrower Representative), the Agent or the Required Lenders shall so request the Agent, the
Lenders and the Loan Parties shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders), provided that, until so
amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and the Borrower shall provide to the Agent and the Lenders reconciliation statements showing the difference in such calculation,
together with the delivery of monthly, quarterly and annual financial statements required hereunder.



9.9. Severability of Provisions. Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the
provisions of all Loan Documents are declared to be severable.



9.10. Nonliability of Lenders. The relationship between any Loan Party on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor and creditor. Neither the Agent, the Arranger, the
LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Party. Neither the Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party to review or inform such Loan Party of any matter in
connection with any phase of any Loan Partys business or operations. The Loan Parties agree that neither the Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party (whether sounding in tort, contract or
otherwise) for losses suffered by any Loan Party in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in
connection therewith, unless it is determined in a final non-appealable



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judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is
sought. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party hereby waives, releases and agrees not to sue for, any special, indirect, consequential or punitive damages suffered
by any Loan Party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.



9.11. Confidentiality. The Agent and each Lender agrees to hold any confidential information which it may receive from the Borrower in connection
with this Agreement in confidence, except for disclosure (a) to its Affiliates and to the Agent and any other Lender and their respective Affiliates, (b) to legal counsel, accountants, and other professional advisors to such Lender or to a
Transferee, (c) to regulatory officials, (d) to any Person as requested pursuant to or as required by law, regulation, or legal process, (e) to any Person in connection with any legal proceeding to which it is a party, (f) to its direct or indirect
contractual counterparties in swap agreements or to legal counsel, accountants and other professional advisors to such counterparties, (g) permitted by Section 12.4, (h) to rating agencies if requested or required by such agencies in
connection with a rating relating to the Credit Extensions hereunder and (i) in connection with the exercise of any remedy hereunder or under any other Loan Document. Without limiting Section 9.4, the Borrower agrees that the terms of this
Section 9.11 shall set forth the entire agreement between the Borrower and each Lender (including the Agent) with respect to any confidential information previously or hereafter received by such Lender in connection with this Agreement, and
this Section 9.11 shall supersede any and all prior confidentiality agreements entered into by such Lender with respect to such confidential information.



9.12. Nonreliance. Each Lender hereby represents that it is not relying on or looking to any Margin Stock for the repayment of the Credit
Extensions provided for herein.



9.13. Disclosure. Each
Loan Party and each Lender hereby acknowledges and agrees that Chase and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their respective Affiliates. In
addition, each Loan Party and each Lender hereby acknowledges that Chase and/or its Affiliates may also purchase certain equity interests in one or more Loan Parties, make a subordinated loan to the Borrower and receive a warrant from the Borrower,
invest in a fund that has invested debt or equity directly or indirectly in one or more Loan Parties and/or act as a financial or other advisor, placement or similar agent or underwriter for one or more Loan Parties.



9.14. Patriot Act Notice. IMPORTANT INFORMATION ABOUT PROCEDURES
FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person or entity that
opens an account, including any deposit account, treasury management account, loan, other extension of credit, or other financial services product. What this means for the Borrower: When the Borrower opens an account, if the Borrower is an
individual, the Agent and the Lenders will ask for the Borrowers name, residential address, date of birth, and other information that will allow Agent and the Lenders to identify the Borrower, and, if the Borrower is not an individual, the
Agent and the Lenders will ask for the Borrowers name, employer identification number, business address, and other information that will allow the Agent and the Lenders to identify the Borrower. The Agent and the Lenders may also ask, if the
Borrower is an individual, to see the Borrowers drivers license or other identifying documents, and, if the Borrower is not an individual, to see the Borrowers legal organizational documents or other identifying documents.



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ARTICLE X



THE AGENT



10.1. Appointment; Nature of Relationship. Chase is hereby appointed by each of the Lenders as its contractual representative (herein referred to
as the Agent) hereunder and under each other Loan Document (including, without limitation, as Collateral Agent under each of the Collateral Documents), and each of the Lenders irrevocably authorizes the Agent to act as
the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article
X. Notwithstanding the use of the defined term Agent, it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that
the Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders contractual representative, the Agent
(a) does not hereby assume any fiduciary duties to any of the Lenders, (b) is a representative of the Lenders within the meaning of the term secured party as defined in the New York Uniform Commercial Code and (c) is acting
as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders hereby agrees to assert no claim against the Agent on any agency theory or any
other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.



10.2. Powers. The Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Agent by the terms of
each thereof, together with such powers as are reasonably incidental thereto. The Agent shall have no implied duties to the Lenders, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan
Documents to be taken by the Agent.



10.3. General
Immunity. Neither the Agent nor any of its directors, officers, agents or employees shall be liable to the Borrower, the Lenders or any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document
or in connection herewith or therewith except to the extent such action or inaction is determined in a final non-appealable judgment by a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of such Person.



10.4. No Responsibility for Credit Extensions, Recitals,
etc. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection with any Loan
Document or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered solely to the Agent; (d) the existence or possible existence of any Default or Unmatured Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any Collateral; or (g)
the financial condition of any Loan Party, any Guarantor or any Affiliate of any Loan Party.



10.5. Action on Instructions of the Lenders. The Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written
instructions signed by the Required Lenders, and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. The Lenders hereby acknowledge that the



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Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of
this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. The Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it
shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.



10.6. Employment of Agents and Counsel. The Agent may execute any of
its duties as the Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by the Agent or its authorized agents,
for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters
pertaining to the Agents duties hereunder and under any other Loan Document.



10.7. Reliance on Documents; Counsel. The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, electronic mail message, statement, paper or
document believed by it (in its Permitted Discretion) to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Agent, which counsel may
be employees of the Agent. For purposes of determining compliance with the conditions specified in Sections 4.1 and 4.2, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received written notice from such Lender prior to the applicable date
specifying its objection thereto.



10.8. Agents
Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to
such termination) (a) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documents, (b) for any other expenses incurred by the Agent on behalf of the Lenders, in connection
with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or
more of the Lenders) and (c) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the
Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against
the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that, no Lender shall be
liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent. The obligations of the
Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement.



10.9. Notice of Default. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Unmatured Default hereunder
unless the Agent has received written notice from a Lender, the Borrower or the Borrower Representative referring to this Agreement describing such Default or Unmatured Default and stating that such notice is a notice of default. In the
event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the Lenders; provided, that, the Agent shall not be liable to any Lender for any failure to do so, except to the extent that such failure is
attributable to the Agents gross negligence or willful misconduct.



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10.10. Rights as a Lender. In the event the Agent is a Lender, the Agent shall have the same
rights and powers hereunder and under any other Loan Document with respect to its Commitment and its Credit Extensions as any Lender and may exercise the same as though it were not the Agent, and the term Lender or Lenders
shall, at any time when the Agent is a Lender, unless the context otherwise indicates, include the Agent in its individual capacity. The Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of trust,
debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Loan Document, with any Loan Party in which such Loan Party is not restricted hereby from engaging with any other Person, all as if Chase were not
the Agent and without any duty to account therefor to Lenders. Chase and its Affiliates may accept fees and other consideration from any Loan Party for services in connection with this Agreement or otherwise without having to account for the same to
Lenders. The Agent in its individual capacity, is not obligated to remain a Lender.



10.11. Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Agent, the Arranger or any other Lender and based on the financial statements prepared by the
Loan Parties and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents. Each Lender also acknowledges that it will, independently and
without reliance upon the Agent, the Arranger or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and
the other Loan Documents. Except for any notice, report, document, credit information or other information expressly required to be furnished to the Lenders by the Agent or Arranger hereunder, neither the Agent nor the Arranger shall have any duty
or responsibility (either initially or on a continuing basis) to provide any Lender with any notice, report, document, credit information or other information concerning the affairs, financial condition or business of the Borrower or any of its
Affiliates that may come into the possession of the Agent or Arranger (whether or not in their respective capacity as Agent or Arranger) or any of their Affiliates.



10.12. Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the
Borrower Representative, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders within thirty days after the
resigning Agents giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding the previous sentence, the Agent may at any time without the consent
of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Agent hereunder. If the Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform all the duties of
the Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until
such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent,
such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Agent. Upon the effectiveness of the resignation or removal of the Agent, the resigning or removed Agent
shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Agent, the provisions of this



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Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken
by it while it was acting as the Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Agent by merger, or the Agent assigns its duties and obligations to an Affiliate pursuant to this Section
10.12, then the term Prime Rate as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Agent.



10.13. Delegation to Affiliates. The Borrower and the Lenders agree that the Agent may delegate any of its duties under this Agreement to any of
its Affiliates. Any such Affiliate (and such Affiliates directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the Agent is entitled under Articles IX and X.



10.14. Execution of Loan Documents. Each Lender agrees that any action taken by the Agent or the Required Lenders in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by
the Agent or the Required Lenders of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders. The Lenders acknowledge that all of the
Obligations hereunder constitute one debt, secured pari passu by all of the Collateral.



10.15. Collateral Matters.



(a) The Lenders hereby irrevocably authorize the Agent, at its option and in its Permitted Discretion, to release any Liens granted to the Agent by the Loan Parties on any Collateral (i) upon the termination of the
Aggregate Commitment, payment and satisfaction in full in cash of all Obligations (other than Unliquidated Secured Obligations), and the cash collateralization of all Unliquidated Secured Obligations in a manner satisfactory to each affected Lender
(in its Permitted Discretion), (ii) constituting Property being sold or disposed of if the Loan Party disposing of such Property certifies to the Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the
Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting Property in which no Loan Party has at any time during the term of this Agreement owned any interest, (iv) constituting property leased to a Loan Party
under a lease which has expired or been terminated in a transaction permitted under this Agreement, (v) owned by or leased to any Loan Party which is subject to a purchase money security interest or which is the subject of a Capitalized Lease, in
either case, entered into by such Loan Party pursuant to Section 6.17(c), or (vi) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Agent and the Lenders pursuant to
Section 8.1. Upon request by the Agent at any time, the Lenders will promptly confirm in writing the Agents authority to release any Liens upon particular types or items of Collateral pursuant to this Section 10.15. Except as
provided in the preceding sentence, the Agent will not release any Liens on any Substantial Portion of the Collateral without the prior written authorization of the Required Lenders.



(b) Upon receipt by the Agent of any authorization required pursuant to Section 10.15(a) from the
Required Lenders of the Agents authority to release any Liens upon particular types or items of Collateral, and upon at least 2 Business Days prior written request by the Loan Parties, the Agent shall (and is hereby irrevocably authorized by
the Lenders to), as soon thereafter as practicable, execute such documents as may be necessary to evidence the release of its Liens upon such Collateral; provided that, (i) the Agent shall not be required to execute any such document on terms
which, in the Agents opinion (in its Permitted Discretion), would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall
not in any manner



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discharge, affect, or impair the Obligations or any Liens (other than those expressly being released)
upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.



(c) The Agent shall have no obligation whatsoever to any of
the Lenders to assure that the Collateral exists or is owned by the Loan Parties or is cared for, protected, or insured or has been encumbered, or that the Liens granted to the Agent therein have been properly or sufficiently or lawfully created,
perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers
granted or available to the Agent pursuant to any of the Loan Documents; provided that, no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent.



(d) Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Agent and the
Lenders, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession. Should any Lender (other than the Agent) obtain possession of any such Collateral, such Lender shall notify the Agent
thereof, and, promptly upon the Agents request therefor shall deliver such Collateral to the Agent or otherwise deal with such Collateral in accordance with the Agents instructions.



(e) Each Lender hereby agrees as follows: (a) such Lender is
deemed to have requested that the Agent furnish such Lender, promptly after it becomes available, a copy of each Report prepared by or on behalf of the Agent; (b) such Lender expressly agrees and acknowledges that neither Chase nor the Agent (i)
makes any representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein, or (ii) shall be liable for any information contained in any Report; (c) such Lender expressly
agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agent, Chase, or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely
significantly upon the Loan Parties books and records, as well as on representations of the Loan Parties personnel and that Chase undertakes no obligation to update, correct or supplement the Reports; (d) such Lender agrees to keep all
Reports confidential and strictly for its internal use, not share the Report with any Loan Party and not to distribute any Report to any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality
of any other indemnification provision contained in this Agreement, such Lender agrees (i) that neither Chase nor the Agent shall be liable to such Lender or any other Person receiving a copy of the Report for any inaccuracy or omission contained in
or relating to a Report, (ii) to conduct its own due diligence investigation and make credit decisions with respect to the Loan Parties based on such documents as such Lender deems appropriate without any reliance on the Reports or on the Agent or
Chase, (iii) to hold the Agent and any such other Person preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions
that the indemnifying Lender has made or may make to the Loan Parties, or the indemnifying Lenders participation in, or the indemnifying Lenders purchase of, any Obligations and (iv) to pay and protect, and indemnify, defend, and hold
the Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by the Agent and any such other Person
preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.



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10.16. Co-Agents, Documentation Agent, Syndication Agent, etc. Neither any of the Lenders
identified in this Agreement as a co-agent nor any Documentation Agent nor any Syndication Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders
as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to such Lenders as it makes with respect to the
Agent in Section 10.11.



ARTICLE XI



SETOFF; RATABLE PAYMENTS



11.1. Setoff. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if any Loan Party becomes insolvent, however evidenced, or any Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any
other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Secured Obligations then due and owing to such Lender,
whether or not the Secured Obligations, or any part thereof, shall then be due.



11.2. Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its Credit Exposure (other than payments received pursuant to Section 3.1, 3.2, 3.4 or
3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Aggregate Credit Exposure held by the other Lenders so that after such purchase each Lender will hold
its Pro Rata Share of the Aggregate Credit Exposure. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Secured Obligations or such amounts which
may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to respective Pro Rata Share of the Aggregate Credit Exposure. In
case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.



ARTICLE XII



BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS



12.1. Successors and Assigns. The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Loan Parties and the Lenders and their respective successors and assigns
permitted hereby, except that (a) the Loan Parties shall not have the right to assign their rights or obligations under the Loan Documents without the prior written consent of each Lender, (b) any assignment by any Lender must be made in compliance
with Section 12.3, and (c) any transfer by Participation must be made in compliance with Section 12.2. Any attempted assignment or transfer by any party not made in compliance with this Section 12.1 shall be null and void,
unless such attempted assignment or transfer is treated as a participation in accordance with Section 12.2. The parties to this Agreement acknowledge that clause (b) of this Section 12.1 relates only to absolute assignments and this
Section 12.1 does not prohibit assignments creating security interests, including, without limitation, (x) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank
or (y) in the case of a Lender which is a Fund, any pledge or assignment of all or any portion of its rights under this Agreement and any Note to its trustee in support of its



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obligations to its trustee; provided however,that no such pledge or assignment creating a security interest shall
release the transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 12.3. The Agent may treat the Person which made any Credit Extension or which holds any Note as the
owner thereof for all purposes hereof unless and until such Person complies with Section 12.3; provided however, that the Agent may in its discretion (but shall not be required to) follow instructions from the Person which made any
Credit Extension or which holds any Note to direct payments relating to such Credit Extension or Note to another Person. Any assignee of the rights to any Credit Extension or any Note agrees by acceptance of such assignment to be bound by all the
terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Credit Extension (whether or not a Note has
been issued in evidence thereof), shall be conclusive and binding on any subsequent holder or assignee of the rights to such Credit Extension.



12.2. Participations



(a) Permitted Participants; Effect. Any Lender may at any time sell to one or more banks or other entities
(Participants) participating interests in any Credit Exposure of such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. In the event of any such sale
by a Lender of participating interests to a Participant, such Lenders obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations,
such Lender shall remain the owner of its Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such
Lender had not sold such participating interests, and the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lenders rights and obligations under the Loan Documents.



(b) Voting Rights. Each Lender shall retain the sole
right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver which would (i) require the consent of such Lender pursuant to
the terms of Section 8.3(b) or (ii) (A) increase the percentage advance rates or components of the Borrowing Base or (B) include additional categories of Collateral in the Borrowing Base which, in either case, would increase Availability, and
which would require the consent of such Lender pursuant to the terms of Section 8.3(a) or of any other Loan Document.



(c) Benefit of Certain Provisions. Each Loan Party agrees that each Participant shall be deemed to have the right of setoff
provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents,
provided that, each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each
Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2
as if each Participant were a Lender. The Borrower further agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to Section 12.3, provided that, (i) a Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2 or 3.5 than the Lender who sold the participating
interest to such Participant would have received had it retained such interest for its own account, unless



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the sale of such interest to such Participant is made with the prior written consent of the Borrower
Representative, and (ii) any Participant not incorporated under the laws of the U.S. or any state thereof agrees to comply with the provisions of Section 3.5 to the same extent as if it were a Lender.



12.3. Assignments



(a) Permitted Assignments. Any Lender may at any time
assign to one or more banks or other entities (Purchasers) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit G (an Assignment
Agreement). Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Credit Extensions of the
assigning Lender or (unless each of the Borrower Representative and the Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Credit Extensions (if
the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the Trade Date, if the Trade Date is specified in the assignment.



(b) Consents. The consent of the Borrower
Representative shall be required prior to an assignment becoming effective unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund, provided that, the consent of the Borrower Representative shall not be required if a
Default has occurred and is continuing. The consent of each of the Agent and the LC Issuer shall be required prior to an assignment becoming effective. Any consent required under this Section 12.3(b) shall not be unreasonably withheld or
delayed.



(c) Effect; Effective Date.
Upon (i) delivery to the Agent of a duly executed Assignment Agreement, together with any consents required by Sections 12.3(a) and 12.3(b), and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee
is waived by the Agent), such Assignment Agreement shall become effective on the effective date specified by the Agent in such Assignment Agreement. The Assignment Agreement shall contain a representation by the Purchaser to the effect that none of
the consideration used to make the purchase of the Commitment and Credit Exposure under the applicable Assignment Agreement constitutes plan assets as defined under ERISA and that the rights and interests of the Purchaser in and under
the Loan Documents will not be plan assets under ERISA. On and after the effective date of such Assignment Agreement, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on
behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and
Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement covering all of the assigning Lenders rights and obligations under this
Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and
termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 shall be treated for purposes of this Agreement as a sale by such Lender
of a participation in such rights and obligations in accordance with Section 12.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Agent and the Borrower shall, if the
transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as



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appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate,
replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment.



(d) Register. The Agent, acting solely for this purpose as an agent of the Borrower, shall maintain
at one of its offices in the U.S. a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Credit Extensions owing to, each
Lender pursuant to the terms hereof from time to time (the Register). The entries in the Register shall be conclusive, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to
time upon reasonable prior notice.



12.4. Dissemination of
Information. Each Loan Party authorizes each Lender to disclose to any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by operation of law (each a Transferee) and any prospective Transferee
any and all information in such Lenders possession concerning the creditworthiness of the Loan Parties, including without limitation any information contained in any Reports; provided that, each Transferee and prospective Transferee
agrees to be bound by Section 9.11 of this Agreement.



12.5. Tax Treatment. If any interest in any Loan Document is transferred to any Transferee which is not incorporated under the laws of the U.S. or any state thereof, the transferor Lender shall cause such Transferee, concurrently
with the effectiveness of such transfer, to comply with the provisions of Section 3.5(d); provided that in the case of a Participant, any forms will be provided directly to the transferor Lender rather than the Borrower.



12.6. Assignment by LC Issuer. Notwithstanding anything contained
herein, if at any time Chase assigns all of its Commitment and Loans pursuant to Section 12.3, Chase may, upon thirty days notice to the Borrower Representative and the Lenders, resign as LC Issuer. In the event of any such resignation
as LC Issuer, the Borrower Representative shall be entitled to appoint from among the Lenders a successor LC Issuer hereunder; provided however,that no failure by the Borrower Representative to appoint any such successor shall affect the
resignation of Chase as LC Issuer. If Chase resigns as LC Issuer, it shall retain all the rights and obligations of the LC Issuer hereunder with respect to the Facility LCs outstanding as of the effective date of its resignation as LC Issuer and all
LC Obligations with respect thereto (including the right to require the Lenders to make Revolving Loans or fund risk participations in outstanding Reimbursement Obligations pursuant to Section 2.1.2(d)).



ARTICLE XIII



NOTICES



13.1. Notices; Effectiveness; Electronic Communications.



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



(i) if to any Loan Party, at its address or telecopier number set forth on the signature page hereof;



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(ii) if to the Agent, at its address or telecopier number set forth on the signature page
hereof;



(iii) if to the LC Issuer, at its
address or telecopier number set forth on the signature page hereof;



(iv) if to a Lender, to it at its address or telecopier number set forth in its Administrative Questionnaire.



Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when
received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for
the recipient). Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).



(b) Electronic Communications. Notices and other communications to the Lenders and the LC Issuer
hereunder may be delivered or furnished by electronic communication (including e-mail and internet or intranet websites) pursuant to procedures approved by the Agent or as otherwise determined by the Agent, provided that, the foregoing shall
not apply to notices to any Lender or the LC Issuer pursuant to Article II if such Lender or the LC Issuer, as applicable, has notified the Agent that it is incapable of receiving notices under such Article by electronic communication. The
Agent or any Loan Party may, in its respective discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it or as it otherwise determines, provided that such
determination or approval may be limited to particular notices or communications. Notwithstanding the foregoing, in every instance, the Borrower Representative shall be required to provide paper copies of the Compliance Certificates required by
Section 6.1(e) to the Agent.



Unless
the Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the senders receipt of an acknowledgement from the intended recipient (such as by the return receipt
requested function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not given during the normal business hours of the recipient, such notice or communication shall be
deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient
at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.



13.2. Change of Address, Etc. Any party hereto may change its address or telecopier number for notices and other
communications hereunder by notice to the other parties hereto.



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ARTICLE XIV



COUNTERPARTS



This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto
may execute this Agreement by signing any such counterpart. This Agreement shall be effective when it has been executed by the Loan Parties, the Agent, the LC Issuer and the Lenders and each party has notified the Agent by facsimile transmission or
telephone that it has taken such action.



ARTICLE XV



GUARANTY



15.1. Guaranty. Each Guarantor hereby agrees that it is jointly and
severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of
the Secured Obligations and all costs and expenses including, without limitation, all court costs and attorneys and paralegals fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the
Agent, the LC Issuer and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, the Borrower, any Guarantor or any other guarantor of all or any part of the Secured Obligations
(such costs and expenses, together with the Secured Obligations, collectively the Guaranteed Obligations). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice
to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal.



15.2. Guaranty of Payment. This Guaranty is a guaranty of payment and not of collection. Each Guarantor waives any right to require the Agent, the
LC Issuer or any Lender to sue the Borrower, any Guarantor, any other guarantor, or any other person obligated for all or any part of the Guaranteed Obligations, or otherwise to enforce its payment against any collateral securing all or any part of
the Guaranteed Obligations.



15.3. No Discharge or
Diminishment of Guaranty



(a) Except as
otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the
indefeasible payment in full in cash of the Guaranteed Obligations), including:



(i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed
Obligations, by operation of law or otherwise;



(ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;



(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any
Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, or any other guarantor of or other person
liable for any of the Guaranteed Obligations; or



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(iv) the existence of any claim, setoff or other rights which any Guarantor may have at
any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.



(b) The obligations of each Guarantor hereunder are not
subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation
purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations, of the Guaranteed Obligations or any part thereof.



(c) Further, the obligations of any Guarantor hereunder are
not discharged or impaired or otherwise affected by:



(i) the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;



(ii) any waiver or modification of or supplement to any provision of any agreement relating to the
Guaranteed Obligations;



(iii) any release,
non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed
Obligations;



(iv) any action or failure to
act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;



(v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other
circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full
in cash of the Guaranteed Obligations).



15.4. Defenses
Waived. To the fullest extent permitted by applicable law, each Guarantor hereby waives any defense based on or arising out of any defense of the Borrower or any Guarantor or the unenforceability of all or any part of the Guaranteed Obligations
from any cause, or the cessation from any cause of the liability of the Borrower or any Guarantor, other than the indefeasible payment in full in cash of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Guarantor
irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any person against the Borrower,
any Guarantor, any other guarantor of any of the Guaranteed Obligations, or any other person. The Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such
Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed



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Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower,
any Guarantor, any other guarantor or any other person liable on any part of the Guaranteed Obligations or exercise any other right or remedy available to it against the Borrower, any Guarantor, any other guarantor or any other person liable on any
of the Guaranteed Obligations, without affecting or impairing in any way the liability of such Guarantor under this Guaranty except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in cash. To the fullest extent
permitted by applicable law, each Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or
remedy of any Guarantor against the Borrower, any other guarantor or any other person liable on any of the Guaranteed Obligations, as the case may be, or any security.



15.5. Rights of Subrogation. No Guarantor will assert any right, claim or cause of action, including, without
limitation, a claim of subrogation, contribution or indemnification that it has against the Borrower, any Guarantor, any person liable on the Guaranteed Obligations, or any collateral, until the Loan Parties and the Guarantors have fully performed
all their obligations to the Agent, the LC Issuer and the Lenders and the Commitments have been terminated.



15.6. Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations is rescinded or must otherwise
be restored or returned upon the insolvency, bankruptcy, or reorganization of the Borrower or otherwise, each Guarantors obligations under this Guaranty with respect to that payment shall be reinstated at such time as though the payment had
not been made and whether or not the Agent, the LC Issuer and the Lenders are in possession of this Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of
the Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Guarantors forthwith on demand by the Lender.



15.7. Information. Each Guarantor assumes all responsibility for being
and keeping itself informed of the Borrowers financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each Guarantor
assumes and incurs under this Guaranty, and agrees that neither the Agent, the LC Issuer nor any Lender shall have any duty to advise any Guarantor of information known to it regarding those circumstances or risks.



15.8. Termination. The Lenders may continue to make loans or extend
credit to the Borrower based on this Guaranty until five days after the Agent receives written notice of termination from any Guarantor. Notwithstanding receipt of any such notice, each Guarantor will continue to be liable to the Lender for any
Guaranteed Obligations created, assumed or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions for, all or any part of that
Guaranteed Obligations.



15.9. Taxes. All payments of
the Guaranteed Obligations will be made by each Guarantor free and clear of and without deduction for or on account of Taxes. If any Guarantor is required by law to deduct any Taxes from or in respect of any sum payable to the Lenders under this
Guaranty, (a) the sum payable must be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) the Lenders receive an amount equal to the sum it would have
received had no such deductions been made, (b) the Guarantors must then make such deductions, and must pay the full amount deducted to the relevant authority in accordance with applicable law, and (c) the Guarantors must furnish to the Lender as
promptly as possible but in any case within forty-five days after their due date certified copies of all official receipts evidencing payment thereof.



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15.10. Severability. The provisions of this Guaranty are severable, and in any action or
proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guaranty would otherwise
be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantors liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability
shall, without any further action by the Guarantors or the Lenders, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being
the relevant Guarantors Maximum Liability. This Section with respect to the Maximum Liability of each Guarantor is intended solely to preserve the rights of the Lenders to the maximum extent not subject to avoidance under
applicable law, and no Guarantor nor any other person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Guarantor hereunder shall not be
rendered voidable under applicable law. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Guarantor without impairing this Guaranty or affecting the rights and remedies
of the Lenders hereunder, provided that, nothing in this sentence shall be construed to increase any Guarantors obligations hereunder beyond its Maximum Liability.



15.11. Contribution. In the event any Guarantor (a Paying Guarantor) shall make any payment or
payments under this Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Guaranty, each other Guarantor (each a Non-Paying Guarantor) shall
contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantors Pro Rata Share of such payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this Article XV, each
Non-Paying Guarantors Pro Rata Share with respect to any such payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying
Guarantors Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantors Maximum Liability has not been determined, the aggregate
amount of all monies received by such Non-Paying Guarantor from the Borrower after the date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Guarantors hereunder (including such Paying
Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Guarantor, the aggregate amount of all monies
received by such Guarantors from the Borrower after the date hereof (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any Guarantors several liability for the entire amount of the Guaranteed
Obligations (up to such Guarantors Maximum Liability). Each of the Guarantors covenants and agrees that its right to receive any contribution under this Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment
to the payment in full in cash of the Guaranteed Obligations. This provision is for the benefit of both the Agent, the LC Issuer, the Lenders and the Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms
hereof.



15.12. Lending Installations. The Guaranteed
Obligations may be booked at any Lending Installation. All terms of this Guaranty apply to and may be enforced by or on behalf of any Lending Installation.



15.13. Liability Cumulative. The liability of each Loan Party as a Guarantor under this Article XV is in addition to and shall be cumulative
with all liabilities of each Loan Party to the Agent, the LC Issuer and the Lenders under this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations of liabilities of the other Loan Parties,
without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.



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ARTICLE XVI



CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL



16.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE
CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.



16.2. CONSENT TO JURISDICTION. EACH LOAN PARTY HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
ANY LOAN DOCUMENTS AND EACH LOAN PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE
OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT, THE LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF
ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY LOAN PARTY AGAINST THE AGENT, THE LC ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTION WITH ANY LOAN DOCUMENT SHALL BE
BROUGHT ONLY IN A COURT IN THE STATE OF NEW YORK.



16.3. WAIVER OF JURY TRIAL. EACH LOAN PARTY, THE AGENT, THE LC ISSUER AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.



ARTICLE XVII



THE BORROWER REPRESENTATIVE



17.1. Appointment; Nature of Relationship. PHI is hereby appointed by the Borrower as its contractual representative (herein referred to as the Borrower Representative) hereunder and
under each other Loan Document, and the Borrower irrevocably authorizes the Borrower Representative to act as the contractual representative of the Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The
Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article XVII. Additionally, the Borrower hereby appoints the Borrower Representative as its agent to receive all of the
proceeds of the Loans in the Funding Account, at which time the Borrower Representative shall promptly disburse such Loans to the Borrower. The Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable
to the Borrower Representative or the Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrower pursuant to this Section 17.1.



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17.2. Powers. The Borrower Representative shall have and may exercise such powers under the Loan
Documents as are specifically delegated to the Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative shall have no implied duties to the Borrower, or any
obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Representative.



17.3. Employment of Agents. The Borrower Representative may execute any of its duties as the Borrower
Representative hereunder and under any other Loan Document by or through Authorized Officers.



17.4. Notices. The Borrower shall immediately notify the Borrower Representative of the occurrence of any Default or Unmatured Default hereunder referring to this Agreement describing such Default or
Unmatured Default and stating that such notice is a notice of default. In the event that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice thereof to the Agent and the Lenders. Any
notice provided to the Borrower Representative hereunder shall constitute notice to the Borrower on the date received by the Borrower Representative.



17.5. Successor Borrower Representative. Upon the prior written consent of the Agent, the Borrower Representative may resign at any time,
such resignation to be effective upon the appointment of a successor Borrower Representative. The Agent shall give prompt written notice of such resignation to the Lenders.



17.6. Execution of Loan Documents; Borrowing Base Certificate. The Borrower hereby empowers and authorizes the
Borrower Representative, on behalf of the Borrower, to execute and deliver to the Agent and the Lenders the Loan Documents and all related agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the
purposes of the Loan Documents, including without limitation, the Borrowing Base Certificates and the Compliance Certificates. The Borrower agrees that any action taken by the Borrower Representative or the Borrower in accordance with the terms of
this Agreement or the other Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrower.



17.7. Reporting. The Borrower hereby agrees that
it shall furnish promptly to the Borrower Representative a copy of any certificate or report required hereunder or requested by the Borrower Representative on which the Borrower Representative shall rely to prepare the Borrowing Base Certificates
and Compliance Certificates required pursuant to the provisions of this Agreement.



[Signature Pages Follow]



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IN WITNESS WHEREOF, the Loan Parties, the Lenders, the LC Issuer and the Agent have executed this
Agreement as of the date first above written.



BORROWER:PETROLEUM HEAT AND POWER CO., INC.By:Name:Title:By:Name:Title:LOAN PARTIES:By:Name:Title:By:Name:Title:NOTICE ADDRESS FOR ALL LOAN PARTIES:c/oAddress:


Attention:Telephone:

(    )Facsimile:

(    )




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LENDERS:JPMORGAN CHASE BANK, N.A. Individually, as Agent and LC IssuerBy:Name:Title:Address:


Attention:Telephone:

(    )Facsimile:

(    )


By:Name:Title:By:Name:Title:




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