EX-10.1






Published CUSIP Number: 03075FAK6

Revolving Credit CUSIP Number: 03075FAL4




$600,000,000

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of December 15, 2017

by and among

AMERIGAS PROPANE, L.P.,

as Borrower,

AMERIGAS PROPANE, INC.,

as a Guarantor,

the Lenders referred to herein,

as Lenders,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

Swingline Lender and Issuing Lender

WELLS FARGO SECURITIES, LLC

as Sole Lead Arranger and Sole Bookrunner




	 	 	 	 	 	 	 	 	 
	ARTICLE IDEFINITIONS 1
	 	 	 	 
	Section 1.1
	 	Definitions	 	 	1	 
	Section 1.2
	 	Other Definitions and Provisions	 	 	30	 
	Section 1.3
	 	Accounting Terms	 	 	31	 
	Section 1.4
	 	Rounding	 	 	32	 
	Section 1.5
	 	References to Agreement and Laws	 	 	32	 
	Section 1.6
	 	Times of Day	 	 	32	 
	Section 1.7
	 	Letter of Credit Amounts	 	 	32	 
	ARTICLE IIREVOLVING CREDIT FACILITY
	 	 	32	 
	Section 2.1
	 	Revolving Credit Loans	 	 	32	 
	Section 2.2
	 	Swingline Loans	 	 	33	 







	 	 	 	Section 2.3 Procedure for Advances of Revolving Credit Loans and Swingline Loans 35	 





	 	 	 	 	 	 	 	 	 
	Section 2.4	 	Repayment and Prepayment of Revolving Credit and Swingline Loans36
	Section 2.5
	 	Permanent Reduction of the Revolving Credit Commitment	 	 	37	 
	Section 2.6
	 	Termination of Revolving Credit Facility	 	 	37	 
	ARTICLE IIILETTER OF CREDIT FACILITY
	 	 	37	 
	Section 3.1
	 	L/C Commitment	 	 	37	 
	Section 3.2
	 	Procedure for Issuance of Letters of Credit	 	 	39	 
	Section 3.3
	 	Commissions and Other Charges	 	 	39	 
	Section 3.4
	 	L/C Participations	 	 	40	 
	Section 3.5
	 	Reimbursement Obligation of the Borrower	 	 	41	 
	Section 3.6
	 	Obligations Absolute	 	 	41	 
	Section 3.7
	 	Effect of Letter of Credit Application	 	 	42	 
	ARTICLE IVGENERAL LOAN PROVISIONS
	 	 	42	 
	Section 4.1
	 	Interest	 	 	42	 
	Section 4.2
	 	Notice and Manner of Conversion or Continuation of Loans	 	 	44	 
	Section 4.3
	 	Fees	 	 	44	 
	Section 4.4
	 	Sharing of Payments	 	 	45	 
	Section 4.5
	 	Evidence of Indebtedness	 	 	45	 
	Section 4.6
	 	Adjustments	 	 	46	 
	Section 4.7
	 	Obligations of Lenders	 	 	47	 
	Section 4.8
	 	Changed Circumstances	 	 	47	 
	Section 4.9
	 	Indemnity	 	 	48	 
	Section 4.10
	 	Increased Costs	 	 	49	 
	Section 4.11
	 	Taxes	 	 	50	 
	Section 4.12
	 	Mitigation Obligations; Replacement of Lenders	 	 	54	 
	Section 4.13
	 	Incremental Loans	 	 	55	 
	Section 4.14
	 	Defaulting Lenders	 	 	57	 
	ARTICLE VCONDITIONS OF CLOSING AND BORROWING
	 	 	60	 
	Section 5.1
	 	Conditions to Closing and Initial Extensions of Credit	 	 	60	 
	Section 5.2
	 	Conditions to All Extensions of Credit	 	 	63	 
	ARTICLE VIREPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES63
	 	 	 	 
	Section 6.1
	 	Organization; Power; Qualification	 	 	63	 
	Section 6.2
	 	Ownership	 	 	64	 
	Section 6.3
	 	Authorization Enforceability	 	 	64	 







	 	 	 	Section 6.4 Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc 64	 





	 	 	 	 	 	 	 	 	 
	Section 6.5
	 	Compliance with Law; Governmental Approvals	 	 	65	 
	Section 6.6
	 	Tax Returns and Payments	 	 	65	 
	Section 6.7
	 	Intellectual Property Matters	 	 	65	 
	Section 6.8
	 	Environmental Matters	 	 	66	 
	Section 6.9
	 	Employee Benefit Matters	 	 	67	 
	Section 6.10
	 	Margin Stock	 	 	68	 
	Section 6.11
	 	Investment Company Act; Government Regulation	 	 	68	 
	Section 6.12
	 	Burdensome Provisions	 	 	68	 
	Section 6.13
	 	Financial Statements	 	 	68	 
	Section 6.14
	 	No Material Adverse Change	 	 	69	 
	Section 6.15
	 	Solvency	 	 	69	 
	Section 6.16
	 	Titles to Properties	 	 	69	 
	Section 6.17
	 	Insurance	 	 	69	 
	Section 6.18
	 	Liens	 	 	69	 
	Section 6.19
	 	Indebtedness and Guaranty Obligations	 	 	69	 
	Section 6.20
	 	Litigation	 	 	69	 
	Section 6.21
	 	Absence of Defaults	 	 	70	 
	Section 6.22
	 	Senior Indebtedness Status	 	 	70	 
	Section 6.23
	 	Anti-Corruption Laws and Sanctions	 	 	70	 
	Section 6.24
	 	Disclosure	 	 	70	 
	Section 6.25
	 	Matters Relating to the General Partner	 	 	71	 
	ARTICLE VIIFINANCIAL INFORMATION AND NOTICES
	 	 	71	 
	Section 7.1
	 	Financial Statements and Projections	 	 	71	 
	Section 7.2
	 	Officer’s Compliance Certificate	 	 	72	 
	Section 7.3
	 	Accountants’ Certificate	 	 	73	 
	Section 7.4
	 	Other Reports	 	 	73	 
	Section 7.5
	 	Notice of Litigation and Other Matters	 	 	73	 
	Section 7.6
	 	Accuracy of Information	 	 	75	 
	ARTICLE VIIIAFFIRMATIVE COVENANTS
	 	 	75	 
	Section 8.1
	 	Preservation of Corporate Existence and Related Matters	 	 	76	 
	Section 8.2
	 	Maintenance of Property and Licenses	 	 	76	 
	Section 8.3
	 	Insurance	 	 	76	 
	Section 8.4
	 	Accounting Methods and Financial Records	 	 	76	 
	Section 8.5
	 	Payment of Taxes and Other Obligations	 	 	76	 
	Section 8.6
	 	Compliance With Laws and Approvals	 	 	77	 
	Section 8.7
	 	Environmental Laws	 	 	77	 
	Section 8.8
	 	Compliance with ERISA	 	 	77	 
	Section 8.9
	 	Compliance with Agreements	 	 	77	 
	Section 8.10
	 	Visits and Inspections; Lender Meetings	 	 	78	 
	Section 8.11
	 	Additional Subsidiaries	 	 	78	 
	Section 8.12
	 	Use of Proceeds	 	 	79	 
	Section 8.13
	 	Further Assurances	 	 	79	 
	Section 8.14
	 	Non-Consolidation	 	 	79	 
	Section 8.15
	 	Covenants of the General Partner	 	 	79	 
	ARTICLE IXFINANCIAL COVENANTS
	 	 	80	 
	Section 9.1
	 	Consolidated MLPTotal Leverage Ratio	 	 	80	 
	Section 9.2
	 	Consolidated Borrower Total Leverage Ratio	 	 	80	 
	Section 9.3
	 	Interest Coverage Ratio	 	 	80	 
	ARTICLE XNEGATIVE COVENANTS
	 	 	80	 
	Section 10.1
	 	Limitations on Indebtedness	 	 	80	 
	Section 10.2
	 	Limitations on Liens	 	 	82	 
	Section 10.3
	 	Limitations on Investments	 	 	84	 
	Section 10.4
	 	Limitations on Fundamental Changes	 	 	86	 
	Section 10.5
	 	Limitations on Asset Dispositions	 	 	87	 
	Section 10.6
	 	Limitations on Restricted Payments	 	 	88	 
	Section 10.7
	 	Transactions with Affiliates	 	 	89	 
	Section 10.8
	 	Certain Accounting Changes; Organizational Documents	 	 	89	 
	Section 10.9
	 	No Further Negative Pledges; Restrictive Agreements	 	 	89	 
	Section 10.10
	 	Nature of Business	 	 	90	 
	Section 10.11
	 	Sale Leasebacks	 	 	90	 
	Section 10.12
	 	Hedge Agreements	 	 	90	 
	Section 10.13
	 	Disposal of Subsidiary Interests	 	 	91	 
	Section 10.14
	 	Covenant of the General Partner	 	 	91	 
	ARTICLE XIDEFAULT AND REMEDIES
	 	 	91	 
	Section 11.1
	 	Events of Default	 	 	91	 
	Section 11.2
	 	Remedies	 	 	93	 
	Section 11.3
	 	Rights and Remedies Cumulative; Non-Waiver; etc	 	 	94	 
	Section 11.4
	 	Crediting of Payments and Proceeds	 	 	94	 
	Section 11.5
	 	Administrative Agent May File Proofs of Claim	 	 	95	 
	ARTICLE XIITHE ADMINISTRATIVE AGENT
	 	 	96	 
	Section 12.1
	 	Appointment and Authority	 	 	96	 
	Section 12.2
	 	Rights as a Lender	 	 	96	 
	Section 12.3
	 	Exculpatory Provisions	 	 	97	 
	Section 12.4
	 	Reliance by the Administrative Agent	 	 	98	 
	Section 12.5
	 	Delegation of Duties	 	 	98	 
	Section 12.6
	 	Resignation of Administrative Agent	 	 	98	 
	Section 12.7
	 	Non-Reliance on Administrative Agent and Other Lenders	 	 	99	 
	Section 12.8
	 	No Other Duties, etc	 	 	100	 
	Section 12.9
	 	Guaranty Matters	 	 	100	 
	Section 12.10
	 	Release of Guarantees of Subsidiaries	 	 	100	 
	Section 12.11
	 	Specified Hedge Agreements	 	 	100	 
	ARTICLE XIIIMISCELLANEOUS
	 	 	100	 
	Section 13.1
	 	Notices	 	 	100	 
	Section 13.2
	 	Amendments, Waivers and Consents	 	 	102	 
	Section 13.3
	 	Expenses; Indemnity	 	 	104	 
	Section 13.4
	 	Right of Set Off	 	 	106	 
	Section 13.5
	 	Governing Law; Jurisdiction, Etc	 	 	107	 
	Section 13.6
	 	Waiver of Jury Trial	 	 	108	 
	Section 13.7
	 	Reversal of Payments	 	 	108	 
	Section 13.8
	 	Injunctive Relief; Punitive Damages	 	 	108	 
	Section 13.9
	 	Accounting Matters	 	 	108	 
	Section 13.10
	 	Successors and Assigns; Participations	 	 	109	 
	Section 13.11
	 	Confidentiality	 	 	113	 
	Section 13.12
	 	Performance of Duties	 	 	114	 
	Section 13.13
	 	All Powers Coupled with Interest	 	 	114	 
	Section 13.14
	 	Survival	 	 	114	 
	Section 13.15
	 	Titles and Captions	 	 	114	 
	Section 13.16
	 	Severability of Provisions	 	 	114	 
	Section 13.17
	 	Counterparts; Integration; Effectiveness; Electronic Execution	 	 	115	 
	Section 13.18
	 	Term of Agreement	 	 	115	 
	Section 13.19
	 	USA Patriot Act	 	 	115	 
	Section 13.20
	 	Inconsistencies with Other Documents	 	 	116	 
	Section 13.21
	 	Excluded Swap Obligations	 	 	116	 
	Section 13.22
	 	No Fiduciary or Advisory Relationship	 	 	117	 







	 	 	 	Section 13.23 Acknowledgement and Consent to Bail-In of EEA Financial Institutions
117	 





	 	 	 	 	 	 	 	 	 
	Section 13.24
	 	Lender ERISA Matters	 	 	118	 
	Section 13.25
	 	Amendment and Restatement of Existing Credit Agreement	 	 	120	 






	 	 	 	 	 
	EXHIBITS
	 	

	 	


	 
	 	

	 	


	Exhibit A-1

Exhibit A-2

Exhibit B

Exhibit C

Exhibit D

Exhibit E

Exhibit F

Exhibit G

Exhibit H

Exhibit I

Exhibit J-1

Exhibit J-2

Exhibit J-3

Exhibit J-4

SCHEDULES
	 	-

-

-

-

-

-

-

-

-

-

-

-

-

-



	 	Form of Amended and Restated Revolving Credit Note

Form of Second Amended and Restated Swingline Note

Form of Notice of Borrowing

Form of Notice of Account Designation

Form of Notice of Prepayment

Form of Notice of Conversion/Continuation

Form of Officer’s Compliance Certificate

Form of Assignment and Assumption

Form of Second Amended and Restated Guaranty Agreement

Form of Joinder Agreement

Form of U.S. Tax Compliance Certificate For Foreign

Lenders That Are Not Partnerships For U.S. Federal

Income Tax Purposes

Form of U.S. Tax Compliance Certificate For Foreign

Participants That Are Not Partnerships For U.S. Federal

Income Tax Purposes

Form of U.S. Tax Compliance Certificate For Foreign

Participants That Are Partnerships For U.S. Federal

Income Tax Purposes

Form of U.S. Tax Compliance Certificate For Foreign

Lenders That Are Partnerships For U.S. Federal Income

Tax Purposes




	 
	 	

	 	


	Schedule 1.1-1

Schedule 1.1-2

Schedule 6.1

Schedule 6.2

Schedule 6.8

Schedule 6.9

Schedule 6.19

Schedule 10.2

Schedule 10.3

Schedule 10.7
	 	-

-

-

-

-

-

-

-

-

-
	 	Existing Letters of Credit

Revolving Credit Commitments

Jurisdictions of Organization and Qualification

Subsidiaries and Capitalization

Environmental Matters

ERISA Plans

Indebtedness and Guaranty Obligations

Existing Liens

Existing Loans, Advances and Investments

Transactions with Affiliates







SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 15, 2017, by and
among AMERIGAS PROPANE, L.P., a Delaware limited partnership (the “Borrower”), AMERIGAS
PROPANE, INC., a Pennsylvania corporation (the “General Partner”), the lenders who are
party to this Agreement from time to time (the “Lenders”) and WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.



STATEMENT OF PURPOSE




The Borrower, the General Partner, certain of the Lenders and the Administrative Agent are
party to that certain Amended and Restated Credit Agreement, dated as of June 18, 2014 (as amended,
restated, supplemented or otherwise modified from time to time prior to the date hereof, the
“Existing Credit Agreement”).



The Borrower has requested, and, subject to the terms and conditions hereof, the
Administrative Agent and the Lenders party hereto have agreed, to amend and restate the Existing
Credit Agreement as of the Restatement Date as set forth herein for the purpose of, among other
things, increasing the Revolving Credit Commitment and extending the Revolving Credit Maturity
Date, all on the terms and conditions of this Agreement.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, such parties hereby agree as follows:



ARTICLE I




DEFINITIONS




Section 1.1 Definitions. The following terms when used in this Agreement shall have
the meanings assigned to them below:



“Accounts Receivable Securitization” means a financing arrangement involving the
transfer or sale of accounts receivable of the Borrower and its Restricted Subsidiaries in the
ordinary course of business through one or more SPEs, the terms of which arrangement do not impose
(a) any recourse or repurchase obligations upon the Borrower and its Restricted Subsidiaries or any
Affiliate of the Borrower and its Restricted Subsidiaries (other than any such SPE) except to the
extent of the breach of a representation or warranty by the Borrower and its Restricted
Subsidiaries in connection therewith or (b) any negative pledge or Lien on any accounts receivable
not actually transferred to any such SPE in connection with such arrangement; provided that
the aggregate amount of accounts receivable that may be securitized in all Accounts Receivable
Securitizations at any one time may not exceed $100,000,000.



“Act” means the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)), as amended.



“Administrative Agent” means Wells Fargo, in its capacity as Administrative Agent
hereunder, and any successor thereto appointed pursuant to Section 12.6.



“Administrative Agent’s Office” means the office of the Administrative Agent specified
in or determined in accordance with the provisions of Section 13.1(c).



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



“Affiliate” means, with respect to any Person, any other Person (other than a
Subsidiary of the Borrower) which directly or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, such first Person or any of its
Subsidiaries. The term “control” means (a) the power to vote 20% or more of the securities or
other equity interests of a Person having ordinary voting power, or (b) the possession, directly or
indirectly, of any other power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, by contract or otherwise. The terms
“controlling” and “controlled” have meanings correlative thereto.



“Agreement” means this Second Amended and Restated Credit Agreement.



“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction
applicable to any Covered Person from time to time concerning or relating to bribery or corruption,
including, without limitation, the United States Foreign Corrupt Practices Act of 1977 and the
rules and regulations thereunder and the U.K. Bribery Act of 2010 and the rules and regulations
thereunder.



“Anti-Money Laundering Laws” means any and all laws, statutes, regulations or
obligatory government orders, decrees, ordinances or rules applicable to a Credit Party, its
Subsidiaries or Affiliates related to terrorism financing or money laundering, including any
applicable provision of the Act and The Currency and Foreign Transactions Reporting Act (also known
as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12U.S.C. §§ 1818(s), 1820(b) and 1951-1959).



“Applicable Law” means all applicable provisions of constitutions, laws, statutes,
ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders
of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.



“Applicable Margin” means the corresponding percentages per annum as set forth below
based on the Consolidated MLP Total Leverage Ratio:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pricing	 	Consolidated MLP Total	 	Commitment	 	LIBOR Rate Loans	 	 
	Level	 	Leverage Ratio	 	Fee	 	L/C Commissions	 	Base Rate Loans
	I
	 	Less than or equal to 3.00 to 1.00

	 	 	0.300	%	 	 	1.50	%	 	 	0.50	%
	 
	 	 

	 	 	 	 	 	 	 	 	 	 	 	 
	II
	 	Greater than 3.00 to 1.00, but

less than or equal to 3.50 to

1.00

	 	0.300%





	 	1.75%





	 	0.75%






	 
	 	 

	 	 	 	 	 	 	 	 	 	 	 	 
	III
	 	Greater than 3.50 to 1.00, but

less than or equal to 4.00 to

1.00

	 	0.325%





	 	2.00%





	 	1.00%






	 
	 	 

	 	 	 	 	 	 	 	 	 	 	 	 
	IV
	 	Greater than 4.00 to 1.00, but

less than or equal to 4.50 to

1.00

	 	0.375%





	 	2.25%





	 	1.25%






	 
	 	 

	 	 	 	 	 	 	 	 	 	 	 	 
	V
	 	Greater than 4.50 to 1.00 but

less than or equal to 5.25 to

1.00

	 	0.450%





	 	2.50%





	 	1.50%






	 
	 	 

	 	 	 	 	 	 	 	 	 	 	 	 
	VI
	 	Greater than 5.25 to 1.00

	 	 	0.500	%	 	 	2.75	%	 	 	1.75	%
	 
	 	 

	 	 	 	 	 	 	 	 	 	 	 	 






The Applicable Margin shall be determined and adjusted quarterly on the date (each a
“Calculation Date”) ten (10) Business Days after the day by which the Borrower is required
to provide an Officer’s Compliance Certificate pursuant to Section 7.2 for the most
recently ended fiscal quarter of the Borrower; provided that (a) the Applicable Margin
shall be based on Pricing Level V, as determined by the Officer’s Compliance Certificate most
recently delivered to the Administrative Agent under the Existing Credit Agreement prior to the
Restatement Date and, thereafter the Pricing Level shall be determined by reference to the
Consolidated MLP Total Leverage Ratio as of the last day of the most recently ended fiscal quarter
of the Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide
the Officer’s Compliance Certificate as required by Section 7.2 for the most recently ended
fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin
from such Calculation Date shall be based on Pricing Level VI until such time as an appropriate
Officer’s Compliance Certificate is provided, at which time the Pricing Level shall be determined
by reference to the Consolidated MLP Total Leverage Ratio as of the last day of the most recently
ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin shall
be effective from one Calculation Date until the next Calculation Date. Any adjustment in the
Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently
made or issued. Notwithstanding the foregoing, in the event that any financial statement or
Officer’s Compliance Certificate delivered pursuant to Section 7.1 or 7.2 is shown
to be inaccurate (regardless of whether (i) this Agreement is in effect, (ii) the Revolving Credit
Commitments are in effect, or (iii) any Extension of Credit is outstanding when such inaccuracy is
discovered or such financial statement or Officer’s Compliance Certificate was delivered), and such
inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any
period (an “Applicable Period”) than the Applicable Margin applied for such Applicable
Period, then (x) the Borrower shall immediately deliver to the Administrative Agent a corrected
Officer’s Compliance Certificate for such Applicable Period, (y) the Applicable Margin for such
Applicable Period shall be determined as if the Consolidated MLP Total Leverage Ratio in the
corrected Officer’s Compliance Certificate were applicable for such Applicable Period, and (z) the
Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent the
accrued additional interest and fees owing as a result of such increased Applicable Margin for such
Applicable Period, which payment shall be promptly applied by the Administrative Agent in
accordance with Section 4.4. Nothing in this paragraph shall limit the rights of the
Administrative Agent and Lenders with respect to Sections 4.1(c) and 11.2 nor any
of their other rights under this Agreement. The Borrower’s obligations under this paragraph shall
survive the termination of the Revolving Credit Commitments and the repayment of all other
Obligations hereunder.



“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 Wells Fargo Securities, LLC, in its capacity as sole lead arranger
and sole bookrunner, and its successors.



“Asset Disposition” means the disposition of any or all of the assets (including any
Capital Stock owned thereby) of any Credit Party or any Subsidiary thereof whether by sale, lease,
transfer or otherwise. The term “Asset Disposition” shall not include any Equity Issuance but
shall include any Subsidiary Disposition. The term “Asset Disposition” shall not include any
transfer of assets or issuance or sale of Capital Stock by the Borrower or any Subsidiary to any
other Person in exchange for other assets used in a line of business permitted by Section 10.10
and having a fair market value (as determined in good faith by the General Partner) of not less
than that of the assets so transferred or the Capital Stock so issued or sold.



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



“Attributable Indebtedness” means, on any date of determination, (a) in respect of any
Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of
such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic
Lease, the capitalized amount or principal amount of the remaining lease payments under the
relevant lease that would appear on a balance sheet of such Person prepared as of such date in
accordance with GAAP if such lease were accounted for as a Capital Lease.



“Available Cash” means, as to any calendar quarter:



(a) the sum of (i) all cash of the Borrower and its Subsidiaries on hand at the end of such
quarter and (ii) all additional cash of the Borrower and its Subsidiaries on hand on the date of
determination of Available Cash with respect to such quarter resulting from borrowings subsequent
to the end of such quarter, less



(b) the amount of cash reserves that is necessary or appropriate in the reasonable discretion
of the General Partner to (i) provide for the proper conduct of the business of the Borrower and
its Subsidiaries (including reserves for future capital expenditures) subsequent to such quarter,
(ii) provide funds for distributions under Section 5.3(a), 5.3(b), 5.3(c) or 5.4(a) of the
partnership agreement of MLP (such Sections as in effect on the Restatement Date, together with all
related definitions, being hereby incorporated herein in the form included in such partnership
agreement on the Restatement Date and without regard to any subsequent amendments or waivers of the
provisions of, or any termination of, such partnership agreement) in respect of any one or more of
the next four quarters, or (iii) comply with applicable law or any debt instrument or other
agreement or obligation to which the Borrower or any Subsidiary is a party or its assets are
subject; provided that Available Cash attributable to any Subsidiary shall be excluded to
the extent dividends or distributions of such Available Cash by such Subsidiary are not at the date
of determination permitted by the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or other regulation.



“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the
applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.



“Bail-In Legislation” means, with respect to any EEA Member Country implementing
Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European
Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.



“Base Rate” means, at any time, the highest of (a) the Prime Rate, (b) the Federal
Funds Rate plus 0.50% and (c) except during any period of time during which a notice
delivered to the Borrower under Section 4.8 shall remain in effect, the LIBOR Rate
plus 1%; each change in the Base Rate shall take effect simultaneously with the
corresponding change or changes in the Prime Rate, the Federal Funds Rate or LIBOR.



“Base Rate Loan” means any Loan bearing interest at a rate based upon the Base Rate as
provided in Section 4.1(a).



“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that
is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any
Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title
I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.



“Borrower” has the meaning assigned thereto in the introductory paragraph hereto.



“Borrower Materials” has the meaning assigned thereto in Section 7.5



“Business Day” means (a) for all purposes other than as set forth in clause
(b) below, any day other than a Saturday, Sunday or legal holiday on which banks in Charlotte,
North Carolina and New York, New York, are open for the conduct of their commercial banking
business, and (b) with respect to all notices and determinations in connection with, and payments
of principal and interest on, any LIBOR Rate Loan, or any Base Rate Loan as to which the interest
rate is determined by reference to LIBOR, any day that is a Business Day described in clause
(a) and that is also a day for trading by and between banks in Dollar deposits in the London
interbank market.



“Calculation Date” has the meaning assigned thereto in the definition of “Applicable
Margin”.



“Capital Lease” means any lease of any property by the Borrower or any of its
Subsidiaries, as lessee, that should, in accordance with GAAP, be classified and accounted for as a
capital lease on a Consolidated balance sheet of the Borrower and its Subsidiaries.



“Capital Stock” means (a) in the case of a corporation, capital stock, (b) in the case
of an association or business entity, any and all shares, interests, participations, rights or
other equivalents (however designated) of capital stock, (c) in the case of a partnership,
partnership interests (whether general or limited), (d) in the case of a limited liability company,
membership interests, (e) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the issuing Person and
(f) any and all warrants, rights or options to purchase any of the foregoing.



“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative
Agent, for the benefit of one or more of the Issuing Lender and/or Lenders, as collateral for L/C
Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations,
cash or deposit account balances or, if the Administrative Agent and the Issuing Lender shall agree
in their sole discretion, other credit support, in each case pursuant to documentation in form and
substance satisfactory to the Administrative Agent and the Issuing Lender. “Cash
Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of
such cash collateral and other credit support.



“Cash Equivalents” means, collectively, (a) marketable direct obligations issued or
unconditionally guaranteed by the United States or any agency thereof maturing within three hundred
sixty-five (365) days from the date of acquisition thereof, (b) commercial paper maturing no more
than three hundred sixty five (365) days from the date of creation thereof and currently having the
highest rating obtainable from either S&P or Moody’s, (c) certificates of deposit maturing one (1)
year or less from the date of acquisition thereof issued by commercial banks incorporated under the
laws of the United States or any state thereof or the District of Columbia or Canada (A) the
commercial paper or other short term unsecured debt obligations of which are as at such date rated
either “A-2” or better (or comparably if the rating system is changed) by S&P or “Prime-2” or
better (or comparably if the rating system is changed) by Moody’s or (B) the long-term debt
obligations of which are as at such date rated “A” or better (or comparably if the rating system is
changed) by either S&P or Moody’s, (d) time deposits maturing no more than thirty (30) days from
the date of creation thereof with commercial banks or savings banks or savings and loan
associations each having membership either in the FDIC or the deposits of which are insured by the
FDIC and in amounts not exceeding the maximum amounts of insurance thereunder, (e) money market
deposit accounts issued or offered by any domestic office of any commercial bank organized under
the laws of the United States of America or any State thereof which has a combined capital and
surplus and undivided profits of not less than $500,000,000 or (f) money market mutual funds having
as at such date one of the two highest ratings obtainable from either S&P or Moody’s.



“Change in Control” means (a) UGI shall fail to own directly or indirectly 51% of the
general partnership interests in the Borrower, or, if the Borrower shall have been converted to a
corporate form, at least 51% of the voting shares of the Borrower; or (b) UGI shall fail to own
directly or indirectly at least a 20% ownership interest in the Borrower.



“Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty or in the administration, interpretation, implementation or
application thereof by any Governmental Authority or (c) the making or issuance of any request,
rule, guideline or directive (whether or not having the force of law) by any Governmental
Authority; provided that notwithstanding anything herein to the contrary, (x) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or
directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in
Law”, regardless of the date enacted, adopted or issued.



“Code” means the Internal Revenue Code of 1986, and the rules and regulations
thereunder, each as amended or modified from time to time.



“Commitment Fee” has the meaning assigned thereto in Section 4.3(a).



“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § et seq.),
as amended from time to time, and any successor statute.



“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured
by net income (however denominated) or that are franchise Taxes or branch profits Taxes.



“Consolidated” means, when used with reference to financial statements or financial
statement items of any Person, such statements or items on a consolidated basis in accordance with
applicable principles of consolidation under GAAP.



“Consolidated Borrower Total Leverage Ratio” means, as of any date of determination,
the ratio of (a) Consolidated Total Indebtedness of the Borrower and its Subsidiaries on such date
to (b) Consolidated EBITDA of the Borrower and its Subsidiaries for the period of four (4)
consecutive fiscal quarters ending on or immediately prior to such date.



“Consolidated EBITDA” means, for any period, the sum of the following determined on a
Consolidated basis, without duplication, for any Person and its Subsidiaries in accordance with
GAAP: (a) Consolidated Net Income for such period plus (b) the sum of the following,
without duplication, to the extent deducted in determining Consolidated Net Income: (i)
Consolidated Interest Expense, (ii) Consolidated Income Tax Expense, and (iii) depreciation and
amortization of property, plant and equipment and intangible assets, in each case for such period.
For purposes of the Consolidated MLP Total Leverage Ratio and the Consolidated Borrower Total
Leverage Ratio, Consolidated EBITDA (x) shall be adjusted on a Pro Forma Basis for (1) any
Permitted Acquisition which is in excess of $25,000,000 or (2) Asset Dispositions which,
individually or in the aggregate, are in excess of $25,000,000 and (y) may be adjusted on a Pro
Forma Basis for any Permitted Acquisition which individually is less than $25,000,000 but, when
taken together with all other Permitted Acquisitions, is in excess of $25,000,000.



“Consolidated Income Tax Expense” means the following determined on a Consolidated
basis, without duplication, for any Person and its Subsidiaries in accordance with GAAP, the
provision for federal, state, local and foreign income taxes of such Person and its Subsidiaries
for such period.



“Consolidated Interest Expense” means, for any period, the interest expense for such
period determined on a Consolidated basis for any Person and its Subsidiaries in accordance with
GAAP.



“Consolidated MLP Total Leverage Ratio” means, as of any date of determination, the
ratio of (a) Consolidated Total Indebtedness of MLP and its Subsidiaries on such date to
(b) Consolidated EBITDA of MLP and its Subsidiaries for the period of four (4) consecutive fiscal
quarters ending on or immediately prior to such date.



“Consolidated Net Income” means, for any period, the net income of any Person and its
Subsidiaries for such period, determined on a Consolidated basis, without duplication, in
accordance with GAAP; provided, in calculating Consolidated Net Income of any Person (the
“CNI Person”) and its Subsidiaries for any period, there shall be excluded (i) net
after-tax extraordinary gains or losses, (ii) net after-tax gains or losses attributable to Asset
Dispositions, (iii) the net income or loss of any Person which is not a Subsidiary of such CNI
Person and which is accounted for by the equity method of accounting; provided, that
Consolidated Net Income shall include the amount of dividends or distributions actually paid to
such CNI Person or any Subsidiary of such CNI Person, (iv) the net income of any Subsidiary of such
CNI Person to the extent that dividends or distributions of such net income are not at the date of
determination permitted by the terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule or other regulation, (v) the net after-tax gains or losses attributable to the
early extinguishment of Indebtedness, (vi) the net after-tax gains or losses attributable to the
early termination of any Hedge Agreement, (vii) unrealized gains or losses attributable to any
Hedge Agreement and (viii) the cumulative effect of any changes in accounting principles.



“Consolidated Net Tangible Assets” means, as of any date of determination; the sum of
the following determined on a Consolidated basis, without duplication, in accordance with GAAP, (i)
the Total Assets, as of such date, minus (ii) all current liabilities of the Borrower and
its Subsidiaries, as of such date (other than (A) any current liabilities which are by their terms
extendible or renewable at the option of the obligor thereon to a time more than twelve (12) months
after the time as of which the amount thereof is being computed and (B) current maturities of long
term debt), minus (iii) all goodwill, trade names, trademarks, patents, licenses, purchased
technology, unamortized debt discount and expenses and other like intangible assets of the Borrower
and its Subsidiaries, as of such date.



“Consolidated Total Indebtedness” means, as of any date of determination with respect
to any Person and its Subsidiaries on a Consolidated basis without duplication, the sum of all
Indebtedness of such Person and its Subsidiaries; provided that Consolidated Total
Indebtedness shall not include any surety bonds or Indebtedness of the type described in clause
(f) or (h) of the definition of such term.



“Covered Person” means the General Partner, the Borrower, any Guarantor, any
Subsidiary of the Borrower or any Guarantor or any Affiliate of the Borrower or any Guarantor.



“Credit Facility” means, collectively, the Revolving Credit Facility, the Swingline
Facility and the L/C Facility.



“Credit Parties” means, collectively, the Borrower and the Guarantors.



“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws
of the United States or other applicable jurisdictions from time to time in effect.



“Default” means any of the events specified in Section 11.1 which with the
passage of time, the giving of notice or any other condition, would constitute an Event of Default.



“Defaulting Lender” means, subject to Section 4.14(b), any Lender that (a) has
failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such
Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and
the Borrower in writing that such failure is the result of such Lender’s determination that one or
more conditions precedent to funding (each of which conditions precedent, together with any
applicable default, shall be specifically identified in such writing) has not been satisfied, or
(ii) pay to the Administrative Agent, the Issuing Lender, the Swingline Lender or any other Lender
any other amount required to be paid by it hereunder (including in respect of its participation in
Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has
notified the Borrower, the Administrative Agent, the Issuing Lender or the Swingline Lender in
writing that it does not intend to comply with its funding obligations hereunder, or has made a
public statement to that effect (unless such writing or public statement relates to such Lender’s
obligation to fund a Loan hereunder and states that such position is based on such Lender’s
determination that a condition precedent to funding (which condition precedent, together with any
applicable default, shall be specifically identified in such writing or public statement) cannot be
satisfied), (c) has failed, within three (3) Business Days after written request by the
Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the
Borrower that it will comply with its prospective funding obligations hereunder (provided that such
Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of
such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a
direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor
Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with reorganization or liquidation
of its business or assets, including the Federal Deposit Insurance Corporation or any other state
or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In
Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the
ownership or acquisition of any equity interest in that Lender or any direct or indirect parent
company thereof by a Governmental Authority so long as such ownership interest does not result in
or provide such Lender with immunity from the jurisdiction of courts within the United States or
from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or
such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements
made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting
Lender under clauses (a) through (d) above shall be conclusive and binding absent
manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section
4.14(b)) upon delivery of written notice of such determination to the Borrower, the Issuing
Lender, the Swingline Lender and each Lender.



“Dispute” means any dispute, claim or controversy arising out of, connected with or
relating to this Agreement or any other Loan Document, between or among parties hereto and to the
other Loan Documents.



“Disqualified Capital Stock” means any Capital Stock that, by its terms (or by the
terms of any security or other Capital Stock into which it is convertible or for which it is
exchangeable) or upon the happening of any event or condition, (a) matures or is mandatorily
redeemable (other than solely for Qualified Capital Stock), pursuant to a sinking fund obligation
or otherwise (except as a result of a change of control or asset sale so long as any rights of the
holders thereof upon the occurrence of a change of control or asset sale event shall be subject to
the prior repayment in full of the Loans and all other Obligations that are accrued and payable and
the termination of the Revolving Credit Commitments), (b) is redeemable at the option of the holder
thereof (other than solely for Qualified Capital Stock) (except as a result of a change of control
or asset sale so long as any rights of the holders thereof upon the occurrence of a change of
control or asset sale event shall be subject to the prior repayment in full of the Loans and all
other Obligations that are accrued and payable and the termination of the Revolving Credit
Commitments), in whole or in part, (c) provides for the scheduled payment of dividends in cash or
(d) is or becomes convertible into or exchangeable for Indebtedness or any other Capital Stock that
would constitute Disqualified Capital Stock, in each case, prior to the date that is 91 days after
the Revolving Credit Maturity Date; provided, that if such Capital Stock is issued pursuant
to a plan for the benefit of the Borrower or its Subsidiaries or by any such plan to such
employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may
be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable
statutory or regulatory obligations.



“Dollars” or “$” means, unless otherwise qualified, dollars in lawful currency
of the United States.



“Domestic Subsidiary” means any Subsidiary organized under the laws of any political
subdivision of the United States.



“EEA Financial Institution” means (a) any credit institution or investment firm
established in any EEA Member Country which is subject to the supervision of an EEA Resolution
Authority, (b) any entity established in an EEA Member Country which is a parent of an institution
described in clause (a) of this definition, or (c) any financial institution established in an EEA
Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this
definition and is subject to consolidated supervision with its parent.



“EEA Member Country” means any of the member states of the European Union, Iceland,
Liechtenstein, and Norway.



“EEA Resolution Authority” means any public administrative authority or any Person
entrusted with public administrative authority of any EEA Member Country (including any delegee)
having responsibility for the resolution of any credit institution or investment firm established
in any EEA Member Country.



“Employee Benefit Plan” means any employee benefit plan (as defined in Section 3(3) of
ERISA) which the Borrower sponsors, maintains or has any obligation under or to which the Borrower
makes, is making or is obligated to make contributions and includes any Pension Plan.



“Environmental Claims” means any and all administrative, regulatory or judicial
actions, suits, demands, demand letters, claims, fines, settlements, liens, accusations,
allegations, notices of noncompliance or violation, proceedings, or investigations (other than
internal reports prepared by any Person in the ordinary course of business and not in response to
any third party action or request of any kind) relating in any way to (i) the presence of Hazardous
Materials, (ii) any actual or alleged violation of or liability under any Environmental Law, or
(iii) any permit issued, or any approval given, under any such Environmental Law. Environmental
Claims shall include any and all claims by Governmental Authorities or third parties for
enforcement, cleanup, removal, response, remedial or other actions or damages, contribution,
indemnification cost recovery, compensation or injunctive relief resulting from Hazardous Materials
or arising from alleged injury or threat of injury to human health or the environment.



“Environmental Laws” means any and all federal, foreign, state, provincial and local
laws, statutes, ordinances, codes, rules, standards and regulations, permits, licenses, approvals,
interpretations and orders of courts or Governmental Authorities, relating to the protection of
human health or the environment, including, but not limited to, requirements pertaining to the
manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling,
reporting, licensing, permitting, investigation or remediation of Hazardous Materials.



“Equity Issuance” means (a) any issuance by any Credit Party or any Subsidiary thereof
to any Person that is not a Credit Party of (i) shares of its Capital Stock, (ii) any shares of its
Capital Stock pursuant to the exercise of options or warrants or (iii) any shares of its Capital
Stock pursuant to the conversion of any debt securities to equity and (b) any capital contribution
from any Person that is not a Credit Party into any Credit Party or any Subsidiary thereof.



“ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and
regulations thereunder, each as amended or modified from time to time.



“ERISA Affiliate” means any Person who together with any Credit Party or any of its
Subsidiaries is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o)
of the Code or Section 4001(b) of ERISA.



“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published
by the Loan Market Association (or any successor thereto), as in effect from time to time.



“Eurodollar Reserve Percentage” means, for any day, the percentage (expressed as a
decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for
such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor)
for determining the maximum reserve requirement (including any basic, supplemental or emergency
reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a
member bank of the Federal Reserve System in New York City.



“Event of Default” means any of the events specified in Section 11.1;
provided that any requirement for passage of time, giving of notice, or any other
condition, has been satisfied.



“Exchange Act” means the Securities Exchange Act of 1934, as amended.



“Excluded Swap Obligation” shall mean, with respect to any Subsidiary Guarantor, any
Swap Obligation if, and to the extent that, all or a portion of the guaranty by such Subsidiary
Guarantor of, or the grant by such Subsidiary Guarantor of a security interest to secure, such Swap
Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any
rule, regulation or order of the Commodity Futures Trading Commission (or the application or
official interpretation of any thereof) by virtue of such Subsidiary Guarantor’s failure for any
reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at
the time the guaranty or the grant of such security interest, as applicable, of such Subsidiary
Guarantor becomes effective with respect to such related Swap Obligation. If a Swap Obligation
arises under a master agreement governing more than one swap, such exclusion shall apply only to
the portion of such Swap Obligation that is attributable to swaps for which such guaranty or
security interest is or becomes illegal.



“Excluded Taxes” means any of the following Taxes imposed on or with respect to a
Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed
on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in
each case, (i) imposed as a result of such Recipient being organized under the laws of, or having
its principal office or, in the case of any Lender, its applicable Lending Office located in, the
jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other
Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts
payable to or for the account of such Lender with respect to an applicable interest in a Loan or
Revolving Credit Commitment pursuant to a law in effect on the date on which (i) such Lender
acquires such interest in the Loan or Revolving Credit Commitment (other than pursuant to an
assignment request by the Borrower under Section 4.12(b)) or (ii) such Lender changes its
Lending Office, except in each case to the extent that, pursuant to Section 4.11, amounts
with respect to such Taxes were payable either to such Lender’s assignor immediately before such
Lender became a party hereto or to such Lender immediately before it changed its Lending Office,
(c) Taxes attributable to such Recipient’s failure to comply with Section 4.11(g) and (d)
any U.S. federal withholding Taxes imposed under FATCA.



“Existing Letters of Credit” means those letters of credit existing on the Restatement
Date and identified on Schedule 1.1-1.



“Existing Credit Agreement” has the meaning given to such term in the Statement of
Purpose.



“Existing Credit Agreement Obligations” has the meaning given to such term in
Section 13.25.



“Extensions of Credit” means, as to any Lender at any time, (a) an amount equal to the
sum of (i) the aggregate principal amount of all Revolving Credit Loans made by such Lender then
outstanding, (ii) such Lender’s Revolving Credit Commitment Percentage of the L/C Obligations then
outstanding and (iii) such Lender’s Revolving Credit Commitment Percentage of the Swingline Loans
then outstanding, or (b) the making of any Loan or participation in any Letter of Credit or
Swingline Loan by such Lender, as the context requires.



“FASB” has the meaning specified in Section 1.3(a).



“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement
(or any amended or successor version that is substantively comparable and not materially more
onerous to comply with), any current or future regulations or official interpretations thereof and
any agreements entered into pursuant to Section 1471(b)(1) of the Code.



“FDIC” means the Federal Deposit Insurance Corporation, or any successor thereto.



“Federal Funds Rate” means, for any day, the greater of (a) the rate calculated by the
Federal Reserve Bank of New York based on such day’s Federal funds transactions by depositary
institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth
on its public website from time to time) and published on the next succeeding Business Day by the
Federal Reserve Bank of New York as the Federal funds effective rate and (b) zero.



“Fee Letter” means the separate fee letter agreement dated November 17, 2017 among the
Borrower, the Administrative Agent and the Arranger.



“Fiscal Year” means the fiscal year of the Borrower and its Subsidiaries ending on
September 30.



“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a
U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized
under the laws of a jurisdiction other than that in which the Borrower is resident for tax
purposes.



“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.



“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect
to the Issuing Lender, such Defaulting Lender’s Revolving Credit Commitment Percentage of the
outstanding L/C Obligations with respect to Letters of Credit issued by the Issuing Lender other
than L/C Obligations as to which such Defaulting Lender’s participation obligation has been
reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and
(b) with respect to the Swingline Lender, such Defaulting Lender’s Revolving Credit Commitment
Percentage of outstanding Swingline Loans made by the Swingline Lender other than Swingline Loans
as to which such Defaulting Lender’s participation obligation has been reallocated to other
Lenders.



“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, bonds and similar
extensions of credit in the ordinary course of its activities.



“GAAP” means, subject to Section 1.3, United States generally accepted
accounting principles as in effect as of the date of determination thereof.



“General Partner” has the meaning assigned thereto in the introductory paragraph
hereto.



“Governmental Approvals” means all authorizations, consents, approvals, permits,
licenses and exemptions of, registrations and filings with, and reports to, all Governmental
Authorities.



“Governmental Authority” means the government of the United States or any other
nation, or of any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
Bank) and any group or body charged with setting financial accounting or regulatory capital rules
or standards (including the Financial Accounting Standards Board, the Bank for International
Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to
any of the foregoing).



“Guaranteed Parties” mean collectively, the Lenders, the Administrative Agent, the
Swingline Lender, the Issuing Lender, any counterparty to a Specified Hedge Agreement, any other
holder from time to time of any of the Obligations and, in each case, their respective successors
and permitted assigns.



“Guarantors” means, collectively, the General Partner and each Subsidiary Guarantor.



“Guaranty Agreement” means the Second Amended and Restated Guaranty Agreement of even
date herewith executed by the General Partner and each Material Subsidiary party thereto in favor
of the Administrative Agent, for the ratable benefit of the Guaranteed Parties, substantially in
the form attached as Exhibit H.



“Guaranty Obligation” means, with respect to the General Partner, the Borrower and
their respective Subsidiaries, without duplication, any obligation, contingent or otherwise, of any
such Person pursuant to which such Person has directly or indirectly guaranteed any Indebtedness or
other obligation of any other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of any such Person (a) to purchase or pay
(or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation
(whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase
assets, goods, securities or services, to take-or-pay, or to maintain financial statement condition
or otherwise), (b) entered into for the purpose of assuring in any other manner the obligee of such
Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part) or (c) to purchase any materials, supplies or other property
from, or to obtain the services of, another Person if the relevant contract or other related
document or obligation requires that payment for such materials, supplies or other property, or for
such services, shall be made regardless of whether delivery of such materials, supplies or other
property is ever made or tendered, or such services are ever performed or tendered;
provided, that the term Guaranty Obligation shall not include endorsements for collection
or deposit in the ordinary course of business.



“Hazardous Materials” means any substances or materials (a) which are or become
defined as hazardous wastes, hazardous substances, pollutants, contaminants, chemical substances or
mixtures or toxic substances under any Environmental Law, (b) which are toxic, explosive,
corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to
human health or the environment and are or become regulated by any Governmental Authority under any
Environmental Laws, (c) the presence of which require investigation or remediation under any
Environmental Law or common law, (d) the discharge or emission or release of which requires a
permit or license under any Environmental Law or other Governmental Approval, or (e) which contain,
without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation,
petroleum hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel, natural gas
or synthetic gas.



“Hedge Agreement” means any agreement with respect to any Interest Rate Contract,
forward rate agreement, commodity swap, forward foreign exchange agreement, currency swap
agreement, cross-currency rate swap agreement, currency option agreement or other agreement or
arrangement designed to alter the risks of any Person arising from fluctuations in interest rates,
currency values or commodity prices.



“Heritage Note Purchase Agreements” has the meaning given to such term in Section
10.1(o).



“Heritage Notes” has the meaning given to such term in Section 10.1(o).



“Increased Amount Date” has the meaning assigned thereto in Section 4.13.



“Indebtedness” means, with respect to any Person at any date and without duplication,
the sum of the following calculated in accordance with GAAP:



(a) all liabilities, obligations and indebtedness for borrowed money including, but not
limited to, obligations evidenced by bonds, debentures, notes or other similar instruments of any
such Person;



(b) all obligations to pay the deferred purchase price of property or services of any such
Person (including all obligations under non-competition, earn-out or similar agreements), except
(i) trade payables arising in the ordinary course of business not more than ninety (90) days past
due, or (ii) that are currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided for on the books of such
Person;



(c) the Attributable Indebtedness of such Person with respect to such Person’s obligations in
respect of Capital Leases and Synthetic Leases (regardless of whether accounted for as indebtedness
under GAAP);



(d) all obligations of such Person under conditional sale or other title retention agreements
relating to property purchased by such Person to the extent of the value of such property (other
than customary reservations or retentions of title under agreements with suppliers entered into in
the ordinary course of business);



(e) all Indebtedness of any other Person secured by a Lien on any asset owned or being
purchased by such Person (including indebtedness arising under conditional sales or other title
retention agreements except trade payables arising in the ordinary course of business), whether or
not such indebtedness shall have been assumed by such Person or is limited in recourse;



(f) all obligations, contingent or otherwise, of any such Person relative to the face amount
of letters of credit, whether or not drawn, including any Reimbursement Obligation, and banker’s
acceptances issued for the account of any such Person;



(g) all obligations of any such Person in respect of Disqualified Capital Stock;



(h) all Net Hedging Obligations of any such Person;



(i) the outstanding attributed principal amount under any asset securitization program of any
such Person; and



(j) all Guaranty Obligations of any such Person with respect to any of the foregoing.



For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person.



“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with
respect to any payment made by or on account of any obligation of any Credit Party under any Loan
Document and (b) to the extent not otherwise described in (a), Other Taxes.



“Insurance and Condemnation Event” means the receipt by any Credit Party or any of its
Subsidiaries of any cash insurance proceeds or condemnation award payable by reason of theft, loss,
physical destruction or damage, taking or similar event with respect to any of their respective
Property.



“Interest Period” has the meaning assigned thereto in Section 4.1(b).



“Interest Rate Contract” means any interest rate swap agreement, interest rate cap
agreement, interest rate floor agreement, interest rate collar agreement, interest rate option or
any other agreement regarding the hedging of interest rate risk exposure executed in connection
with hedging the interest rate exposure of any Person and any confirming letter executed pursuant
to such agreement.



“Investments” has the meaning assigned thereto in Section 10.3.



“IRS” means the United States Internal Revenue Service.



“ISP98” means the International Standby Practices (1998 Revision, effective January 1,
1999), International Chamber of Commerce Publication No. 590.



“Issuing Lender” means Wells Fargo, in its capacity as issuer of the Letters of
Credit, or any successor thereto.



“Joinder Agreement” means an agreement substantially in the form attached as Exhibit
I.



“L/C Commitment” means the lesser of (a) ONE HUNDRED FIFTY MILLION DOLLARS
($150,000,000) and (b) the Revolving Credit Commitment.



“L/C Facility” means the letter of credit facility established pursuant to Article
III.



“L/C Obligations” means at any time, an amount equal to the sum of (a) the aggregate
undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount
of drawings under Letters of Credit which have not then been reimbursed pursuant to Section
3.5.



“L/C Participants” means the collective reference to all the Revolving Credit Lenders
other than the Issuing Lender.



“Lender” has the meaning assigned thereto in the introductory paragraph hereof.



“Lending Office” means, with respect to any Lender, the office of such Lender
maintaining such Lender’s Extensions of Credit.



“Letter of Credit Application” means an application, in the form specified by the
Issuing Lender from time to time, requesting the Issuing Lender to issue a Letter of Credit.



“Letters of Credit” means the collective reference to letters of credit issued
pursuant to Section 3.1 and the Existing Letters of Credit.



“LIBOR” means,




(a) for any interest rate calculation with respect to a LIBOR Rate Loan, the rate of
interest per annum determined on the basis of the rate for deposits in Dollars for a period
equal to the applicable Interest Period which appears on Reuters Screen LIBOR01 Page (or any
successor page) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the
first day of the applicable Interest Period (rounded upward, if necessary, to the nearest
1/100th of 1%). If, for any reason, such rate does not appear on Reuters Screen LIBOR01
Page (or any successor page), then “LIBOR” shall be determined by the Administrative Agent
to be the arithmetic average of the rate per annum at which deposits in Dollars in minimum
amounts of at least $5,000,000 would be offered by first class banks in the London interbank
market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2)
Business Days prior to the first day of the applicable Interest Period for a period equal to
such Interest Period, and




(b) for any interest rate calculation with respect to a Base Rate Loan, the rate of
interest per annum determined on the basis of the rate for deposits in Dollars in minimum
amounts of at least $5,000,000 for a period equal to one month (commencing on the date of
determination of such interest rate) which appears on the Reuters Screen LIBOR01 Page (or
any successor page) at approximately 11:00 a.m. (London time) on such date of determination,
or, if such date is not a Business Day, then the immediately preceding Business Day (rounded
upward, if necessary, to the nearest 1/100th of 1%). If, for any reason, such rate does not
appear on Reuters Screen LIBOR01 Page (or any successor page) then “LIBOR” for such Base
Rate Loan shall be determined by the Administrative Agent to be the arithmetic average of
the rate per annum at which deposits in Dollars in minimum amounts of at least $5,000,000
would be offered by first class banks in the London interbank market to the Administrative
Agent at approximately 11:00 a.m. (London time) on such date of determination for a period
equal to one (1) month commencing on such date of determination.



Each calculation by the Administrative Agent of LIBOR shall be conclusive and binding for all
purposes, absent manifest error. Notwithstanding the foregoing, in no event shall LIBOR be less
than zero.



“LIBOR Market Index Rate” means for any day, the rate for one (1) month Dollar
deposits as reported on Reuters Page LIBOR01, or its successor page, as of 11:00 a.m. (London
time), on such day, or if such day is not a Business Day, then the immediately preceding Business
Day (or if not so reported, then as determined by the Administrative Agent from another recognized
source or interbank quotation); provided, that if such screen rate shall be less than zero,
such rate shall be deemed to be zero for the purposes of this Agreement.



“LIBOR Rate” means a rate per annum (rounded upwards, if necessary, to the next higher
1/100th of 1%) determined by the Administrative Agent pursuant to the following formula:




LIBOR Rate =                        LIBOR                      




1.00-Eurodollar Reserve Percentage



Notwithstanding the foregoing, if the Administrative Agent has determined (such determination
to be conclusive absent manifest error) that LIBOR is no longer a widely recognized benchmark rate
for the U.S. syndicated loan market, then the Administrative Agent may, (with the consent of the
Borrower and as determined by the Administrative Agent to be generally in accordance with similar
syndicated lending transactions in which it is serving as administrative agent), establish a
replacement interest rate (the “Replacement Rate”), in which case, the Replacement Rate
shall serve as the “LIBOR Rate” for all purposes under the Credit Documents  unless and until (A)
if applicable, the Administrative Agent shall determine (which determination shall be conclusive
and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining
the Replacement Rate or (B) the Required Lenders shall determine (which determination shall be
conclusive and binding absent manifest error) that the Replacement Rate does not adequately and
fairly reflect the cost to such Lenders of extending credit hereunder, then the Administrative
Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative
Agent notifies the Borrower that such circumstances no longer exist, any determination of interest
hereunder shall be made using the Base Rate. In connection with the establishment and application
of the Replacement Rate, the Loan Documents may be amended solely with the consent of the
Administrative Agent as may be necessary or appropriate, in the opinion of the Administrative
Agent, solely to effect the provisions of this paragraph so long as the Administrative Agent shall
not have received, within five Business Days of the date notice of such Replacement Rate is
provided to the Lenders, a written notice from the Required Lenders stating that such Required
Lenders object to such amendment.



“LIBOR Rate Loan” means any Loan bearing interest at a rate based upon the LIBOR Rate
as provided in Section 4.1(a).



“Lien” means, with respect to any asset, any mortgage, leasehold mortgage, lien,
pledge, charge, security interest, hypothecation or encumbrance of any kind in respect of such
asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any
asset which it has acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, Capital Lease or other title retention agreement relating to such
asset.



“Loan Documents” means, collectively, this Agreement, each Note, the Letter of Credit
Applications, the Guaranty Agreement and each other document, instrument, certificate and agreement
executed and delivered by the Credit Parties or any of their respective Subsidiaries in favor of or
provided to the Administrative Agent in connection with this Agreement or otherwise referred to
herein or contemplated hereby (excluding any Specified Hedge Agreement).



“Loans” means the collective reference to the Revolving Credit Loans and the Swingline
Loans, and “Loan” means any of such Loans.



“Material Adverse Effect” means, (a) with respect to the Borrower and its
Subsidiaries, taken as a whole, a material adverse effect on the properties, business, operations
or condition (financial or otherwise) of such Persons or (b) a material adverse effect on the
ability of the Borrower or any of its Subsidiaries to perform its obligations under the Loan
Documents to which it is a party.



“Material Contract” means any contract or other agreement, written or oral, of any
Credit Party the failure to comply with which could reasonably be expected to have a Material
Adverse Effect.



“Material Subsidiary” means any direct or indirect Domestic Subsidiary which:



(i)(A) the Borrower’s and its other Subsidiaries’ Investments in and advances to such Domestic
Subsidiary exceeds 10% of the Total Assets, as of the end of the most recently completed Fiscal
Year (for a proposed combination between entities under common control, this condition is also met
when the number of common shares exchanged or to be exchanged by the Borrower exceeds 10% of its
total common shares outstanding at the date the combination is initiated);



(B) the Borrower’s and its other Subsidiaries’ proportionate share of the Total Assets (after
intercompany eliminations) of such Domestic Subsidiary exceeds 10% of the Total Assets, as of the
end of the most recently completed Fiscal Year; or



(C) the Borrower’s and its other Subsidiaries’ equity in the income from continuing operations
before income taxes, extraordinary items and cumulative effect of a change in accounting principle
of such Domestic Subsidiary (exclusive of amounts attributable to any noncontrolling interests)
exceeds 10% of such income of the Borrower and its Subsidiaries, determined on a Consolidated
basis, for the most recently completed Fiscal Year; or



(ii) is designated by the Borrower as a “Material Subsidiary” such that:



(A) the Borrower’s and its other Subsidiaries’ Investments in and advances to the Material
Subsidiaries in the aggregate exceeds 90% of the Total Assets, as of the end of the most recently
completed Fiscal Year (for a proposed combination between entities under common control, this
condition is also met when the number of common shares exchanged or to be exchanged by the Borrower
exceeds 90% of its total common shares outstanding at the date the combination is initiated);



(B) the Borrower’s and its other Subsidiaries’ proportionate share of the Total Assets (after
intercompany eliminations) of the Material Subsidiaries in the aggregate exceeds 90% of the Total
Assets, as of the end of the most recently completed Fiscal Year; or



(C) the Borrower’s and its other Subsidiaries’ equity in the income from continuing operations
before income taxes, extraordinary items and cumulative effect of a change in accounting principle
of the Material Subsidiaries exclusive of amounts attributable to any noncontrolling interests in
the aggregate exceeds 90% of such income of the Borrower and its Subsidiaries, determined on a
Consolidated basis, for the most recently completed Fiscal Year;



provided that in no event shall any Domestic Subsidiary of a Person organized under the
laws of a Governmental Authority other than a political subdivision of the United States be a
Material Subsidiary.



“Midstream Business” means the business of storage, processing, marketing and/or
transmission of gas, oil or products thereof, including owning and operating pipelines, storage
facilities, processing plants and facilities and gathering systems and other assets related
thereto.



“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral
consisting of cash or deposit account balances, an amount equal to 100% of the Fronting Exposure of
the Issuing Lender with respect to Letters of Credit issued and outstanding at such time
plus reasonable fees and expenses related to such Letters of Credit and (ii) otherwise, an
amount determined by the Administrative Agent and the Issuing Lender in their sole discretion.



“MLP” means AmeriGas Partners, L.P., a Delaware limited partnership.



“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.



“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of
ERISA to which any Credit Party or any ERISA Affiliate is making, or is accruing an obligation to
make, or has accrued an obligation to make contributions within the preceding six (6) years.



“Net Hedging Obligations” means, as of any date, the Termination Value of any Hedge
Agreement on such date.



“New Lender” has the meaning assigned thereto in Section 4.13.



“New Loan Revolving Credit Commitments” has the meaning assigned thereto in
Section 4.13.



“New Loans” has the meaning assigned thereto in Section 4.13.



“Non-Consenting Lender” means any Lender that has not consented to any proposed
amendment, modification, waiver or termination of any Loan Document which, pursuant to Section
13.2, requires the consent of all Lenders or all affected Lenders and with respect to which the
Required Lenders shall have granted their consent.



“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting
Lender at such time.



“Non-Guarantor Subsidiary” means any Subsidiary of the Borrower that is not a
Subsidiary Guarantor.



“Non-Material Subsidiary” means any Domestic Subsidiary that is not a Material
Subsidiary.



“Notes” means the collective reference to the Revolving Credit Notes and the Swingline
Note.



“Notice of Account Designation” has the meaning assigned thereto in Section
2.3(b).



“Notice of Borrowing” has the meaning assigned thereto in Section 2.3(a).



“Notice of Conversion/Continuation” has the meaning assigned thereto in Section
4.2.



“Notice of Prepayment” has the meaning assigned thereto in Section 2.4(c).



“Obligations” means, in each case, whether now in existence or hereafter arising: (a)
the principal of and interest on (including interest accruing after the filing of any bankruptcy or
similar petition) the Loans, (b) the L/C Obligations, (c) all Specified Hedge Obligations and
(d) all other fees and commissions (including attorneys’ fees), charges, indebtedness, loans,
liabilities, financial accommodations, obligations, covenants and duties owing by the Credit
Parties and each of their respective Subsidiaries to the Administrative Agent or any other
Guaranteed Party, in each case under any Loan Document or otherwise, with respect to any Loan or
Letter of Credit of every kind, nature and description, direct or indirect, absolute or contingent,
due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not
evidenced by any note; provided that (i) the Specified Hedge Obligations shall be
guaranteed pursuant to the Guaranty Agreement only to the extent that, and for so long as, the
other Obligations are so guaranteed, (ii) any release of Guarantors effected in the manner
permitted by this Agreement shall not require the consent of holders of the Specified Hedge
Obligations and (iii) with respect to any Credit Party, the Obligations shall not include any
Excluded Swap Obligations.



“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.



“Officer’s Certificate” means a certificate executed by the Chairman of the Board of
Directors (if an officer), the president or one of the vice presidents, and the treasurer, or
controller, or one of the assistant treasurers or assistant controllers of the General Partner.



“Officer’s Compliance Certificate” means a certificate of the chief financial officer
or the treasurer of the General Partner substantially in the form attached as Exhibit F.



“Operating Lease” means, as to any Person as determined in accordance with GAAP, any
lease of Property (whether real, personal or mixed) by such Person as lessee which is not a Capital
Lease.



“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a
result of a present or former connection between such Recipient and the jurisdiction imposing such
Tax (other than connections arising from such Recipient having executed, delivered, become a party
to, performed its obligations under, received payments under, received or perfected a security
interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold
or assigned an interest in any Loan or Loan Document).



“Other Taxes” means all present or future stamp, court or documentary, intangible,
recording, filing or similar Taxes that arise from any payment made under, from the execution,
delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are
Other Connection Taxes imposed with respect to an assignment (other than an assignment made
pursuant to Section 4.12(b)).



“Participant” has the meaning assigned thereto in Section 13.10(d).



“Participant Register” has the meaning assigned thereto in Section 13.10(d).



“Partnership Agreement” means the Amended and Restated Agreement of Limited
Partnership of the Borrower.



“PBGC” means the Pension Benefit Guaranty Corporation or any successor agency.



“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which
is subject to the provisions of Title IV of ERISA or Section 412 of the Code and which (a) is
maintained for the employees of any Credit Party or any ERISA Affiliate or (b) has at any time
within the preceding six (6) years been maintained for the employees of any Credit Party or any
current or former ERISA Affiliates.



“Permitted Acquisition” means any acquisition by the Borrower or any Subsidiary
Guarantor in the form of acquisitions of more than fifty-one percent (51%) of the business or a
line of business (whether by the acquisition of Capital Stock, assets or any combination thereof)
of any other Person if each such acquisition meets all of the following requirements:



(a) the Person or assets to be acquired shall be in a line of business of the Borrower and the
Subsidiary Guarantors permitted pursuant to Section 10.10;



(b) if required by Section 8.11, the Borrower shall have delivered to the
Administrative Agent such documents reasonably requested by the Administrative Agent or the
Required Lenders (through the Administrative Agent) pursuant to Section 8.11 (to be
delivered at the time required pursuant to Section 8.11);



(c) with respect to any Permitted Acquisition in excess of $50,000,000, no later than five (5)
Business Days following the closing date of such acquisition, the Borrower shall deliver to the
Administrative Agent an Officer’s Compliance Certificate for the most recent fiscal quarter end
preceding such acquisition for which financial statements are available demonstrating, in form and
substance reasonably satisfactory thereto, compliance on a Pro Forma Basis (as of the date of the
acquisition and after giving effect thereto and any Indebtedness incurred in connection therewith)
with each covenant contained in Article IX;



(d) with respect to any Permitted Acquisition in excess of $50,000,000, if requested by the
Administrative Agent, the Borrower shall have delivered to the Administrative Agent promptly upon
the finalization thereof copies of substantially final Permitted Acquisition Documents; and



(e) no Event of Default shall have occurred and be continuing both before and after giving
effect to such acquisition and any Indebtedness incurred in connection therewith.



“Permitted Acquisition Documents” means with respect to any acquisition proposed by
the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not
executed at the required time of delivery of the purchase agreement, sale agreement, merger
agreement or other agreement evidencing such acquisition and any amendment, modification or
supplement to any of the foregoing.



“Permitted Liens” means the Liens permitted pursuant to Section 10.2.



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



“Platform” has the meaning assigned thereto in Section 7.5.



“Prime Rate” means, at any time, the rate of interest per annum publicly announced
from time to time by Wells Fargo as its prime rate. Each change in the Prime Rate shall be
effective as of the opening of business on the day such change in such prime rate occurs. The
parties hereto acknowledge that the rate announced publicly by Wells Fargo as its prime rate is an
index or base rate and shall not necessarily be its lowest or best rate charged to its customers or
other banks.



“Pro Forma Basis” means, for purposes of calculating certain definitions and
compliance with any test or financial covenant under this Agreement for any period, that such
Specified Transaction (and all other Specified Transactions that have been consummated during the
applicable period) and the following transactions in connection therewith shall be deemed to have
occurred as of the first day of the applicable period of measurement in such test or covenant: (a)
income statement items (whether positive or negative) attributable to the Property or Person
subject to such Specified Transaction, (i) in the case of a disposition of all or substantially all
of the Capital Stock of a Subsidiary or any division, business unit, product line or line of
business, shall be excluded and (ii) in the case of a Permitted Acquisition, shall be included, (b)
any retirement of Indebtedness and (c) any Indebtedness incurred or assumed by MLP or the Borrower,
as applicable, or any of its Subsidiaries in connection therewith and if such Indebtedness has a
floating or formula rate, shall have an implied rate of interest for the applicable period for
purposes of this definition determined by utilizing the rate that is or would be in effect with
respect to such Indebtedness as at the relevant date of determination; provided, that the
foregoing pro forma adjustments may be applied to any such definition, test or financial covenant
solely to the extent that such adjustments (y) are reasonably expected to be realized within twelve
(12) months of such Specified Transaction as set forth in reasonable detail on a certificate of a
Responsible Officer of the General Partner delivered to the Administrative Agent and (z) are
calculated on a basis consistent with GAAP.



“Property” means any right or interest in or to property of any kind whatsoever,
whether real, personal or mixed and whether tangible or intangible, including Capital Stock.



“PTE” means a prohibited transaction class exemption issued by the U.S. Department of
Labor, as any such exemption may be amended from time to time.



“Public Lenders” has the meaning assigned thereto in Section 7.5.



“Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital
Stock.



“Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Credit
Party that has total assets exceeding $10,000,000 or that otherwise constitutes an “eligible
contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder at
the time such Swap Obligation is incurred (including as a result of the agreement in Section
13.21 or any other guaranty or other support agreement in respect of the obligations of such
Credit Party by another Person that constitutes an “eligible contract participant”).



“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing
Lender, as applicable.



“Register” has the meaning assigned thereto in Section 13.10(c).



“Reimbursement Obligation” means the obligation of the Borrower to reimburse the
Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.



“Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees and trustees of such Person and of such Person’s
Affiliates.



“Required Lenders” means, at any date, any combination of Lenders holding more than
50% of the aggregate amount of the Revolving Credit Commitment or, if the Revolving Credit
Commitment has been terminated, any combination of Lenders holding more than 50% of the aggregate
Extensions of Credit; provided that the Revolving Credit Commitment of, and the portion of
the Extensions of Credit, as applicable, held or deemed held by, any Defaulting Lender shall be
excluded for purposes of making a determination of Required Lenders.



“Responsible Officer” means, as to any Person, the chief executive officer, president,
chief financial officer, chief operating officer, controller, treasurer or assistant treasurer of
such Person or any other officer or authorized agent of such Person reasonably acceptable to the
Administrative Agent. Any document delivered hereunder or under any other Loan Document that is
signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized
by all necessary corporate, partnership and/or other action on the part of such Person and such
Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.



“Restatement Date” means the date of this Agreement or such later Business Day upon
which each condition described in Section 5.1 shall be satisfied or waived in all respects
in a manner acceptable to the Administrative Agent, in its sole discretion.



“Restricted Subsidiary” means a Subsidiary of the Borrower, which, as of the date of
determination, is not an Unrestricted Subsidiary of the Borrower.



“Revolving Credit Commitment” means (a) as to any Revolving Credit Lender, the
obligation of such Revolving Credit Lender to make Revolving Credit Loans to the account of the
Borrower hereunder in an aggregate principal amount at any time outstanding not to exceed the
amount set forth opposite such Revolving Credit Lender’s name on Schedule 1.1-2, as such
Schedule may be amended pursuant to Section 4.13 or in the case of a Person becoming a
Revolving Credit Lender after the Restatement Date through an assignment of an existing Revolving
Credit Commitment, the amount of the assigned “Revolving Credit Commitment” as provided in the
Assignment and Acceptance executed by such Person as an assignee, as such amount may be modified at
any time or from time to time pursuant to the terms hereof (including Section 4.13) and (b)
as to all Revolving Credit Lenders, the aggregate commitment of all Revolving Credit Lenders to
make Revolving Credit Loans, as such amount may be modified at any time or from time to time
pursuant to the terms hereof (including Section 4.13). The Revolving Credit Commitment of
all the Revolving Credit Lenders on the Restatement Date shall be $600,000,000.



“Revolving Credit Commitment Percentage” means, as to any Revolving Credit Lender at
any time, the ratio of (a) the amount of the Revolving Credit Commitment of such Revolving Credit
Lender to (b) the Revolving Credit Commitment of all the Revolving Credit Lenders.



“Revolving Credit Facility” means the revolving credit facility established pursuant
to Article II (including any increase in such revolving credit facility in connection with
any incremental revolving credit facilities established pursuant to Section 4.13).



“Revolving Credit Lenders” means Lenders with a Revolving Credit Commitment (including
New Lenders with a New Loan Revolving Credit Commitment).



“Revolving Credit Loan” means any revolving loan made to the Borrower pursuant to
Section 2.1 (including any New Loan made to the Borrower pursuant to Section 4.13),
and all such revolving loans collectively as the context requires.



“Revolving Credit Maturity Date” means the earliest to occur of (a) December 15, 2022,
(b) the date of termination of the entire Revolving Credit Commitment by the Borrower pursuant to
Section 2.5, or (c) the date of termination of the Revolving Commitment pursuant to
Section 11.2(a).



“Revolving Credit Note” means a promissory note made by the Borrower in favor of a
Revolving Credit Lender evidencing the Revolving Credit Loans made by such Revolving Credit Lender,
substantially in the form attached as Exhibit A-1, and any amendments, supplements and
modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or
extension thereof, in whole or in part.



“Revolving Credit Outstandings” means the sum of (a) with respect to Revolving Credit
Loans and Swingline Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans and
Swingline Loans, as the case may be, occurring on such date; plus (b) with respect to any
L/C Obligations on any date, the aggregate outstanding amount thereof on such date after giving
effect to any Extensions of Credit occurring on such date and any other changes in the aggregate
amount of the L/C Obligations as of such date, including as a result of any reimbursements of
outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount
available for drawing under Letters of Credit taking effect on such date.



“Sanctioned Country” means at any time, a country, territory or region that is the
subject or target of any Sanctions.



“Sanctioned Person” means at any time, (a) any Person listed in any Sanctions-related
list of designated Persons maintained by OFAC, the U.S. Department of State or by the United
Nations Security Council, the European Union or any European Union member state, Her Majesty’s
Treasury, or other relevant sanctions authority, (b) any Person operating, organized or resident in
a Sanctioned Country or (c) any Person owned or controlled by any such Person.



“Sanctions” means economic or financial sanctions or trade embargoes imposed,
administered or enforced from time to time by (a) the U.S. government, including those administered
by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European
Union or Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority with
jurisdiction over any Lender, the Borrower or any of its Subsidiaries or Affiliates.



“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc. and any successor thereto.



“Significant Subsidiary Group” means any Subsidiary of the Borrower which is, or any
group of Subsidiaries of the Borrower all of which are, at any time of determination, subject to
one or more of the proceedings or conditions described in Section 11.1(h) or
11.1(i) and which Subsidiary or group of Subsidiaries accounted for (or in the case of a
recently formed or acquired Subsidiary would have so accounted for on a Pro Forma Basis) more than
1% of consolidated operating revenues of the Borrower for the Fiscal Year most recently ended or
more than 1% of consolidated Total Assets as of the end of the most recently ended fiscal quarter,
in each case computed in accordance with GAAP.



“Solvent” and “Solvency” mean, with respect to any Person on any date of
determination, that on such date (a) the fair value of the property of such Person is greater than
the total amount of liabilities, including contingent liabilities, of such Person, (b) the present
fair salable value of the assets of such Person is not less than the amount that will be required
to pay the probable liability of such Person on its debts as they become absolute and matured, (c)
such Person does not intend to, and does not believe that it will, incur debts or liabilities
beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is
not engaged in business or a transaction, and is not about to engage in business or a transaction,
for which such Person’s property would constitute an unreasonably small capital, and (e) such
Person is able to pay its debts and liabilities, contingent obligations and other commitments as
they mature in the ordinary course of business. The amount of contingent liabilities at any time
shall be computed as the amount that, in the light of all the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an actual or matured
liability.



“SPE” means any special purpose Unrestricted Subsidiary established in connection with
any Accounts Receivable Securitization.



“Specified Hedge Agreement” means any Hedge Agreement (a) entered into by (i) the
Borrower or any of its Subsidiaries and (ii) any Lender or any Affiliate thereof at the time such
Hedge Agreement was entered into, as counterparty and (b) that has been designated by such Lender
or such Affiliate and the Borrower, by notice to the Administrative Agent not later than thirty
(30) days after the execution and delivery by the Borrower or such Subsidiary, as a Specified Hedge
Agreement. No Lender or Affiliate thereof that is a party to a Specified Hedge Agreement shall
have any rights in connection with the management or release of the Obligations of any Credit Party
under any Loan Document. For the avoidance of doubt, (i) all Hedge Agreements provided by the
Administrative Agent or any of its Affiliates and (ii) all Hedge Agreements in existence on the
Restatement Date between the Borrower or any of its Subsidiaries and any Lender, shall constitute
Specified Hedge Agreements.



“Specified Hedge Obligations” means all existing or future payment and other
obligations owing by the Borrower or any of its Subsidiaries under any Specified Hedge Agreement.



“Specified Transactions” means (a) any disposition of all or substantially all of the
assets or Capital Stock of any Subsidiary of the Borrower or any division, business unit, product
line or line of business, (b) any Permitted Acquisition, (c) any incurrence of Indebtedness and (d)
the classification of any asset, business unit, division or line of business as a discontinued
operation, in each case, to the extent GAAP requires a Person to treat the impact of such
transaction on a pro forma basis.



“Subsidiary” means as to any Person, any corporation, partnership, limited liability
company or other entity of which more than 50% of the outstanding Capital Stock having ordinary
voting power to elect a majority of the board of directors or other managers of such corporation,
partnership, limited liability company or other entity is at the time owned by (directly or
indirectly) or the management is otherwise controlled by (directly or indirectly) such Person
(irrespective of whether, at the time, Capital Stock of any other class or classes of such
corporation, partnership, limited liability company or other entity shall have or might have voting
power by reason of the happening of any contingency). Unless otherwise qualified, (a) references
to “Subsidiary” or “Subsidiaries” herein shall refer to those of the Borrower, and (b) references
to the Subsidiaries of MLP shall include the Borrower.



“Subsidiary Disposition” means:



(a) the Borrower directly or indirectly selling, assigning, pledging or otherwise disposing of
any Indebtedness of or any shares of Capital Stock of any Subsidiary Guarantor, except to a
Wholly-Owned Subsidiary Guarantor;



(b) any Subsidiary Guarantor directly or indirectly selling, assigning, pledging or otherwise
disposing of any Indebtedness of the Borrower or any other Subsidiary Guarantor, or any shares of
Capital Stock of any other Subsidiary Guarantor, except to the Borrower or a Wholly-Owned
Subsidiary Guarantor;



(c) any Subsidiary Guarantor having outstanding any shares of Capital Stock which are
preferred over any other shares of Capital Stock in such Subsidiary Guarantor owned by the Borrower
or a Wholly-Owned Subsidiary Guarantor unless such shares of preferred Capital Stock are also owned
by the Borrower or a Wholly-Owned Subsidiary Guarantor; or



(d) any Subsidiary Guarantor directly or indirectly issuing or selling (including in
connection with a merger or consolidation of such Subsidiary Guarantor otherwise permitted by
Section 10.4(a)) any shares of its Capital Stock except to the Borrower or a Wholly-Owned
Subsidiary Guarantor;



provided, that a Subsidiary Disposition shall not include (i) the sale, assignment or other
disposition of Indebtedness of the Borrower by a Subsidiary Guarantor if, assuming such
Indebtedness were incurred immediately after such sale, assignment or disposition, such
Indebtedness would be permitted under Section 10.1 (other than Section 10.1(h)) (in
which case such Indebtedness need not be subject to the subordination provisions required by
Section 10.1(h)), and (ii) subject to compliance with Section 10.5, all
Indebtedness and Capital Stock of any Subsidiary Guarantor owned by the Borrower or any other
Subsidiary Guarantor may be simultaneously sold as an entirety for an aggregate consideration at
least equal to the fair value thereof (as determined in good faith by the General Partner) at the
time of such sale if such Subsidiary Guarantor does not at the time own any Indebtedness of the
Borrower or any other Subsidiary Guarantor (other than Indebtedness which, if incurred immediately
after such transaction, would be permitted under 10.1, other than Section 10.1(h))
(in which case such Indebtedness need not be subject to the subordination provisions required by
Section 10.1(h)).



“Subsidiary Guarantors” means, collectively, all Material Subsidiaries in existence on
the Restatement Date or which become a party to the Guaranty Agreement pursuant to Section
8.11.



“Swap Obligation” shall mean, with respect to any Subsidiary Guarantor, any obligation
to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the
meaning of Section 1a(47) of the Commodity Exchange Act.



“Swingline Commitment” means the lesser of (a) FORTY MILLION DOLLARS ($40,000,000) and
(b) the Revolving Credit Commitment.



“Swingline Facility” means the swingline facility established pursuant to Section
2.2.



“Swingline Lender” means Wells Fargo in its capacity as swingline lender hereunder or
any successor thereto.



“Swingline Loan” means any swingline loan made by the Swingline Lender to the Borrower
pursuant to Section 2.2, and all such swingline loans collectively as the context requires.



“Swingline Note” means a promissory note made by the Borrower in favor of the
Swingline Lender evidencing the Swingline Loans made by the Swingline Lender, substantially in the
form attached as Exhibit A-2, and any amendments, supplements and modifications thereto, any
substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole
or in part.



“Synthetic Lease” means any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product where such transaction is
considered borrowed money indebtedness for tax purposes but is classified as an Operating Lease in
accordance with GAAP.



“Taxes” means all present or future taxes, levies, imposts, duties, deductions,
withholdings (including backup withholdings), assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties applicable thereto.



“Termination Event” means except for any such event or condition that could not
reasonably be expected to have a Material Adverse Effect: (a) a “Reportable Event” described in
Section 4043 of ERISA for which the notice requirement has not been waived by the PBGC, or (b) the
withdrawal of any Credit Party or any ERISA Affiliate from a Pension Plan during a plan year in
which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c) the
termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the
treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan
assets are not sufficient to pay all plan liabilities, or (d) the institution of proceedings to
terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC, or
(e) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for
the termination of, or the appointment of a trustee to administer, any Pension Plan, or (f) the
imposition of a Lien pursuant to Section 412 of the Code or Section 302 of ERISA, or (g) the
partial or complete withdrawal of any Credit Party or any ERISA Affiliate from a Multiemployer Plan
if withdrawal liability is asserted by such plan, or (h) any event or condition which results in
the insolvency of a Multiemployer Plan under Section 4245 of ERISA, or (i) any event or condition
which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the
institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA.



“Termination Value” means, in respect of any one or more Hedge Agreements, after
taking into account the effect of any legally enforceable netting agreement relating to such Hedge
Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market
or other readily available quotations provided by any recognized dealer in such Hedge Agreements
(which may include a Lender or any Affiliate of a Lender).



“Threshold Amount” means $75,000,000.



“Total Assets” means as of any date of determination, the total assets of the Borrower
and its Subsidiaries determined on a Consolidated basis as of that date.



“UGI” means UGI Corporation, a Pennsylvania corporation.



“Unfunded Pension Liability” means the excess of an Employee Benefit Plan’s benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that plan’s assets,
determined in accordance with the assumptions used for funding the Employee Benefit Plan pursuant
to Section 412 of the Code for the applicable plan year.



“United States” means the United States of America.



“Unrestricted Subsidiary” means any Subsidiary of the Borrower or a Restricted
Subsidiary that is designated as such by the General Partner; provided that no portion of
the Indebtedness or any other obligation (contingent or otherwise) of such Subsidiary (other than
any Indebtedness or other obligation incurred in respect of an Accounts Receivable Securitization):
(a) is guaranteed by the Borrower or any Restricted Subsidiary; (b) is recourse to or obligates the
Borrower or any Restricted Subsidiary in any way; or (c) subjects any property or assets of the
Borrower or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the
satisfaction thereof.



“U.S. Borrower” means any Borrower that is a U.S. Person.



“U.S. Person” means any Person that is a “United States Person” as defined in Section
7701(a)(30) of the Code.



“U.S. Tax Compliance Certificate” has the meaning assigned thereto in Section
4.11(g).



“Wells Fargo” means Wells Fargo Bank, National Association, a national banking
association, and its successors.



“Wholly-Owned” means, with respect to a Subsidiary, that all of the shares of Capital
Stock of such Subsidiary are, directly or indirectly, owned or controlled by the Borrower and/or
one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other
shares required by Applicable Law to be owned by a Person other than the Borrower and/or one or
more of its Wholly-Owned Subsidiaries).



“Withholding Agent” means any Credit Party and the Administrative Agent.



“Write-Down and Conversion Powers” means, with respect to any EEA Resolution
Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time
under the Bail-In Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation Schedule.



Section 1.2 Other Definitions and Provisions. With reference to this Agreement and
each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) the
definitions of terms herein shall apply equally to the singular and plural forms of the terms
defined, (b) whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms, (c) the words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”, (d) the word “will” shall be construed to
have the same meaning and effect as the word “shall”, (e) any reference herein to any Person shall
be construed to include such Person’s successors and assigns, (f) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (g) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, this Agreement, (h) the words “asset” and “property” shall be construed
to have the same meaning and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights, (i) the term “documents”
includes any and all instruments, documents, agreements, certificates, notices, reports, financial
statements and other writings, however evidenced, whether in physical or electronic form, (j) in
the computation of periods of time from a specified date to a later specified date, the word “from”
means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word
“through” means “to and including” and (k) Section headings herein and in the other Loan Documents
are included for convenience of reference only and shall not affect the interpretation of this
Agreement or any other Loan Document.



Section 1.3 Accounting Terms.



(a) All accounting terms not specifically or completely defined herein shall be construed in
conformity with, and all financial data (including financial ratios and other financial
calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity
with GAAP, applied on a consistent basis, as in effect from time to time and in a manner consistent
with that used in preparing the audited financial statements required by Section 7.1(b),
except as otherwise specifically prescribed herein; provided that if the Borrower notifies
the Administrative Agent that the Borrower wishes to amend any covenant in Article IX to
eliminate the effect of any change in GAAP on the operation of such covenant (or if the
Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article
IX for such purpose), then the Borrower’s compliance with such covenant shall be determined on
the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until
either such notice is withdrawn or such covenant is amended in a manner satisfactory to the
Borrower, the Administrative Agent and the Required Lenders (and the Borrower, the Administrative
Agent and the Required Lenders shall negotiate in good faith to amend such provision to preserve
the original intent thereof in light of such change in GAAP) and the Borrower shall provide to the
Administrative Agent and the Lenders, when it delivers its financial statements pursuant to
Sections 7.1(a) and 7.1(b) such reconciliation statements as shall be reasonably
requested by the Administrative Agent. Notwithstanding the foregoing, all financial statements
delivered hereunder shall be prepared, and all financial covenants contained herein shall be
calculated, without giving effect to (i) any change to GAAP as a result of the adoption of any
proposals set forth in Accounting Standards Update (ASU), Leases (Topic 842), issued by the
Financial Accounting Standards Board (the “FASB”) on February 25, 2016, or any other
proposals issued by the FASB in connection therewith, that would require treating any lease (or
similar arrangement conveying the right to use) as a capital lease where such lease (or similar
arrangement) was not required to be so treated under GAAP as in effect on the Restatement Date) and
(ii) any election under the FASB Accounting Statements Codification No. 825 (or any similar
accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the
fair value thereof.



(b) Notwithstanding anything to the contrary in this Agreement, for purposes of determining
compliance with any test or financial covenant contained in this Agreement (including for purposes
of determining the Applicable Margin) with respect to any period during which any Specified
Transaction occurs, such test or financial covenant shall be calculated with respect to such period
and such Specified Transaction (and all other Specified Transactions that have been consummated
during such period) on a Pro Forma Basis.



Section 1.4 Rounding. Any financial ratios required to be maintained by the Borrower
pursuant to this Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by which such ratio or
percentage is expressed herein and rounding the result up or down to the nearest number (with a
rounding-up if there is no nearest number).



Section 1.5 References to Agreement and Laws. Unless otherwise expressly provided
herein, (a) references to formation documents, governing documents, agreements (including the Loan
Documents) and other contractual instruments shall be deemed to include all subsequent amendments,
restatements, extensions, supplements and other modifications thereto, but only to the extent that
such amendments, restatements, extensions, supplements and other modifications are not prohibited
by any Loan Document; and (b) references to any Applicable Law shall include all statutory and
regulatory provisions consolidating, amending, replacing, supplementing or interpreting such
Applicable Law.



Section 1.6 Times of Day. Unless otherwise specified, all references herein to times
of day shall be references to Eastern time (daylight or standard, as applicable).



Section 1.7 Letter of Credit Amounts. Unless otherwise specified, all references
herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face
amount of such Letter of Credit after giving effect to all increases thereof contemplated by such
Letter of Credit or the Letter of Credit Application therefor (at the time specified therefor in
such applicable Letter of Credit or Letter of Credit Application and as such amount may be reduced
by (a) any permanent reduction of such Letter of Credit or (b) any amount which is drawn,
reimbursed and no longer available under such Letter of Credit).



ARTICLE II




REVOLVING CREDIT FACILITY




Section 2.1 Revolving Credit Loans. Subject to the terms and conditions of this
Agreement and the other Loan Documents, and in reliance upon the representations and warranties set
forth herein, each Revolving Credit Lender severally agrees to make Revolving Credit Loans in
Dollars to the Borrower from time to time from the Restatement Date to the Revolving Credit
Maturity Date as requested by the Borrower in accordance with the terms of Section 2.3;
provided, that (a) the Revolving Credit Outstandings shall not exceed the Revolving Credit
Commitment and (b) the principal amount of outstanding Revolving Credit Loans from any Revolving
Credit Lender plus such Revolving Credit Lender’s Revolving Credit Commitment Percentage of
outstanding L/C Obligations and outstanding Swingline Loans shall not at any time exceed such
Revolving Credit Lender’s Revolving Credit Commitment. Each Revolving Credit Loan by a Revolving
Credit Lender shall be in a principal amount equal to such Revolving Credit Lender’s Revolving
Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested
on such occasion. Subject to the terms and conditions hereof, the Borrower may borrow, repay and
reborrow Revolving Credit Loans hereunder until the Revolving Credit Maturity Date.



Section 2.2 Swingline Loans.



(a) Availability. Subject to the terms and conditions of this Agreement, the
Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower from time to time from
the Restatement Date through, but not including, the Revolving Credit Maturity Date;
provided, that (a) after giving effect to any amount requested, the Revolving Credit
Outstandings shall not exceed the Revolving Credit Commitment and (b) the aggregate principal
amount of all outstanding Swingline Loans (after giving effect to any amount requested), shall not
exceed the lesser of (i) the Revolving Credit Commitment less the sum of all outstanding Revolving
Credit Loans and the L/C Obligations and (ii) the Swingline Commitment. Immediately upon the
making of a Swingline Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably
and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such
Swingline Loan in an amount equal to the product of such Revolving Credit Lender’s Revolving Credit
Commitment Percentage times the amount of such Swingline Loan.



(b) Refinancing of Swingline Loans.




(i) The Swingline Lender at any time in its sole discretion may request, on behalf of
the Borrower (which hereby irrevocably authorizes the Swingline Lender to so request on its
behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such
Lender’s Revolving Credit Commitment Percentage of Swingline Loans then outstanding. Such
request shall be made in writing (which written request shall be deemed to be a Notice of
Borrowing for purposes hereof) and in accordance with the requirements of Section
2.3, without regard to the minimum and multiples specified therein for the principal
amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit
Commitment and the conditions set forth in Section 5.2. The Swingline Lender shall
furnish the Borrower with a copy of the applicable Notice of Borrowing promptly after
delivering such notice to the Administrative Agent. Each Lender shall make an amount equal
to its Revolving Credit Commitment Percentage of the amount specified in such Notice of
Borrowing available to the Administrative Agent in immediately available funds for the
account of the Swingline Lender at the Administrative Agent’s Office not later than 2:00
p.m. on the day specified in the Notice of Borrowing, whereupon, subject to Section
2.2(b)(ii), each Lender that so makes funds available shall be deemed to have made a
Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the
funds so received to the Swingline Lender. No Revolving Credit Lender’s obligation to fund
its respective Revolving Credit Commitment Percentage of a Base Rate Loan shall be affected
by any other Revolving Credit Lender’s failure to fund its Revolving Credit Commitment
Percentage of such Base Rate Loan, nor shall any Revolving Credit Lender’s Revolving Credit
Commitment Percentage be increased as a result of any such failure of any other Revolving
Credit Lender to fund its Revolving Credit Commitment Percentage of a Base Rate Loan.




(ii) If for any reason any Swingline Loan cannot be refinanced by such a Base Rate Loan
in accordance with Section 2.2(b)(i), the request for Base Rate Loans submitted by
the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline
Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant
Swingline Loan and each Revolving Credit Lender’s payment to the Administrative Agent for
the account of the Swingline Lender pursuant to Section 2.2(b)(i) shall be deemed
payment in respect of such participation.




(iii) If any Revolving Credit Lender fails to make available to the Administrative
Agent for the account of the Swingline Lender any amount required to be paid by such Lender
pursuant to the foregoing provisions of this Section 2.2 by the time specified in
Section 2.2(b)(i), the Swingline Lender shall be entitled to recover from such
Lender (acting through the Administrative Agent), on demand, such amount with interest
thereon for the period from the date such payment is required to the date on which such
payment is immediately available to the Swingline Lender at a rate per annum equal to the
greater of the Federal Funds Rate and a rate determined by the Swingline Lender in
accordance with banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the Swingline Lender in connection with
the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the
amount so paid shall constitute such Lender’s Base Rate Loan included in the relevant Base
Rate Loan or funded participation in the relevant Swingline Loan, as the case may be. A
certificate of the Swingline Lender submitted to any Lender (through the Administrative
Agent) with respect to any amounts owing under this clause (iii) shall be conclusive
absent manifest error.




(iv) Each Revolving Credit Lender acknowledges and agrees that its obligation to make
Base Rate Loans or to purchase and fund risk participations in Swingline Loans in accordance
with the terms of this Section is absolute and unconditional and shall not be affected by
any circumstance whatsoever including (A) any setoff, counterclaim, recoupment, defense or
other right which such Lender may have against the Swingline Lender, the Borrower or any
other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or
(C) any other occurrence, event or condition, whether or not similar to any of the
foregoing; provided, however, that each Revolving Credit Lender’s obligation
to make Base Rate Loans pursuant to this Section 2.2 is subject to the conditions
set forth in Section 5.2. No such funding of risk participations shall relieve or
otherwise impair the obligation of the Borrower to repay Swingline Loans, together with
interest as provided herein.



(c) Repayment of Participations.




(i) At any time after any Revolving Credit Lender has purchased and funded a risk
participation in a Swingline Loan, if the Swingline Lender receives any payment on account
of such Swingline Loan, the Swingline Lender will distribute to such Lender its Applicable
Percentage thereof in the same funds as those received by the Swingline Lender.




(ii) If any payment received by the Swingline Lender in respect of principal or
interest on any Swingline Loan is required to be returned by the Swingline Lender under any
of the circumstances described in Section 13.7 (including pursuant to any settlement
entered into by the Swingline Lender in its discretion), each Revolving Credit Lender shall
pay to the Swingline Lender its Revolving Credit Commitment Percentage thereof on demand of
the Administrative Agent, plus interest thereon from the date of such demand to the date
such amount is returned, at a rate per annum equal to the Federal Funds Rate. The
Administrative Agent will make such demand upon the request of the Swingline Lender. The
obligations of the Revolving Credit Lenders under this clause shall survive the payment in
full of the Obligations and the termination of this Agreement.



Section 2.3 Procedure for Advances of Revolving Credit Loans and Swingline Loans.



(a) Requests for Borrowing. The Borrower shall give the Administrative Agent
irrevocable prior written notice substantially in the form of Exhibit B (a “Notice of
Borrowing”) not later than 1:00 p.m. (i) on the same Business Day as each Base Rate
Loan and each Swingline Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan,
of its intention to borrow, specifying (A) the date of such borrowing, which shall be a Business
Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an
aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or if
less, the entirety of the unutilized Revolving Credit Commitment), (y) with respect to LIBOR Rate
Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof and (z) with respect to Swingline Loans in an aggregate principal amount of $500,000 or a
whole multiple of $100,000 in excess thereof (or if less, the entirety of the unutilized Swingline
Commitment), (C) whether such Loan is to be a Revolving Credit Loan or Swingline Loan, (D) in the
case of a Revolving Credit Loan whether the Loans are to be LIBOR Rate Loans or Base Rate Loans,
and (E) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto.
A Notice of Borrowing received after 1:00 p.m. shall be deemed received on the next Business Day.
The Administrative Agent shall promptly notify the Revolving Credit Lenders of each Notice of
Borrowing.



(b) Disbursement of Revolving Credit and Swingline Loans. Not later than 2:00 p.m. on
the proposed borrowing date, (i) each Revolving Credit Lender will make available to the
Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in
funds immediately available to the Administrative Agent, such Revolving Credit Lender’s Revolving
Credit Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date and
(ii) the Swingline Lender will make available to the Administrative Agent, for the account of the
Borrower, at the office of the Administrative Agent in funds immediately available to the
Administrative Agent, the Swingline Loans to be made on such borrowing date. The Borrower hereby
irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing
requested pursuant to this Section no later than 4:00 p.m. on the proposed borrowing date in
immediately available funds by crediting or wiring such proceeds to the deposit account of the
Borrower identified in the most recent notice substantially in the form attached as Exhibit C (a
“Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or
as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time.
Subject to Section 4.7, the Administrative Agent shall not be obligated to disburse the
portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section to the
extent that any Revolving Credit Lender has not made available to the Administrative Agent its
Revolving Credit Commitment Percentage of such Loan. Revolving Credit Loans to be made for the
purpose of refunding Swingline Loans shall be made by the Revolving Credit Lenders as provided in
Section 2.2(b).



Section 2.4 Repayment and Prepayment of Revolving Credit and Swingline Loans.



(a) Repayment on Termination Date. The Borrower hereby agrees to repay the
outstanding principal amount of (i) all Revolving Credit Loans in full on the Revolving Credit
Maturity Date, and (ii) all Swingline Loans on the earlier to occur of (A) seven (7) days after
such Swingline Loan is made and (B) the Revolving Credit Maturity Date, together, in each case of
Revolving Credit Loans and Swingline Loans, with all accrued but unpaid interest thereon.



(b) Mandatory Prepayments. If at any time the Revolving Credit Outstandings exceed
the Revolving Credit Commitment, the Borrower agrees to repay immediately upon notice from the
Administrative Agent, by payment to the Administrative Agent for the account of the Revolving
Credit Lenders, Extensions of Credit in an amount equal to such excess with each such repayment
applied first, to the principal amount of outstanding Swingline Loans, second, to the
principal amount of outstanding Revolving Credit Loans and third, with respect to any
Letters of Credit then outstanding, a payment of Cash Collateral into a cash collateral account
opened by the Administrative Agent, for the benefit of the Revolving Credit Lenders, in an amount
equal to the aggregate L/C Obligations then outstanding (such cash collateral to be applied in
accordance with Section 11.2(b)).



(c) Optional Prepayments. The Borrower may at any time and from time to time prepay
Revolving Credit Loans and Swingline Loans, in whole or in part, with irrevocable prior written
notice to the Administrative Agent substantially in the form attached as Exhibit D (a “Notice
of Prepayment”) given not later than 1:00 p.m. (i) on the same Business Day as each Base Rate
Loan and each Swingline Loan and (ii) at least two (2) Business Days before each LIBOR Rate Loan,
specifying the date and amount of prepayment and whether the prepayment is of LIBOR Rate Loans,
Base Rate Loans, Swingline Loans or a combination thereof, and, if of a combination thereof, the
amount allocable to each; provided that a Notice of Prepayment may state that such notice
is conditioned upon the effectiveness of debt or equity issuances, in which case, such notice may
be revoked by the Borrower by notice to the Administrative Agent prior to the date of such proposed
prepayment if such issuance is not consummated. Upon receipt of such notice, the Administrative
Agent shall promptly notify each Revolving Credit Lender. If any such notice is given, the amount
specified in such notice shall be due and payable on the date set forth in such notice. Partial
prepayments shall be in an aggregate amount of $1,000,000 or a whole multiple of $1,000,000 in
excess thereof with respect to Base Rate Loans, $5,000,000 or a whole multiple of $1,000,000 in
excess thereof with respect to LIBOR Rate Loans and $100,000 or a whole multiple of $100,000 in
excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 1:00 p.m.
shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any
amount required to be paid pursuant to Section 4.9.



(d) Hedge Agreements. No repayment or prepayment pursuant to this Section shall
affect any of the Borrower’s obligations under any Hedge Agreement.



Section 2.5 Permanent Reduction of the Revolving Credit Commitment.



(a) Voluntary Reduction. The Borrower shall have the right at any time and from time
to time, upon at least three (3) Business Days prior written notice to the Administrative Agent, to
permanently reduce, without premium or penalty, (i) the entire Revolving Credit Commitment at any
time or (ii) portions of the Revolving Credit Commitment, from time to time, in an aggregate
principal amount not less than $3,000,000 or any whole multiple of $1,000,000 in excess thereof.
Any reduction of the Revolving Credit Commitment shall be applied to the Revolving Credit
Commitment of each Revolving Credit Lender according to its Revolving Credit Commitment Percentage.
All Commitment Fees accrued until the effective date of any termination of the Revolving Credit
Commitment shall be paid on the effective date of such termination.



(b) Corresponding Payment. Each permanent reduction permitted pursuant to this
Section shall be accompanied by a payment of principal sufficient to reduce the aggregate
outstanding Revolving Credit Loans, Swingline Loans and L/C Obligations, as applicable, after such
reduction to the Revolving Credit Commitment as so reduced and if the Revolving Credit Commitment
as so reduced is less than the aggregate amount of all outstanding Letters of Credit, the Borrower
shall be required to Cash Collateralize the aggregate L/C Obligations then outstanding. Such Cash
Collateral shall be applied in accordance with Section 11.2(b). Any reduction of the
Revolving Credit Commitment to zero shall be accompanied by payment of all outstanding Revolving
Credit Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the
Administrative Agent for all L/C Obligations) and shall result in the termination of the Revolving
Credit Commitment and the Swingline Commitment and the Revolving Credit Facility. If the reduction
of the Revolving Credit Commitment requires the repayment of any LIBOR Rate Loan, such repayment
shall be accompanied by any amount required to be paid pursuant to Section 4.9.



Section 2.6 Termination of Revolving Credit Facility. The Revolving Credit Facility
and the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date.



ARTICLE III




LETTER OF CREDIT FACILITY




Section 3.1 L/C Commitment.



(a) Availability. Subject to the terms and conditions hereof, the Issuing Lender, in
reliance on the agreements of the other Lenders set forth in Section 3.4, agrees to issue
standby letters of credit (the “Letters of Credit”) for the account of the Borrower on any
Business Day from the Restatement Date to but not including the fifth (5th) Business Day prior to
the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing
Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of
Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C
Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment.
Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $500,000 (or such
lesser amount as agreed to by the Issuing Lender), (ii) be a standby letter of credit issued to
support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred
in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after
the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for
additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other
documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th)
Business Day prior to the Revolving Credit Maturity Date and (iv) be subject to the ISP98 and, to
the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall
not at any time be obligated to issue any Letter of Credit hereunder if such issuance would
conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by,
any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters
of Credit shall also include extensions or modifications of any outstanding Letters of Credit,
unless the context otherwise requires. As of the Restatement Date, each of the Existing Letters of
Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter
of Credit issued and outstanding hereunder.



(b) Defaulting Lenders. At any time that there shall exist a Defaulting Lender,
within one (1) Business Day following the written request of the Administrative Agent or the
Issuing Lender (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the
Issuing Lenders’ Fronting Exposure with respect to such Defaulting Lender (determined after giving
effect to Section 4.14(a)(iv) and any Cash Collateral provided by such Defaulting Lender)
in an amount not less than the Minimum Collateral Amount.




(i) Grant of Security Interest. The Borrower, and to the extent provided by
any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent,
for the benefit of the Issuing Lender, and agrees to maintain, a first priority security
interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to
fund participations in respect of L/C Obligations, to be applied pursuant to clause
(ii) below. If at any time the Administrative Agent determines that Cash Collateral is
subject to any right or claim of any Person other than the Administrative Agent and the
Issuing Lender as herein provided, or that the total amount of such Cash Collateral is less
than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the
Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral
in an amount sufficient to eliminate such deficiency (after giving effect to any Cash
Collateral provided by the Defaulting Lender).




(ii) Application. Notwithstanding anything to the contrary contained in this
Agreement, Cash Collateral provided under this Section 3.1(b) or 4.14 in
respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s
obligation to fund participations in respect of L/C Obligations (including, as to Cash
Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for
which the Cash Collateral was so provided, prior to any other application of such property
as may otherwise be provided for herein.




(iii) Termination of Requirement. Cash Collateral (or the appropriate portion
thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be
required to be held as Cash Collateral pursuant to this Section 3.1(b) following (x)
the elimination of the applicable Fronting Exposure (including by the termination of
Defaulting Lender status of the applicable Lender), or (y) the determination by the
Administrative Agent and the Issuing Lender that there exists excess Cash Collateral;
provided that, subject to Section 4.14 the Person providing Cash Collateral
and the Issuing Lender may agree that Cash Collateral shall be held to support future
anticipated Fronting Exposure or other obligations.



Section 3.2 Procedure for Issuance of Letters of Credit. The Borrower may from time
to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing
Lender at the Administrative Agent’s Office a Letter of Credit Application therefor, completed to
the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and
information as the Issuing Lender may request. Upon receipt of any Letter of Credit Application,
the Issuing Lender shall process such Letter of Credit Application and the certificates, documents
and other papers and information delivered to it in connection therewith in accordance with its
customary procedures and shall, subject to Section 3.1 and Article V, promptly
issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required
to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter
of Credit Application therefor and all such other certificates, documents and other papers and
information relating thereto) by issuing the original of such Letter of Credit to the beneficiary
thereof or as otherwise may be agreed by the Issuing Lender and the Borrower. The Issuing Lender
shall promptly furnish to the Borrower a copy of such Letter of Credit and promptly notify each
Revolving Credit Lender of the issuance and upon request by any Revolving Credit Lender, furnish to
such Lender a copy of such Revolving Credit Letter of Credit and the amount of such Revolving
Credit Lender’s participation therein.



Section 3.3 Commissions and Other Charges.



(a) Letter of Credit Commissions. The Borrower shall pay to the Administrative Agent,
for the account of the Issuing Lender and the L/C Participants, a letter of credit commission with
respect to each Letter of Credit in the amount equal to the face amount of such Letter of Credit
multiplied by the Applicable Margin with respect to Revolving Credit Loans that are LIBOR
Rate Loans (determined on a per annum basis). Such commission shall accrue quarterly in arrears on
the last Business Day of each calendar quarter and shall be payable on the third Business Day of
the immediately following calendar quarter, on the Revolving Credit Maturity Date and thereafter on
demand of the Administrative Agent. The Administrative Agent shall, promptly following its receipt
thereof, distribute to the Issuing Lender and the L/C Participants all commissions received
pursuant to this Section in accordance with their respective Revolving Credit Commitment
Percentages.



(b) Fronting Fee. In addition to the foregoing commission, the Borrower shall pay to
the Administrative Agent, for the account of the Issuing Lender, a fronting fee with respect to
each Letter of Credit as set forth in the Fee Letter. Such issuance fee shall accrue quarterly in
arrears on the last Business Day of each calendar quarter and shall be payable on the third
Business Day of the immediately following calendar quarter, commencing with the first such date to
occur after the issuance of such Letter of Credit, on the Revolving Credit Maturity Date and
thereafter on demand of the Administrative Agent.



(c) Other Costs. In addition to the foregoing fees and commissions, the Borrower
shall pay or reimburse the Issuing Lender for such standard and customary costs and expenses as are
incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or
otherwise administering any Letter of Credit.



Section 3.4 L/C Participations.



(a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant,
and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant
irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender,
on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an
undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in the
Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued
hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant
unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any
Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower through a
Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C
Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices
specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage
of the amount of such draft, or any part thereof, which is not so reimbursed.



(b) Upon becoming aware of any amount required to be paid by any L/C Participant to the
Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any
payment made by the Issuing Lender under any Letter of Credit, the Issuing Lender shall notify each
L/C Participant of the amount and due date of such required payment and such L/C Participant shall
pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is
paid to the Issuing Lender after the date such payment is due, such L/C Participant shall pay to
the Issuing Lender on demand, in addition to such amount, the product of (i) such amount,
multiplied by (ii) the daily average Federal Funds Rate as determined by the Administrative
Agent during the period from and including the date such payment is due to the date on which such
payment is immediately available to the Issuing Lender, multiplied by (iii) a fraction the
numerator of which is the number of days that elapse during such period and the denominator of
which is 360. A certificate of the Issuing Lender with respect to any amounts owing under this
Section shall be conclusive in the absence of manifest error. With respect to payment to the
Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants
receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such
payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment
shall be due on the following Business Day.



(c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit
and has received from any L/C Participant its Revolving Credit Commitment Percentage of such
payment in accordance with this Section, the Issuing Lender receives any payment related to such
Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on
account thereof, the Issuing Lender will distribute to such L/C Participant its pro
rata share thereof; provided, that in the event that any such payment received by
the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant
shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender
to it.



(d) Each L/C Participant’s obligation to make the Revolving Credit Loans referred to in
Section 3.5 and to purchase participating interests pursuant to Section 3.4(a)
shall be absolute and unconditional and shall not be affected by any circumstance, including (i)
any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender or
the Borrower may have against the Issuing Lender, the Borrower or any other Person for any reason
whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure
to satisfy any of the other conditions specified in Article V, (iii) any adverse change in
the condition (financial or otherwise) of the Borrower, (iv) any breach of the Agreement or any
other Loan Document by the Borrower, any other Credit Party or any other Revolving Credit Lender or
(v) any other circumstance, happening or event whatsoever, whether or not similar to any of the
foregoing.



Section 3.5 Reimbursement Obligation of the Borrower. In the event of any drawing
under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a
Revolving Credit Loan as provided for in this Section or with immediately available funds from
other sources), the Issuing Lender on each date on which the Issuing Lender has provided notice to
the Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of
(a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the
Issuing Lender in connection with such payment. Such payment shall be made not later than 2:00
p.m. on (i) the Business Day that the Borrower receives such notice, if such notice is received
prior to 10:00 a.m. on such day or (ii) the Business Day after the Borrower receives such notice,
if such notice is received after 10:00 a.m. on such day. If the Borrower does not make such
payment when due, the Borrower shall be deemed to have timely given a Notice of Borrowing to the
Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan
bearing interest at the Base Rate on such date in the amount of (a) such draft so paid and (b) any
amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with
such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest
at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing
Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender
acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this
Section to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction
of the conditions set forth in Section 2.3 or Article V. If the Borrower has
elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse
the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest
at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from
the date such amounts become payable (whether at stated maturity, by acceleration or otherwise)
until payment in full.



Section 3.6 Obligations Absolute. The Borrower’s obligations under this Article
III (including the Reimbursement Obligation) shall be absolute and unconditional under any and
all circumstances and irrespective of any set off, counterclaim or defense to payment which the
Borrower may have or have had against the Issuing Lender or any beneficiary of a Letter of Credit
or any other Person. The Borrower also agrees that the Issuing Lender and the L/C Participants
shall not be responsible for, and the Borrower’s Reimbursement Obligation under Section 3.5
shall not be affected by, among other things, the validity or genuineness of documents or of any
endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or
forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or
any other party to which such Letter of Credit may be transferred or any claims whatsoever of the
Borrower against any beneficiary of such Letter of Credit or any such transferee. The Issuing
Lender 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 Letter of Credit,
except for errors or omissions caused by the Issuing Lender’s gross negligence, bad faith or
willful misconduct, as determined by a court of competent jurisdiction by final nonappealable
judgment. The Borrower agrees that any action taken or omitted by the Issuing Lender under or in
connection with any Letter of Credit or the related drafts or documents, if done in the absence of
gross negligence, bad faith or willful misconduct shall be binding on the Borrower and shall not
result in any liability of the Issuing Lender or any L/C Participant to the Borrower. The
responsibility of the Issuing Lender to the Borrower in connection with any draft presented for
payment under any Letter of Credit shall, in addition to any payment obligation expressly provided
for in such Letter of Credit, be limited to determining that the documents (including each draft)
delivered under such Letter of Credit in connection with such presentment are in conformity with
such Letter of Credit.



Section 3.7 Effect of Letter of Credit Application. To the extent that any provision
of any Letter of Credit Application related to any Letter of Credit is inconsistent with the
provisions of this Article III, the provisions of this Article III shall apply.



ARTICLE IV




GENERAL LOAN PROVISIONS




Section 4.1 Interest.



(a) Interest Rate Options. Subject to the provisions of this Section, at the election
of the Borrower, (i) Revolving Credit Loans shall bear interest at (A) the Base Rate plus
the Applicable Margin for Base Rate Loans or (B) the LIBOR Rate plus the Applicable Margin
for LIBOR Rate Loans and (ii) any Swingline Loan shall bear interest at the LIBOR Market Index Rate
plus the Applicable Margin for LIBOR Rate Loans. The Borrower shall select the rate of
interest and Interest Period, if any, applicable to any Loan at the time a Notice of Borrowing is
given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2.
Any Loan or any portion thereof as to which the Borrower has not duly specified an interest rate as
provided herein shall be deemed a Base Rate Loan.



(b) Interest Periods. In connection with each LIBOR Rate Loan, the Borrower, by
giving notice at the times described in Section 2.3 or 4.2, as applicable, shall
elect an interests period (each, an “Interest Period”) to be applicable to such Loan, which
Interest Period shall be a period of one (1) week or one (1), two (2), three (3), or six (6)
months; provided that:




(i) the Interest Period shall commence on the date of advance of or conversion to any
LIBOR Rate Loan and, in the case of immediately successive Interest Periods, each successive
Interest Period shall commence on the date on which the immediately preceding Interest
Period expires;




(ii) if any Interest Period would otherwise expire on a day that is not a Business Day,
such Interest Period shall expire on the next succeeding Business Day; provided,
that if any Interest Period with respect to a LIBOR Rate Loan would otherwise expire on a
day that is not a Business Day but is a day of the month after which no further Business Day
occurs in such month, such Interest Period shall expire on the immediately preceding
Business Day;




(iii) any Interest Period with respect to a LIBOR Rate Loan that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period) shall end on the
last Business Day of the relevant calendar month at the end of such Interest Period;




(iv) no Interest Period shall extend beyond the Revolving Credit Maturity Date; and




(v) there shall be no more than ten (10) Interest Periods in effect at any time.



(c) Default Rate. Subject to Section 11.3, (i) immediately upon the
occurrence and during the continuance of an Event of Default under Section 11.1(a),
(b), (h), or (i), or (ii) at the election of the Required Lenders, upon the
occurrence and during the continuance of any other Event of Default, (A) the Borrower shall no
longer have the option to request LIBOR Rate Loans, Swingline Loans or Letters of Credit, (B) all
outstanding LIBOR Rate Loans shall bear interest at a rate per annum of 2% in excess of the rate
(including the Applicable Margin) then applicable to Base Rate Loans, and (C) all outstanding Base
Rate Loans and other Obligations arising hereunder or under any other Loan Document shall bear
interest at a rate per annum equal to 2% in excess of the rate (including the Applicable Margin)
then applicable to Base Rate Loans or such other Obligations arising hereunder or under any other
Loan Document. Interest shall continue to accrue on the Obligations after the filing by or against
the Borrower of any petition seeking any relief in bankruptcy or under any Debtor Relief Law.



(d) Interest Payment and Computation. Interest on each Base Rate Loan shall accrue in
arrears on the last Business Day of each calendar quarter (commencing with the calendar quarter
ending December 31, 2017) and shall be due and payable on the third Business Day of the immediately
following calendar quarter; and interest on each LIBOR Rate Loan shall be due and payable on the
last day of each Interest Period applicable thereto, and if such Interest Period extends over three
(3) months, at the end of each three (3) month interval during such Interest Period. All
computations of interest for Base Rate Loans when the Base Rate is determined by the Prime Rate and
the Commitment Fee shall be made on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed. All other computations of fees (other than the Commitment Fee) and interest
provided hereunder shall be made on the basis of a 360-day year and actual days elapsed (which
results in more fees or interest, as applicable, being paid than if computed on the basis of a
365/366-day year).



(e) Maximum Rate. In no contingency or event whatsoever shall the aggregate of all
amounts deemed interest under this Agreement charged or collected pursuant to the terms of this
Agreement exceed the highest rate permissible under any Applicable Law which a court of competent
jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a
court determines that the Lenders have charged or received interest hereunder in excess of the
highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum
rate permitted by Applicable Law and the Lenders shall at the Administrative Agent’s option (i)
promptly refund to the Borrower any interest received by the Lenders in excess of the maximum
lawful rate or (ii) apply such excess to the principal balance of the Obligations on a pro
rata basis. It is the intent hereof that the Borrower not pay or contract to pay, and that
neither the Administrative Agent nor any Lender receive or contract to receive, directly or
indirectly in any manner whatsoever, interest in excess of that which may be paid by the Borrower
under Applicable Law.



Section 4.2 Notice and Manner of Conversion or Continuation of Loans. Provided that
no Default or Event of Default has occurred and is then continuing, the Borrower shall have the
option to (a) convert at any time all or any portion of any outstanding Base Rate Loans in a
principal amount equal to $1,000,000 or any whole multiple of $1,000,000 in excess thereof into one
or more LIBOR Rate Loans and (b) upon the expiration of any Interest Period, (i) convert all or any
part of its outstanding LIBOR Rate Loans in a principal amount equal to $5,000,000 or a whole
multiple of $1,000,000 in excess thereof into Base Rate Loans or (ii) continue such LIBOR Rate
Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided
above, the Borrower shall give the Administrative Agent irrevocable prior written notice in the
form attached as Exhibit E (a “Notice of Conversion/Continuation”) not later than
1:00 p.m. three (3) Business Days before the day on which a proposed conversion or continuation of
such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the
case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period
therefor, (B) the effective date of such conversion or continuation (which shall be a Business
Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest
Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent
shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.



Section 4.3 Fees.



(a) Commitment Fee. Commencing on the Restatement Date, subject to Section
4.14(a), the Borrower shall pay to the Administrative Agent, for the account of the Revolving
Credit Lenders, a non-refundable commitment fee (the “Commitment Fee”) at a rate per annum
equal to the Applicable Margin on the average daily unused portion of the Revolving Credit
Commitment of the Revolving Credit Lenders; provided, that the amount of outstanding
Swingline Loans shall not be considered usage of the Revolving Credit Commitment for the purpose of
calculating the Commitment Fee. The Commitment Fee shall accrue in arrears on the last Business
Day of each calendar quarter during the term of this Agreement (commencing with the calendar
quarter ending December 31, 2017) and shall be payable on the third Business Day of the immediately
following calendar quarter and on the Revolving Credit Maturity Date. Such Commitment Fee shall be
distributed by the Administrative Agent to the Revolving Credit Lenders pro rata in
accordance with such Revolving Credit Lenders’ respective Revolving Credit Commitment Percentages.



(b) Other Fees. The Borrower shall pay to the Arranger and the Administrative Agent
for their own respective accounts fees in the amounts and at the times specified in the Fee Letter.
The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in
writing in the amounts and at the times so specified.



Section 4.4 Sharing of Payments. Each payment by the Borrower on account of the
principal of or interest on the Loans or of any fee, commission or other amounts (including the
Reimbursement Obligation) payable to the Lenders under this Agreement (or any of them) shall be
made not later than 3:00 p.m. on the date specified for payment under this Agreement to the
Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled
to such payment in Dollars, in immediately available funds and shall be made without any setoff,
counterclaim or deduction whatsoever. Any payment received after 3:00 p.m. shall be deemed to have
been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative
Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its
address for notices set forth herein its pro rata share of such payment in accordance with the
amounts then due and payable to such Lenders, (except as specified below) and shall wire advice of
the amount of such credit to each Lender. Each payment to the Administrative Agent on account of
the principal of or interest on the Swingline Loans or of any fee, commission or other amounts
payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline
Lender. Each payment to the Administrative Agent of the Issuing Lender’s fees or L/C Participants’
commissions shall be made in like manner, but for the account of the Issuing Lender or the L/C
Participants, as the case may be. Each payment to the Administrative Agent of Administrative
Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount
payable to any Lender under Section 4.9, 4.10, 4.11 or 13.3 shall
be paid to the Administrative Agent for the account of the applicable Lender. Subject to
Section 4.1(b)(ii), if any payment under this Agreement shall be specified to be made upon
a day which is not a Business Day, it shall be made on the next succeeding day which is a Business
Day and such extension of time shall in such case be included in computing any interest if payable
along with such payment.



Section 4.5 Evidence of Indebtedness.



(a) Extensions of Credit. The Extensions of Credit made by each Lender shall be
evidenced by one or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by the Administrative
Agent and each Lender shall be conclusive absent manifest error of the amount of the Extensions of
Credit made by the Lenders to the Borrower and the interest and payments thereon. Any failure to
so record or any error in doing so shall not, however, limit or otherwise affect the obligation of
the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of
any conflict between the accounts and records maintained by any Lender and the accounts and records
of the Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error. Upon the request of any
Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a Revolving Credit Note and/or Swingline Note, as applicable,
which shall evidence such Lender’s Revolving Credit Loans and/or Swingline Loans, as applicable, in
addition to such accounts or records. Each Lender may attach schedules to its Notes and endorse
thereon the date, amount and maturity of its Loans and payments with respect thereto.



(b) Participations. In addition to the accounts and records referred to in
paragraph (a), each Revolving Credit Lender and the Administrative Agent shall maintain in
accordance with its usual practice accounts or records evidencing the purchases and sales by such
Revolving Credit Lender of participations in Letters of Credit and Swingline Loans. In the event
of any conflict between the accounts and records maintained by the Administrative Agent and the
accounts and records of any Revolving Credit Lender in respect of such matters, the accounts and
records of the Administrative Agent shall control in the absence of manifest error.



Section 4.6 Adjustments. If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its
Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of
the aggregate amount of its Loans and accrued interest thereon or other such obligations (other
than pursuant to Section 4.9, 4.10, 4.11 or 13.3) greater than its
pro rata share thereof as provided herein, then the Lender receiving such greater
proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at
face value) participations in the Loans and such other obligations of the other Lenders, or make
such other adjustments as shall be equitable, so that the benefit of all such payments shall be
shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Loans and other amounts owing them; provided that




(i) if any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and




(ii) the provisions of this paragraph shall not be construed to apply to (A) any
payment made by the Borrower pursuant to and in accordance with the express terms of this
Agreement (including the application of funds arising from the existence of a Defaulting
Lender), (B) the application of Cash Collateral provided for herein or (C) any payment
obtained by a Lender as consideration for the assignment of or sale of a participation in
any of its Loans or participations in Swingline Loans and Letters of Credit to any assignee
or participant, other than to the Borrower or any Subsidiary thereof (as to which the
provisions of this paragraph shall apply).



Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so
under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against each Credit Party rights of setoff and counterclaim with respect
to such participation as fully as if such Lender were a direct creditor of each Credit Party in the
amount of such participation.



Section 4.7 Obligations of Lenders.



(a) Funding by Lenders; Presumption by Administrative Agent. Unless the
Administrative Agent shall have received notice from a Lender (i) in the case of Base Rate Loans,
not later than 1:00 pm on the date of any proposed borrowing and (ii) otherwise, prior to the
proposed date of any borrowing that such Lender will not make available to the Administrative Agent
such Lender’s share of such borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with Section 2.3(b) and may, in
reliance upon such assumption, make available to the Borrower a corresponding amount. In such
event, if a Lender has not in fact made its share of the applicable borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower to but excluding the
date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such
Lender, the greater of the daily average Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation and (ii)
in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate
Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the
same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the
amount of such interest paid by the Borrower for such period. If such Lender pays its share of the
applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such
Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice
to any claim the Borrower may have against a Lender that shall have failed to make such payment to
the Administrative Agent.



(b) Nature of Obligations of Lenders Regarding Extensions of Credit. The obligations
of the Lenders under this Agreement to make the Loans and issue or participate in Letters of Credit
are several and are not joint or joint and several. The failure of any Lender to make available
its Revolving Credit Commitment Percentage of any Loan requested by the Borrower shall not relieve
it or any other Lender of its obligation, if any, hereunder to make its Revolving Credit Commitment
Percentage of such Loan available on the borrowing date, but no Lender shall be responsible for the
failure of any other Lender to make its Revolving Credit Commitment Percentage of such Loan
available on the borrowing date.



Section 4.8 Changed Circumstances.



(a) Circumstances Affecting LIBOR Rate Availability. In connection with any request
for a LIBOR Rate Loan or a Base Rate Loan as to which the interest rate is determined with
reference to LIBOR or a conversion to or continuation thereof, if for any reason (i) the
Administrative Agent shall determine (which determination shall be conclusive and binding absent
manifest error) that Dollar deposits are not being offered to banks in the London interbank
Eurodollar market for the applicable amount and Interest Period of such Loan, (ii) the
Administrative Agent shall determine (which determination shall be conclusive and binding absent
manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate
for such Interest Period with respect to a proposed LIBOR Rate Loan or any Base Rate Loan as to
which the interest rate is determined with reference to LIBOR or (iii) the Required Lenders shall
determine (which determination shall be conclusive and binding absent manifest error) that the
LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining
such Loans during such Interest Period, then the Administrative Agent shall promptly give notice
thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that
such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans or Base
Rate Loan as to which the interest rate is determined with reference to LIBOR and the right of the
Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan or a Base Rate Loan as to
which the interest rate is determined with reference to LIBOR shall be suspended, and (i) in the
case of LIBOR Rate Loans, the Borrower shall either (A) repay in full (or cause to be repaid in
full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued
interest thereon (subject to Section 4.1(d)), on the last day of the then current Interest
Period applicable to such LIBOR Rate Loan; or (B) convert the then outstanding principal amount of
each such LIBOR Rate Loan to a Base Rate Loan as to which the interest rate is not determined by
reference to LIBOR as of the last day of such Interest Period; or (ii) in the case of Base Rate
Loans as to which the interest rate is determined by reference to LIBOR, the Borrower shall convert
the then outstanding principal amount of each such Loan to a Base Rate Loan as to which the
interest rate is not determined by reference to LIBOR as of the last day of such Interest Period.



(b) Laws Affecting LIBOR Rate Availability. If, after the date hereof, the
introduction of, or any change in, any Applicable Law or any change in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any of the Lenders (or any of
their respective Lending Offices) with any request or directive (whether or not having the force of
law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful
or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its
obligations hereunder to make or maintain any LIBOR Rate Loan or any Base Rate Loan as to which the
interest rate is determined by reference to LIBOR, such Lender shall promptly give notice thereof
to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower
and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such
circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans or Base
Rate Loans as to which the interest rate is determined by reference to LIBOR, and the right of the
Borrower to convert any Loan or continue any Loan as a LIBOR Rate Loan or a Base Rate Loan as to
which the interest rate is determined by reference to LIBOR shall be suspended and thereafter the
Borrower may select only Base Rate Loans as to which the interest rate is not determined by
reference to LIBOR hereunder, (ii) all Base Rate Loans shall cease to be determined by reference to
LIBOR and (iii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to
the end of the then current Interest Period applicable thereto, the applicable Loan shall
immediately be converted to a Base Rate Loan as to which the interest rate is not determined by
reference to LIBOR for the remainder of such Interest Period.



Section 4.9 Indemnity. The Borrower hereby indemnifies each of the Lenders against
any loss or expense which may arise or be attributable to each Lender’s obtaining, liquidating or
employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a
consequence of any failure by the Borrower to make any payment when due of any amount due hereunder
in connection with a LIBOR Rate Loan, (b) due to any failure of the Borrower to borrow, continue or
convert on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation,
(c) due to any payment, prepayment or conversion of any LIBOR Rate Loan on a date other than the
last day of the Interest Period therefor or (d) as a result of the assignment of any LIBOR Rate
Loan other than on the last day of the Interest Period therefor in accordance with the request of
the Borrower pursuant to Section 4.12(b). The amount of such loss or expense shall be
determined, in the applicable Lender’s sole discretion, based upon the assumption that such Lender
funded its Revolving Credit Commitment Percentage of the LIBOR Rate Loans in the London interbank
market and using any reasonable attribution or averaging methods which such Lender deems
appropriate and practical. A certificate of such Lender setting forth the basis for determining
such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower
through the Administrative Agent and shall be conclusively presumed to be correct save for manifest
error.



Section 4.10 Increased Costs.



(a) Increased Costs Generally. If any Change in Law shall:




(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account
of, or advances, loans or other credit extended or participated in by, any Lender (except
any reserve requirement reflected in the LIBOR Rate) or the Issuing Lender;




(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes
described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection
Income Taxes) on its loans, loan principal, letters of credit, commitments, or other
obligations, or, its deposits, reserves, other liabilities or capital attributable thereto;
or




(iii) impose on any Lender or the Issuing Lender or the London interbank market any
other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made
by such Lender or any Letter of Credit or participation therein;




and the result of any of the foregoing shall be to increase the cost to such Lender or such
other Recipient of making, converting into, continuing or maintaining any Loan (or of
maintaining its obligation to make any such Loan), or to increase the cost to such Lender,
the Issuing Lender or such other Recipient of participating in, issuing or maintaining any
Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter
of Credit), or to reduce the amount of any sum received or receivable by such Lender, the
Issuing Lender or such other Recipient hereunder (whether of principal, interest or any
other amount) then, upon written request of such Lender or the Issuing Lender, the Borrower
shall promptly pay to any such Lender, the Issuing Lender or such other Recipient, as the
case may be, such additional amount or amounts as will compensate such Lender, the Issuing
Lender or such other Recipient, as the case may be, for such additional costs incurred or
reduction suffered.



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



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



(d) Delay in Requests. Failure or delay on the part of any Lender or the Issuing
Lender to demand compensation pursuant to this Section shall not constitute a waiver of such
Lender’s or the Issuing Lender’s right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this
Section for any increased costs incurred or reductions suffered more than nine (9) months prior to
the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing
Lender’s intention to claim compensation therefor (except that if the Change in Law giving rise to
such increased costs or reductions is retroactive, then the nine-month period referred to above
shall be extended to include the period of retroactive effect thereof).



Section 4.11 Taxes.



(a) Defined Terms. For purposes of this Section 4.11, the term “Lender”
includes any Issuing Lender and the term “Applicable Law” includes FATCA.



(b) Payments Free of Taxes. Any and all payments by or on account of any obligation
of any Credit Party under any Loan Document shall be made without deduction or withholding for any
Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good
faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any
Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be
entitled to make such deduction or withholding and shall timely pay the full amount deducted or
withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax
is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as
necessary so that after such deduction or withholding has been made (including such deductions and
withholdings applicable to additional sums payable under this Section) the applicable Recipient
receives an amount equal to the sum it would have received had no such deduction or withholding
been made.



(c) Payment of Other Taxes. The Credit Parties shall timely pay to the relevant
Governmental Authority in accordance with Applicable Law, or at the option of the Administrative
Agent, timely reimburse it for the payment of, any Other Taxes.



(d) Indemnification by the Borrower. The Credit Parties shall jointly and severally
indemnify each Recipient, within ten (10) Business Days after demand therefor, for the full amount
of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to
amounts payable under this Section) payable or paid by such Recipient or required to be withheld or
deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by
the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent
manifest error.



(e) Indemnification by the Lenders. Each Lender shall severally indemnify the
Administrative Agent, within ten (10) Business Days after demand therefor, for (i) any Indemnified
Taxes attributable to such Lender (but only to the extent any Credit Party has not already
indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation
of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply
with the provisions of Section 13.10(d) relating to the maintenance of a Participant
Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable
or paid by the Administrative Agent in connection with any Loan Document, and any reasonable
expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to any Lender by the Administrative Agent shall be
conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set
off and apply any and all amounts at any time owing to such Lender under any Loan Document or
otherwise payable by the Administrative Agent to the Lender from any other source against any
amount due to the Administrative Agent under this subsection (e).



(f) Evidence of Payments. As soon as practicable after any payment of Taxes by any
Credit Party to a Governmental Authority pursuant to this Section 4.11, such Credit Party
shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return reporting such payment or
other evidence of such payment reasonably satisfactory to the Administrative Agent.



(g) Status of Lenders.




(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax
with respect to payments made under any Loan Document shall deliver to the Borrower and the
Administrative Agent, at the time or times reasonably requested by the Borrower or the
Administrative Agent, such properly completed and executed documentation reasonably
requested by the Borrower or the Administrative Agent as will permit such payments to be
made without withholding or at a reduced rate of withholding. In addition, any Lender, if
reasonably requested by the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by Applicable Law or reasonably requested by the Borrower or the
Administrative Agent as will enable the Borrower or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or information reporting
requirements. Notwithstanding anything to the contrary in the preceding two sentences, the
completion, execution and submission of such documentation (other than such documentation
set forth in Section 4.11(g)(ii)(A), (ii)(B) and (ii)(D) below)
shall not be required if in the Lender’s reasonable judgment such completion, execution or
submission would subject such Lender to any material unreimbursed cost or expense or would
materially prejudice the legal or commercial position of such Lender.




(ii) Without limiting the generality of the foregoing, in the event that the Borrower
is a U.S. Person,




(A) any Lender that is a U.S. Person shall deliver to the Borrower and the
Administrative Agent on or prior to the date on which such Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request
of the Borrower or the Administrative Agent), executed copies of IRS Form W-9
certifying that such Lender is exempt from U.S. federal backup withholding tax;




(B) any Foreign Lender shall, to the extent it is legally entitled to do so,
deliver to the Borrower and the Administrative Agent (in such number of copies as
shall be requested by the recipient) on or prior to the date on which such Foreign
Lender becomes a Lender under this Agreement (and from time to time thereafter upon
the reasonable request of the Borrower or the Administrative Agent), whichever of
the following is applicable:




(i) in the case of a Foreign Lender claiming the benefits of an income
tax treaty to which the United States is a party (x) with respect to
payments of interest under any Loan Document, executed copies of IRS Form
W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S.
federal withholding Tax pursuant to the “interest” article of such tax
treaty and (y) with respect to any other applicable payments under any Loan
Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or
reduction of, U.S. federal withholding Tax pursuant to the “business
profits” or “other income” article of such tax treaty;




(ii) executed copies of IRS Form W-8ECI;




(iii) in the case of a Foreign Lender claiming the benefits of the
exemption for portfolio interest under Section 881(c) of the Code, (x) a
certificate substantially in the form of Exhibit J-1 to the effect that such
Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of
the Code, a “10 percent shareholder” of the Borrower within the meaning of
Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation”
described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance
Certificate”) and (y) executed copies of IRS Form W-8BEN or W-8BEN-E; or




(iv) to the extent a Foreign Lender is not the beneficial owner,
executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form
W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the
form of Exhibit J-2 or Exhibit J-3, IRS Form W-9, and/or other certification
documents from each beneficial owner, as applicable; provided that
if the Foreign Lender is a partnership and one or more direct or indirect
partners of such Foreign Lender are claiming the portfolio interest
exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate
substantially in the form of Exhibit J-4 on behalf of each such direct and
indirect partner;




(C) any Foreign Lender shall, to the extent it is legally entitled to do so,
deliver to the Borrower and the Administrative Agent (in such number of copies as
shall be requested by the recipient) on or prior to the date on which such Foreign
Lender becomes a Lender under this Agreement (and from time to time thereafter upon
the reasonable request of the Borrower or the Administrative Agent), executed copies
of any other form prescribed by Applicable Law as a basis for claiming exemption
from or a reduction in U.S. federal withholding Tax, duly completed, together with
such supplementary documentation as may be prescribed by Applicable Law to permit
the Borrower or the Administrative Agent to determine the withholding or deduction
required to be made; and




(D) if a payment made to a Lender under any Loan Document would be subject to
U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply
with the applicable reporting requirements of FATCA (including those contained in
Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to
the Borrower and the Administrative Agent at the time or times prescribed by law and
at such time or times reasonably requested by the Borrower or the Administrative
Agent such documentation prescribed by Applicable Law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the
Borrower and the Administrative Agent to comply with their obligations under FATCA
and to determine that such Lender has complied with such Lender’s obligations under
FATCA or to determine the amount to deduct and withhold from such payment. Solely
for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA
after the date of this Agreement.



Each Lender agrees that if any form or certification it previously delivered expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly
notify the Borrower and the Administrative Agent in writing of its legal inability to do so.



(h) Treatment of Certain Refunds. If any party determines, in its sole discretion
exercised in good faith, that it has received a refund of any Taxes as to which it has been
indemnified pursuant to this Section 4.11 (including by the payment of additional amounts
pursuant to this Section 4.11), it shall pay to the indemnifying party an amount equal to
such refund (but only to the extent of indemnity payments made under this Section with respect to
the Taxes giving rise to such refund), net of all out of pocket expenses (including Taxes) of such
indemnified party and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund). Such indemnifying party, upon the request of such
indemnified party, shall repay to such indemnified party the amount paid over pursuant to this
subsection (h) (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) in the event that such indemnified party is required to repay such refund to such
Governmental Authority. Notwithstanding anything to the contrary in this subsection (h), in no
event will the indemnified party be required to pay any amount to an indemnifying party pursuant to
this subsection (h) the payment of which would place the indemnified party in a less favorable net
after Tax position than the indemnified party would have been in if the Tax subject to
indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed
and the indemnification payments or additional amounts with respect to such Tax had never been
paid. This subsection shall not be construed to require any indemnified party to make available
its Tax returns (or any other information relating to its Taxes that it deems confidential) to the
indemnifying party or any other Person.



(i) Survival. Each party’s obligations under this Section 4.11 shall survive
the resignation or replacement of the Administrative Agent or any assignment of rights by, or the
replacement of, a Lender, the termination of the Revolving Credit Commitments and the repayment,
satisfaction or discharge of all obligations under any Loan Document.



Section 4.12 Mitigation Obligations; Replacement of Lenders.



(a) Designation of a Different Lending Office. If any Lender requests compensation
under Section 4.10, or requires the Borrower to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section 4.11, then
such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different
Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender,
such designation or assignment (i) would eliminate or reduce amounts payable pursuant to
Section 4.10 or 4.11, as the case may be, in the future and (ii) would not subject
such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender
in connection with any such designation or assignment.



(b) Replacement of Lenders. If any Lender requests compensation under Section
4.10, or if the Borrower is required to pay additional amounts to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 4.11 and, in each
case, such Lender has declined or is unable to designate a different Lending Office in accordance
with Section 4.12(a), or if any Lender is a Defaulting Lender hereunder or becomes a
Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse
(in accordance with and subject to the restrictions contained in, and consents required by,
Section 13.10), all of its interests, rights and obligations under this Agreement and the
related Loan Documents to an assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that:




(i) the Borrower shall have paid to the Administrative Agent the assignment fee (if
any) specified in Section 13.10;




(ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and funded participations in Letters of Credit and Swingline Loans,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder and
under the other Loan Documents (including any amounts under Section 4.9) from the
assignee (to the extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts);




(iii) in the case of any such assignment resulting from a claim for compensation under
Section 4.10 or payments required to be made pursuant to Section 4.11, such
assignment will result in a reduction in such compensation or payments thereafter;




(iv) such assignment does not conflict with Applicable Law; and




(v) in the case of any assignment resulting from a Lender becoming a Non-Consenting
Lender, the applicable assignee shall have consented to the applicable amendment, waiver or
consent.



A Lender shall not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply.



Section 4.13 Incremental Loans.



(a) At any time prior to the date that is six (6) months prior to the Revolving Credit
Maturity Date, the Borrower may by written notice to the Administrative Agent elect to request the
establishment of one or more incremental Revolving Credit Commitments (any such incremental
Revolving Credit Commitment, a “New Loan Revolving Credit Commitment”) to make incremental
revolving credit loans (any such incremental revolving credit loans, the “New Loans”);
provided that (1) the total aggregate amount for all such New Loan Revolving Credit
Commitments shall not (as of any date of incurrence thereof) exceed $300,000,000 and (2) the total
aggregate amount for each New Loan Revolving Credit Commitment (and the New Loans made thereunder)
shall not be less than a minimum principal amount of $25,000,000 or, if less, the remaining amount
permitted pursuant to the foregoing clause (1). Each such notice shall specify the date
(each, an “Increased Amount Date”) on which the Borrower proposes that any New Loan
Revolving Credit Commitment shall be effective, which shall be a date not less than ten (10)
Business Days after the date on which such notice is delivered to Administrative Agent. The
Borrower may invite any Lender and/or any Affiliate of any Lender and/or any other Person
reasonably satisfactory to the Administrative Agent, to provide a New Loan Revolving Credit
Commitment (any such Person, a “New Lender”). Any Lender or any New Lender offered or
approached to provide all or a portion of any New Loan Revolving Credit Commitment may elect or
decline, in its sole discretion, to provide such New Loan Revolving Credit Commitment. Any New
Loan Revolving Credit Commitment shall become effective as of such Increased Amount Date;
provided that:




(A) no Default or Event of Default shall exist on such Increased Amount Date
before or after giving effect to (1) any New Loan Revolving Credit Commitment, and
(2) the making of any New Loans pursuant thereto;




(B) the proceeds of any New Loans shall be used for the purposes permitted by
Section 8.12;




(C) each New Loan Revolving Credit Commitment (and the New Loans made
thereunder) shall constitute Obligations of the Borrower and shall be guaranteed
with the other Extensions of Credit on a pari passu basis;




(D) (x) the terms of each New Loan shall be set forth in the relevant Joinder
Agreement;




(y) (i) the Applicable Margin and pricing grid, if applicable, for such
New Loans shall be determined on the applicable Increased Amount Date;
provided that if such Applicable Margin would exceed the current
Applicable Margin for the existing Revolving Credit Loans, the Applicable
Margin for the existing Revolving Credit Loans shall be automatically
increased to equal the Applicable Margin for the New Loans and (ii) such New
Loans shall be subject to the same terms and conditions as the Revolving
Credit Loans (except with respect to the Revolving Credit Maturity Date);
and




(z) the outstanding Revolving Credit Loans and Revolving Credit
Commitment Percentages of Swingline Loans and L/C Obligations will be
reallocated by the Administrative Agent on the applicable Increased Amount
Date among the Revolving Credit Lenders (including the New Lenders providing
such New Loans) in accordance with their revised Revolving Credit Commitment
Percentages (and the Revolving Credit Lenders (including the New Lenders
providing such New Loans) agree to make all payments and adjustments
necessary to effect such reallocation and the Borrower shall pay any and all
costs required pursuant to Section 4.9 in connection with such
reallocation as if such reallocation were a repayment);




(E) any New Lender shall be entitled to the same voting rights as the existing
Revolving Credit Lenders under the Revolving Credit Facility and any Extensions of
Credit made in connection with each New Loan Revolving Credit Commitment shall
receive proceeds of prepayments on the same basis as the other Revolving Credit
Loans made hereunder;




(F) such New Loan Revolving Credit Commitments shall be effected pursuant to
one or more Joinder Agreements executed and delivered by the Borrower, the
Administrative Agent and the applicable New Lenders (which Joinder Agreement may,
without the consent of any other Lenders, effect such amendments to this Agreement
and the other Loan Documents as may be necessary or appropriate, in the opinion of
the Administrative Agent, to effect the provisions of this Section 4.13);
and




(G) the Borrower shall deliver or cause to be delivered any customary legal
opinions or other documents (including a resolution duly adopted by the board of
directors (or equivalent governing body) of each Credit Party authorizing such New
Loan) reasonably requested by Administrative Agent in connection with any such
transaction.



(b) The New Lenders shall be included in any determination of the Required Lenders and the New
Lenders will not constitute a separate voting class for any purposes under this Agreement.



(c) On any Increased Amount Date on which any New Loan Revolving Credit Commitment becomes
effective, subject to the foregoing terms and conditions, each New Lender with a New Loan Revolving
Credit Commitment shall become a Revolving Credit Lender hereunder with respect to such New Loan
Revolving Credit Commitment and Schedule 1.1-2 shall automatically be deemed amended to
reflect the New Loan Revolving Credit Commitments of all Lenders after giving effect to the
addition of such New Loan Revolving Credit Commitments.



Section 4.14 Defaulting Lenders.



(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained
in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender
is no longer a Defaulting Lender, to the extent permitted by Applicable Law:




(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or
disapprove any amendment, waiver or consent with respect to this Agreement shall be
restricted as set forth in the definition of “Required Lenders”.




(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or
other amounts received by the Administrative Agent for the account of such Defaulting Lender
(whether voluntary or mandatory, at maturity, pursuant to Article XI or otherwise)
or received by the Administrative Agent from a Defaulting Lender pursuant to Section
13.4 shall be applied at such time or times as may be determined by the Administrative
Agent as follows: first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; second, to the payment on a
pro rata basis of any amounts owing by such Defaulting Lender to the Issuing
Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing
Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with
Section 3.1(b); fourth, as the Borrower may request (so long as no Default
or Event of Default exists), to the funding of any Loan in respect of which such Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined
by the Administrative Agent; fifth, if so determined by the Administrative Agent and
the Borrower, to be held in a deposit account and released pro rata in order
to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to
Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s future Fronting
Exposure with respect to such Defaulting Lender with respect to future Letters of Credit
issued under this Agreement, in accordance with Section 3.1(b); sixth, to
the payment of any amounts owing to the Lenders, the Issuing Lender or the Swingline Lender
as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the
Issuing Lender or the Swingline Lender against such Defaulting Lender as a result of such
Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long
as no Default or Event of Default exists, to the payment of any amounts owing to the
Borrower as a result of any judgment of a court of competent jurisdiction obtained by the
Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of
its obligations under this Agreement; and eighth, to such Defaulting Lender or as
otherwise directed by a court of competent jurisdiction; provided that if (x) such
payment is a payment of the principal amount of any Loans or L/C Obligations in respect of
which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans
were made or the related Letters of Credit were issued at a time when the conditions set
forth in Section 5.2 were satisfied or waived, such payment shall be applied solely
to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a
pro rata basis prior to being applied to the payment of any Loans of, or L/C
Obligations owed to, such Defaulting Lender until such time as all Loans and funded and
unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders
pro rata in accordance with the Revolving Credit Commitments under the
applicable Facility without giving effect to Section 4.14(a)(iv). Any payments,
prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or
held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this
Section 4.14(a)(ii) shall be deemed paid to and redirected by such Defaulting
Lender, and each Lender irrevocably consents hereto.




(iii) Certain Fees.




(A) No Defaulting Lender shall be entitled to receive any Commitment Fee for
any period during which that Lender is a Defaulting Lender (and the Borrower shall
not be required to pay any such fee that otherwise would have been required to have
been paid to that Defaulting Lender).




(B) No Defaulting Lender shall be entitled to receive fees payable pursuant to
Section 3.3(a) for any period during which that Lender is a Defaulting
Lender unless it has provided Cash Collateral pursuant to Section 3.1(b) but
then, only to the extent allocable to its Revolving Credit Commitment Percentage of
the stated amount of Letters of Credit for which it has provided such Cash
Collateral.




(C) With respect to any fees payable pursuant to Section 3.3(a) not
required to be paid to any Defaulting Lender pursuant to clause (A) or
(B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that
portion of any such fee otherwise payable to such Defaulting Lender with respect to
such Defaulting Lender’s participation in L/C Obligations or Swingline Loans that
has been reallocated to such Non-Defaulting Lender pursuant to clause (iv)
below, (y) pay to the Issuing Lender and the Swingline Lender, as applicable, the
amount of any such fee otherwise payable to such Defaulting Lender to the extent
allocable to the Issuing Lender’s or the Swingline Lender’s Fronting Exposure to
such Defaulting Lender, and (z) not be required to pay the remaining amount of any
such fee.




(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any
part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall
be reallocated among the Non-Defaulting Lenders in accordance with their respective
Revolving Credit Commitment Percentages (calculated without regard to such Defaulting
Lender’s Revolving Credit Commitment) but only to the extent that such reallocation does not
cause the aggregate Revolving Credit Outstandings of any Non-Defaulting Lender to exceed
such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 13.23,
no reallocation hereunder shall constitute a waiver or release of any claim of any party
hereunder against a Defaulting Lender arising from that Lender having become a Defaulting
Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting
Lender’s increased exposure following such reallocation.




(v) Cash Collateral, Repayment of Swingline Loans. If the reallocation
described in clause (iv) above cannot, or can only partially, be effected, the
Borrower shall, without prejudice to any right or remedy available to it hereunder or under
law, (x) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s
Fronting Exposure and (y) second, Cash Collateralize the Issuing Lender’s Fronting
Exposure in accordance with the procedures set forth in Section 3.1(b).



(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline
Lender and the Issuing Lender agree in writing that a Lender is no longer a Defaulting Lender, the
Administrative Agent will so notify the parties hereto, whereupon as of the effective date
specified in such notice and subject to any conditions set forth therein (which may include
arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable,
purchase at par that portion of outstanding Loans of the other Lenders or take such other actions
as the Administrative Agent may determine to be necessary to cause the Loans and funded and
unfunded participations in Letters of Credit and Swingline Loans to be held pro
rata by the Lenders in accordance with their Revolving Credit Commitments (without giving
effect to Section 4.14(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender;
provided that no adjustments will be made retroactively with respect to fees accrued or
payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and
provided, further, that except to the extent otherwise expressly agreed by the
affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or
release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender.



(c) New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting
Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is
satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and
(ii) the Issuing Lender shall not be required to issue, extend, renew or increase any Letter of
Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.



ARTICLE V




CONDITIONS OF CLOSING AND BORROWING




Section 5.1 Conditions to Closing and Initial Extensions of Credit. The obligation of
the Lenders to close this Agreement and to make the initial Loan or issue or participate in the
initial Letter of Credit, if any, is subject to the satisfaction of each of the following
conditions:



(a) Executed Loan Documents. This Agreement, a Revolving Credit Note in favor of each
Lender requesting a Revolving Credit Note, a Swingline Note in favor of the Swingline Lender (if
requested thereby) and the Guaranty Agreement, together with any other applicable Loan Documents,
shall have been duly authorized, executed and delivered to the Administrative Agent by the parties
thereto, shall be in full force and effect and no Default or Event of Default shall exist hereunder
or thereunder.



(b) Closing Certificates; Etc. The Administrative Agent shall have received each of
the following in form and substance reasonably satisfactory to the Administrative Agent:




(i) Officer’s Certificate. A certificate from a Responsible Officer of the
General Partner to the effect that (A) all representations and warranties of the Credit
Parties contained in this Agreement and the other Loan Documents are true, correct and
complete in all material respects (except for those representations and warranties that are
already qualified by materiality or Material Adverse Effect, which shall be true, correct
and complete in all respects); (B) none of the Credit Parties is in violation of any of the
covenants contained in this Agreement and the other Loan Documents; (C) after giving effect
to the transactions contemplated by this Agreement, no Default or Event of Default has
occurred and is continuing; and (D) that each of the Credit Parties, as applicable, has
satisfied each of the conditions set forth in Sections 5.1 and 5.2.




(ii) Certificate of Secretary of each Credit Party. A certificate of the
Secretary or Assistant Secretary of the General Partner certifying as to the incumbency and
genuineness of the signature of each officer of the General Partner executing (or other
Person authorized by the General Partner to execute) Loan Documents to which it or the
Borrower is a party and certifying that attached thereto is a true, correct and complete
copy of (A) the articles or certificate of incorporation or formation of the General Partner
and the Borrower and all amendments thereto, certified as of a recent date by the
appropriate Governmental Authority in their respective jurisdictions of incorporation or
formation, (B) the bylaws or other governing document of the General Partner and the
Borrower (including, without limitation, the Partnership Agreement) as in effect on the
Restatement Date, (C) resolutions duly adopted by the board of directors (or other governing
body) of the General Partner authorizing the transactions contemplated hereunder and the
execution, delivery and performance of this Agreement and the other Loan Documents to which
the General Partner and the Borrower are a party, and (D) each certificate required to be
delivered pursuant to Section 5.1(b)(iii).




(iii) Certificates of Good Standing. Certificates as of a recent date of the
good standing of each Credit Party under the laws of its jurisdiction of organization and,
to the extent requested by the Administrative Agent, each other jurisdiction where such
Credit Party is qualified to do business to the extent the failure to be so qualified could
reasonably be expected to have a Material Adverse Effect.




(iv) Opinion of Counsel. A favorable opinion of Morgan, Lewis & Bockius, LLP
addressed to the Administrative Agent and the Lenders with respect to the Credit Parties,
the Loan Documents and such other matters as the Administrative Agent or its counsel shall
request.




(v) Tax Forms. Copies of the United States Internal Revenue Service forms
required by Section 4.11(e), if any.




(vi) Ownership of the General Partner and the Borrower. The organizational and
capital structure of the General Partner, the Borrower and their respective Subsidiaries
shall be as previously disclosed to the Administrative Agent as set forth on Schedule
6.2.



(c) No Material Adverse Effect. Since September 30, 2017, there shall have been no
change which has had or could reasonably be expected to have a Material Adverse Effect.



(d) Consents; Defaults.




(i) Governmental and Third Party Approvals. The Credit Parties shall have
received all material governmental, shareholder and third party consents and approvals
necessary (or any other material consents as determined in the reasonable discretion of the
Administrative Agent) in connection with the transactions contemplated by this Agreement and
the other Loan Documents and the other transactions contemplated hereby and all applicable
waiting periods shall have expired without any action being taken by any Person that could
reasonably be expected to restrain, prevent or impose any material adverse conditions on any
of the Credit Parties or such other transactions or that could seek or threaten any of the
foregoing, and no law or regulation shall be applicable which in the reasonable judgment of
the Administrative Agent could reasonably be expected to have such effect.




(ii) No Injunction, Etc. No action, proceeding, investigation, regulation or
legislation shall have been instituted, threatened or proposed before any Governmental
Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of,
or which is related to or arises out of this Agreement or the other Loan Documents or the
consummation of the transactions contemplated hereby or thereby, or which, in the
Administrative Agent’s sole discretion, would make it inadvisable to consummate the
transactions contemplated by this Agreement or the other Loan Documents or the consummation
of the transactions contemplated hereby or thereby.



(e) Financial Matters.




(i) Financial Statements. The Administrative Agent shall have received the
audited Consolidated balance sheet of MLP, the Borrower and their respective Subsidiaries
for Fiscal Year 2017 and related audited statements of income and cash flows.




(ii) Financial Projections. The Administrative Agent shall have received
projections prepared by management of the General Partner, of balance sheets, income
statements and cash flow statements of MLP and its Subsidiaries on an annual basis for
Fiscal Year 2018, Fiscal Year 2019, Fiscal Year 2020, and Fiscal Year 2021.




(iii) Payment at Restatement. The Borrower shall have paid (A) to the
Administrative Agent, the Arranger and the Lenders the fees set forth or referenced in
Section 4.3 and any other invoiced, accrued and unpaid fees or commissions due
hereunder (including CUSIP fees) and (B) all fees, charges and disbursements of counsel to
the Administrative Agent (directly to such counsel if requested by the Administrative Agent)
to the extent invoiced, accrued and unpaid prior to or on the Restatement Date.



(f) Miscellaneous.




(i) Due Diligence. The Administrative Agent shall have completed, to its
satisfaction, all legal, tax, business and other due diligence with respect to the business,
assets, liabilities, operations and condition (financial or otherwise) of the Borrower and
its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its
sole discretion.




(ii) Patriot Act. MLP, the General Partner, the Borrower and each of the
Subsidiary Guarantors shall have provided to the Administrative Agent and the Lenders the
documentation and other information requested by the Administrative Agent in order to comply
with requirements of any Anti-Corruption Laws or Anti-Money Laundering Laws, including,
without limitation, the Act and any other “know your customer” or similar laws or
regulations.




(iii) Other Documents. All opinions, certificates and other instruments and
all proceedings in connection with the transactions contemplated by this Agreement shall be
reasonably satisfactory in form and substance to the Administrative Agent. The
Administrative Agent shall have received copies of all other documents, certificates and
instruments reasonably requested thereby, with respect to the transactions contemplated by
this Agreement.



Without limiting the generality of the provisions of Section 12.3(c), for purposes of
determining satisfaction of the conditions specified in this Section 5.1, the
Administrative Agent and 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
Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.



Section 5.2 Conditions to All Extensions of Credit. The obligations of the Lenders to
make or participate in any Extensions of Credit (including the initial Extension of Credit),
convert or continue any Loan and/or the Issuing Lender to issue or extend any Letter of Credit are
subject to the satisfaction of the following conditions precedent on the relevant borrowing,
continuation, conversion, issuance or extension date:



(a) Continuation of Representations and Warranties. The representations and
warranties contained in Article VI shall be true and correct in all material respects
(except for those representations and warranties that are already qualified by materiality or
Material Adverse Effect, which shall be true, correct and complete in all respects) on and as of
such borrowing, continuation, conversion, issuance or extension date with the same effect as if
made on and as of such date, except for any representation and warranty made as of an earlier date,
which representation and warranty shall remain true and correct in all material respects (except
for those representations and warranties that are already qualified by materiality or Material
Adverse Effect, which shall be true, correct and complete in all respects) as of such earlier date.



(b) No Existing Default. No Default or Event of Default shall have occurred and be
continuing (i) on the borrowing, continuation or conversion date with respect to such Loan or after
giving effect to the Loans to be made, continued or converted on such date or (ii) on the issuance
or extension date with respect to such Letter of Credit or after giving effect to the issuance or
extension of such Letter of Credit on such date.



(c) Notices. The Administrative Agent shall have received a Notice of Borrowing or
Notice of Conversion/Continuation, as applicable, from the Borrower in accordance with Section
2.3(a) or 4.2, as applicable.



(d) Additional Documents. The Administrative Agent shall have received each
additional document, instrument, legal opinion or other item reasonably requested by it.



ARTICLE VI




REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES




To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the
Lenders to make Extensions of Credit, (i) in the case of Sections 6.1 through 6.24,
the Borrower and the Subsidiary Guarantors, and, (ii) in the case of Sections 6.1 through
6.6, Section 6.8 through 6.11, 6.19, 6.20, 6.21,
6.23, 6.24, and 6.25 the General Partner, hereby represent and warrant to
the Administrative Agent and the Lenders both before and after giving effect to the transactions
contemplated hereunder, which representations and warranties shall be deemed made on the
Restatement Date and as otherwise set forth in Section 5.2, that:



Section 6.1 Organization; Power; Qualification. Each Credit Party is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or
formation, has the power and authority to own its Properties and to carry on its business as now
being and hereafter proposed to be conducted and is duly qualified and authorized to do business in
each jurisdiction in which the character of its Properties or the nature of its business requires
such qualification and authorization except in jurisdictions where the failure to be so qualified
or in good standing could not reasonably be expected to result in a Material Adverse Effect. The
jurisdictions in which each Credit Party thereof are organized and qualified to do business as of
the Restatement Date are described on Schedule 6.1.



Section 6.2 Ownership. Each Subsidiary of each Credit Party as of the Restatement
Date is listed on Schedule 6.2. As of the Restatement Date, the capitalization of each
Credit Party and its Subsidiaries consists of the number of shares (or interests), authorized,
issued and outstanding, of such classes and series, with or without par value, described on
Schedule 6.2. All outstanding shares (or interests) have been duly authorized and validly
issued and are fully paid and nonassessable, with no personal liability attaching to the ownership
thereof, and not subject to any preemptive or similar rights, except as described in Schedule
6.2. The shareholders, partners or other owners, as applicable, of each Credit Party and its
Subsidiaries and the number of shares (or interests) owned by each as of the Restatement Date are
described on Schedule 6.2. As of the Restatement Date, there are no outstanding stock
purchase warrants, subscriptions, options, securities, instruments or other rights of any type or
nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or permit
the issuance of Capital Stock of any Credit Party or any Subsidiary thereof, except as described on
Schedule 6.2.



Section 6.3 Authorization Enforceability. Each Credit Party has the right, power and
authority and has taken all necessary corporate (or partnership or other analogous type) and other
action to authorize the execution, delivery and performance of this Agreement and each of the other
Loan Documents to which it is a party in accordance with their respective terms. This Agreement
and each of the other Loan Documents have been duly executed and delivered by the duly authorized
officers of each Credit Party (or, in the case of the Borrower, the duly authorized officers of the
General Partner) that is a party thereto, and each such document constitutes the legal, valid and
binding obligation of each Credit Party that is a party thereto, enforceable in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar state or federal debtor relief laws from time to time in effect which affect
the enforcement of creditors’ rights in general and the availability of equitable remedies.



Section 6.4 Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The
execution, delivery and performance by each Credit Party of the Loan Documents to which each such
Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder
and the transactions contemplated hereby do not and will not, by the passage of time, the giving of
notice or otherwise, (i) require any Governmental Approval, (ii) violate any Applicable Law
relating to any Credit Party except for such violations which could, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, (iii) conflict with, result in
a breach of or constitute a default under the articles of incorporation, bylaws or other analogous
organizational documents of any Credit Party, (iv) conflict with, result in a breach of or
constitute a default under any indenture, agreement or other instrument to which such Person is a
party or by which any of its properties may be bound or any Governmental Approval relating to such
Person, which could, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, (v) result in or require the creation or imposition of any Lien upon or with
respect to any property now owned or hereafter acquired by such Person other than Liens arising
under the Loan Documents, if any, or (vi) require any consent or authorization of, filing with, or
other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person
is required in connection with the execution, delivery, performance, validity or enforceability of
this Agreement.



Section 6.5 Compliance with Law; Governmental Approvals. Each Credit Party (i) has
all Governmental Approvals required by any Applicable Law for it to conduct its business, each of
which is in full force and effect, is final and not subject to review on appeal and is not the
subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral
proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in
compliance with all other Applicable Laws relating to it or any of its respective properties and
(iii) has timely filed all material reports, documents and other materials required to be filed by
it under all Applicable Laws with any Governmental Authority and has retained all material records
and documents required to be retained by it under Applicable Law except in each of clause
(i), (ii) or (iii) where the failure to have, comply or file could not
reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.



Section 6.6 Tax Returns and Payments. Each Credit Party has (i) duly filed or caused
to be filed all federal and all material state, local and other tax returns required by Applicable
Law to be filed or has properly filed for extensions of time for the filing thereof, and (ii) paid,
or made adequate provision for the payment of, all federal and material state, local and other
taxes, assessments and governmental charges or levies upon it and its property, income, profits and
assets which are due and payable (other than any amount the validity of which is currently being
contested in good faith by appropriate proceedings and with respect to which reserves in conformity
with GAAP have been provided for on the books of the relevant Credit Party). Such returns
accurately reflect in all material respects all liability for taxes of any Credit Party for the
periods covered thereby. There is no ongoing audit or examination or, to the knowledge of any
Credit Party, other investigation by any Governmental Authority of the tax liability of any Credit
Party that could reasonably be expected to result in a material tax liability. No Governmental
Authority has asserted any Lien or other claim against any Credit Party with respect to unpaid
taxes which has not been discharged or resolved (other than (i) any amount the validity of which is
currently being contested in good faith by appropriate proceedings and with respect to which
reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party
and (ii) Permitted Liens). The Borrower is a limited partnership and so long as it is a limited
partnership it will be treated as a pass-through entity for U.S. federal income tax purposes and as
of the Restatement Date is not subject to taxation with respect to its income or gross receipts
under applicable state (other than Michigan, New Hampshire, Tennessee, Texas and Wisconsin) laws.



Section 6.7 Intellectual Property Matters. The Borrower and each Subsidiary Guarantor
owns or possesses rights to use all material franchises, licenses, copyrights, copyright
applications, patents, patent rights or licenses, patent applications, trademarks, trademark
rights, service mark, service mark rights, trade names, trade name rights, copyrights and other
rights with respect to the foregoing which are reasonably necessary to conduct its business except
as could not reasonably be expected to have a Material Adverse Effect. No event has occurred which
permits, or after notice or lapse of time or both would permit, the revocation or termination of
any such rights, and neither the Borrower nor any Subsidiary Guarantor is liable to any Person for
infringement under Applicable Law with respect to any such rights as a result of its business
operations except as could not reasonably be expected to have a Material Adverse Effect.



Section 6.8 Environmental Matters.



(a) Except as set forth on Schedule 6.8 or as could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect, the properties owned, leased
or operated by the Borrower and each Subsidiary Guarantor do not contain, and to the knowledge of
any Credit Party, have not previously contained, any Hazardous Materials in amounts or
concentrations which (A) constitute or constituted a violation of applicable Environmental Laws or
(B) could give rise to liability to Borrower or a Subsidiary Guarantor under applicable
Environmental Laws.



(b) Except as set forth on Schedule 6.8 or as could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect, the Borrower and each
Subsidiary Guarantor and such properties and all operations conducted in connection therewith are
in compliance with all applicable Environmental Laws, and there is no contamination at, under or
about such properties or such operations which could reasonably be expected to interfere with the
continued operation of such properties.



(c) Except as set forth on Schedule 6.8 or as could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect, no Credit Party has received
any written notice of violation, alleged violation, noncompliance, liability or potential liability
under Environmental Laws with respect to Hazardous Materials, or non-compliance with Environmental
Laws, nor does any Credit Party have knowledge or reason to believe that any such notice will be
received or is being threatened.



(d) Except as set forth on Schedule 6.8 or as could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect (i) Hazardous Materials have
not been transported or disposed of by the Borrower to or from the properties owned, leased or
operated by the Borrower or any Subsidiary Guarantor in violation of, or in a manner or to a
location which could reasonably be expected to give rise to liability under, Environmental Laws;
and (ii) to the knowledge of any Credit Party, Hazardous Materials have not been generated,
treated, stored or disposed of at, on or under any of such properties in violation of, or in a
manner that could reasonably be expected to give rise to liability under, any applicable
Environmental Laws.



(e) Except as set forth on Schedule 6.8 or as could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect, (i) no judicial proceedings or
governmental or administrative action is pending, or, to the knowledge of any Credit Party,
threatened, under any Environmental Law to which the Borrower or any Subsidiary Guarantor is or
will be named as a potentially responsible party with respect to such properties or operations
conducted in connection therewith; and (ii) there are no consent decrees or other decrees, consent
orders, administrative orders or other orders, or other administrative or judicial requirements
outstanding under any Environmental Law with respect to the Borrower or any Subsidiary Guarantor or
such properties or such operations.



(f) Except as set forth on Schedule 6.8 or as could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect, there has been no release, or
to the best of the knowledge of any Credit Party, threat of release, of Hazardous Materials at or
from properties owned, leased or operated by the Borrower or any Subsidiary Guarantor, now or in
the past, in violation of or in amounts or in a manner that could reasonably be expected to give
rise to liability under Environmental Laws.



Section 6.9 Employee Benefit Matters. To each Credit Party’s knowledge:



(a) as of the Restatement Date, no Credit Party nor any ERISA Affiliate maintains or
contributes to, or has any obligation under, any Employee Benefit Plans other than those identified
on Schedule 6.9;



(b) each Credit Party and each ERISA Affiliate is in compliance with all applicable provisions
of ERISA and the regulations and published interpretations thereunder with respect to all Employee
Benefit Plans except where a failure to so comply could not reasonably be expected to have a
Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section
401(a) of the Code has received a determination letter from the Internal Revenue Service to be so
qualified except for such Employee Benefit Plans that have not yet received determination letters
but for which the remedial amendment period for submitting a determination letter has not yet
expired. No liability has been incurred by any Credit Party or any ERISA Affiliate which remains
unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any
Multiemployer Plan except for a liability that could not reasonably be expected to have a Material
Adverse Effect;



(c) as of the Restatement Date, except where the failure of any of the following to be true
and correct could not reasonably be expected to have a Material Adverse Effect, (i) no Pension Plan
has been terminated, (ii) no Pension Plan has any Unfunded Pension Liability, (iii) no funding
waiver from the Internal Revenue Service been received or requested with respect to any Pension
Plan, (iv) no Credit Party nor any ERISA Affiliate has failed to make any contributions or to pay
any amounts due and owing as required by Section 412 of the Code, Section 302 of ERISA or the terms
of any Pension Plan prior to the due dates of such contributions under Section 412 of the Code or
Section 302 of ERISA, or (v) there has been no event requiring any disclosure under Section
4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan;



(d) except where the failure of any of the following representations to be correct could not
reasonably be expected to have a Material Adverse Effect, no Credit Party nor any ERISA Affiliate
has: (A) engaged in a nonexempt prohibited transaction described in Section 406 of the ERISA or
Section 4975 of the Code, (B) incurred any liability to the PBGC which remains outstanding other
than the payment of premiums and there are no premium payments which are due and unpaid, or (C)
failed to make a required contribution or payment to a Multiemployer Plan;



(e) no Termination Event has occurred or is reasonably expected to occur; and



(f) except where the failure of any of the following representations to be correct in all
material respects could not reasonably be expected to have a Material Adverse Effect, no
proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or
investigation is existing or, to the best of the knowledge of any Credit Party after due inquiry,
threatened concerning or involving any Employee Benefit Plan or Multiemployer Plan.



Section 6.10 Margin Stock. No Credit Party is engaged principally or as one of its
activities in the business of extending credit for the purpose of “purchasing” or “carrying” any
“margin stock” (as each such term is defined or used, directly or indirectly, in Regulation U of
the Board of Governors of the Federal Reserve System). No part of the proceeds of any of the Loans
or Letters of Credit will be used for purchasing or carrying margin stock or for any purpose which
violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board
of Governors. If requested by any Lender (through the Administrative Agent) or the Administrative
Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the
foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1 referred to in
Regulation U.



Section 6.11 Investment Company Act; Government Regulation. No Credit Party is an
“investment company” or a company “controlled” by an “investment company” (as each such term is
defined or used in the Investment Company Act of 1940, as amended) and no Credit Party is, or after
giving effect to any Extension of Credit will be, subject to regulation under any Applicable Law
which limits its ability to incur or consummate the transactions contemplated hereby.



Section 6.12 Burdensome Provisions. Neither the Borrower nor any Subsidiary Guarantor
is a party to any indenture, agreement, lease or other instrument, or subject to any corporate or
partnership restriction, Governmental Approval or Applicable Law which is so unusual or burdensome
as could be reasonably expected to have a Material Adverse Effect. Neither the Borrower nor any
Subsidiary Guarantor presently anticipates that future expenditures needed to meet the provisions
of any statutes, orders, rules or regulations of a Governmental Authority will be so burdensome as
to have a Material Adverse Effect. No Subsidiary Guarantor is party to any agreement or instrument
or otherwise subject to any restriction or encumbrance that restricts or limits its ability to make
dividend payments or other distributions in respect of its Capital Stock to the Borrower or any
other Subsidiary Guarantor or to transfer any of its assets or properties to the Borrower or any
other Subsidiary Guarantor in each case other than existing under or by reason of the Loan
Documents or Applicable Law.



Section 6.13 Financial Statements. The unaudited financial statements delivered
pursuant to Section 5.1(e)(i) are complete and correct and fairly present, in all material
respects, on a Consolidated basis the assets, liabilities and financial position of MLP, the
Borrower and their respective Subsidiaries or the Borrower and its Subsidiaries, as applicable, as
at such dates, and the results of the operations and changes of financial position for the periods
then ended (except for the absence of footnotes and subject to customary year-end adjustments).
All such financial statements, including the related schedules and notes thereto, have been
prepared in accordance with GAAP. Such financial statements show all material indebtedness and
other material liabilities, direct or contingent, of Persons covered thereby as of the date
thereof, including material liabilities for taxes, material commitments, and Indebtedness, in each
case, to the extent required to be disclosed under GAAP. The projections delivered pursuant to
Section 5.1(e)(ii) were prepared in good faith based upon assumptions believed to be
reasonable at the time made, in light of then existing conditions; provided that (i) such
financial projections are not to be viewed as facts and are subject to uncertainties, many of which
are beyond the Borrower’s control and that actual results may differ and such differences may be
material and (ii) such financial projections and statements shall be subject to normal year end
closing and audit adjustments.



Section 6.14 No Material Adverse Change. Since September 30, 2017, there has been no
material adverse change in the properties, business, operations or condition (financial or
otherwise) of the Borrower and its Subsidiaries and no event has occurred or condition arisen,
either individually or in the aggregate, that could reasonably be expected to have a Material
Adverse Effect.



Section 6.15 Solvency. As of the Restatement Date, the Borrower and its Subsidiaries,
on a Consolidated basis will be Solvent.



Section 6.16 Titles to Properties. The Borrower and each Subsidiary Guarantor has
such title to the real property owned or leased by it as is necessary or desirable to the conduct
of its business and valid and legal title to all of its personal property and assets.



Section 6.17 Insurance. The Borrower and each Subsidiary Guarantor are in compliance
with the requirements of Section 8.3.



Section 6.18 Liens. None of the properties and assets of the Borrower or any
Subsidiary is subject to any Lien, except Permitted Liens. Neither the Borrower nor any Subsidiary
has signed any security agreement authorizing any secured party thereunder to file any financing
statement, except to perfect Permitted Liens.



Section 6.19 Indebtedness and Guaranty Obligations. Schedule 6.19 is a
complete and correct listing of all Indebtedness and Guaranty Obligations of the Credit Parties as
of the Restatement Date in excess of $2,000,000. The Credit Parties have performed and are in
compliance with all of the material terms of such Indebtedness and Guaranty Obligations and all
instruments and agreements relating thereto, and no default or event of default, or event or
condition which with notice or lapse of time or both would constitute such a default or event of
default on the part of any of the Credit Parties exists with respect to any such Indebtedness or
Guaranty Obligation. As of the Restatement Date, no instrument or agreement to which any Credit
Party is a party or by which any Credit Party is bound (other than this Agreement and other than as
indicated in Schedule 6.19) contains any restriction on the incurrence by such Credit Party
of additional Indebtedness.



Section 6.20 Litigation. Except for matters disclosed by the Borrower in any filing
made with the SEC, there are no actions, suits or proceedings pending nor, to the knowledge of any
Credit Party after due inquiry, threatened against or in any other way relating adversely to or
affecting any Credit Party or any of their respective properties in any court or before any
arbitrator of any kind or before or by any Governmental Authority (a) which questions the validity
or enforceability of this Agreement, the other Loan Documents or any action taken or to be taken
pursuant to this Agreement or the other Loan Documents, or (b) which could, either individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.



Section 6.21 Absence of Defaults. No event has occurred or is continuing (i) which
constitutes a Default or an Event of Default, or (ii) which constitutes, or which with the passage
of time or giving of notice or both would constitute, a default or event of default by any Credit
Party under any Material Contract or judgment, decree or order to which any Credit Party is a party
or by which any Credit Party or any of their respective properties may be bound or which, in any
case under this clause (ii), could, either individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.



Section 6.22 Senior Indebtedness Status. The Obligations of the Borrower and each
Subsidiary Guarantor under this Agreement and each of the other Loan Documents ranks and shall
continue to rank at least pari passu to all other senior unsecured Indebtedness of each such
Person.



Section 6.23 Anti-Corruption Laws and Sanctions.



(a) None of (i) the Covered Persons, any of their respective directors, officers, or, to the
knowledge of such Covered Person, any of their respective employees, or (ii) to the knowledge of
each Credit Party, any agent or representative of any Covered Person that will act in any capacity
in connection with or benefit from the Credit Facility, (A) is a Sanctioned Person or currently the
subject or target of any Sanctions, (B) is controlled by or is acting on behalf of a Sanctioned
Person, (C) is located, organized or resident in a Sanctioned Country, (D) is under administrative,
civil or criminal investigation for an alleged violation of, or received notice from or made a
voluntary disclosure to any governmental entity regarding a possible violation of, Anti-Corruption
Laws, Anti-Money Laundering Laws or Sanctions by a governmental authority that enforces Sanctions
or any Anti-Corruption Laws or Anti-Money Laundering Laws, or (E) directly or indirectly derives
revenues from investments in, or transactions with, Sanctioned Persons.



(b) Each Covered Person has implemented and maintains in effect policies and procedures
designed to ensure compliance by such Covered Person and its respective directors, officers,
employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable
Sanctions.



(c) The Covered Persons and their respective officers and employees, and to the knowledge of
each Credit Party, its directors and agents, are in compliance with Anti-Corruption Laws,
applicable Sanctions and Anti-Money Laundering Laws in all material respects; and



(d) No borrowing, Letter of Credit or the use of the proceeds thereof or other transactions
contemplated by this Agreement will violate Anti-Corruption Laws, Anti-Money Laundering Laws or
applicable Sanctions.



Section 6.24 Disclosure. The Borrower and/or the other Credit Parties have disclosed
to the Administrative Agent and the Lenders (i) all agreements, instruments and corporate or other
restrictions to which any Credit Party are subject, and (ii) all other matters that would be
required to be disclosed by such Person on Form 8-K, that, in each case, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect. No financial
statement, material report, material certificate or other material information furnished in writing
by or on behalf of any Credit Party to the Administrative Agent or any Lender in connection with
the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder
(as modified or supplemented by other information so furnished), taken together as a whole,
contains any untrue statement of a material fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they were made, not
misleading; provided that (i) such financial projections are not to be viewed as facts and
are subject to uncertainties, many of which are beyond the Borrower’s control and that actual
results may differ and such differences may be material and (ii) such financial projections and
statements shall be subject to normal year end closing and audit adjustments.



Section 6.25 Matters Relating to the General Partner.



(a) As of the Restatement Date, the General Partner is a Wholly Owned Subsidiary of AmeriGas,
Inc., a Pennsylvania corporation, and owns, in addition to the interest in the Borrower described
on Schedule 6.2, (i) a 1% general partnership interest in MLP, and (ii) an approximate 26%
limited partnership interest in MLP. Other than AmeriGas Technology Group, Inc., the General
Partner has no other direct Subsidiaries as of the Restatement Date.



(b) The General Partner is a corporation duly organized, validly existing and in good standing
under the laws of the Commonwealth of Pennsylvania and has all requisite corporate power and
authority to own and operate its properties, to act as the sole general partner of the Borrower and
to execute and deliver in its individual capacity and in its capacity as the sole general partner
of the Borrower this Agreement and such other Loan Documents to which the General Partner is a
party and to carry out the terms of this Agreement and such other Loan Documents.



ARTICLE VII




FINANCIAL INFORMATION AND NOTICES




Until all the Obligations (other than (a) contingent indemnification obligations not then due
and (b) the Specified Hedge Obligations) have been paid and satisfied in full in cash and the
Revolving Credit Commitments terminated, unless consent has been obtained in the manner set forth
in Section 13.2, (i) the Borrower and the Subsidiary Guarantors will, in the case of
Sections 7.1 through 7.6, and (ii) the General Partner will, in the case of
Section 7.6, furnish or cause to be furnished to the Administrative Agent at the
Administrative Agent’s Office at the address set forth in Section 13.1 and to the Lenders
at their respective addresses as set forth on the Register, or such other office as may be
designated by the Administrative Agent and Lenders from time to time:



Section 7.1 Financial Statements and Projections.



(a) Quarterly Financial Statements. As soon as practicable, but in any event within
forty-five (45) days after the end of each of the first three quarterly fiscal periods in each
Fiscal Year, consolidated and consolidating balance sheets of the Borrower and its Subsidiaries
(except, as to consolidating balance sheets only, for inactive Subsidiaries) as at the end of such
period and the related consolidated (and, as to statements of income, consolidating, except for
inactive Subsidiaries) statements of income, partners’ capital and cash flows of the Borrower and
its Subsidiaries for such period and (in the case of the second and third quarterly periods) for
the period from the beginning of the current Fiscal Year to the end of such quarterly period,
setting forth in each case in comparative form the consolidated and, where applicable,
consolidating figures for the corresponding periods of the previous fiscal year, all in reasonable
detail and certified by the principal financial officer of the General Partner as presenting
fairly, in all material respects, the information contained therein (except for the absence of
footnotes and subject to changes resulting from normal year-end adjustments), in accordance with
GAAP applied on a basis consistent with prior fiscal periods except for inconsistencies resulting
from changes in accounting principles and methods agreed to by the Borrower’s independent
accountants.



(b) Annual Financial Statements. As soon as practicable, but in any event within
ninety (90) days after the end of each Fiscal Year of the Borrower, consolidated and consolidating
balance sheets of the Borrower and its Subsidiaries (except, as to consolidating balance sheets
only, for inactive Subsidiaries) as at the end of such year and the related consolidated (and, as
to statements of income, consolidating except for inactive Subsidiaries) statements of income,
partners’ capital and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, setting
forth in each case in comparative form the consolidated and, where applicable, consolidating
figures for the previous fiscal year, all in reasonable detail and (A) in the case of such
consolidated financial statements, accompanied by a report thereon of Ernst & Young LLP or other
independent public accountants of recognized national standing selected by the Borrower, which
report shall not be qualified with respect to scope limitations imposed by the Borrower or any of
its Subsidiaries or with respect to accounting principles followed by the Borrower or any of its
Subsidiaries not in accordance with GAAP and shall state that such consolidated financial
statements present fairly, in all material respects, the financial position of the Borrower and its
Subsidiaries as at the dates indicated and the results of their operations and cash flows for the
periods indicated in conformity with GAAP unless otherwise disclosed, applied on a basis consistent
with prior years, and that the audit by such accountants in connection with such consolidated
financial statements has been made in accordance with generally accepted auditing standards then in
effect in the United States, and (B) in the case of such consolidated and consolidating financial
statements, certified by the principal financial officer of the General Partner as presenting
fairly, in all material respects, the information contained therein (except, in the case of such
consolidating financial statements, for the absence of footnotes), in accordance with GAAP.



(c) Annual Business Plan and Financial Projections. As soon as practicable and in any
event within fifteen (15) days after being approved by the governing body of the Borrower, and in
any event, no later than November 15th of each Fiscal Year, an annual operating forecast
for the next Fiscal Year including annual statements of cash flow, balance sheets and income
statements.



Section 7.2 Officer’s Compliance Certificate. At each time financial statements are
delivered pursuant to Sections 7.1(a) or (b) and at such other times as the
Administrative Agent shall reasonably request, an Officer’s Compliance Certificate.



Section 7.3 Accountants’ Certificate. At each time financial statements are delivered
pursuant to Section 7.1(b), a written statement by the independent public accountants
giving the report thereon stating that they have reviewed the terms of this Agreement and the other
Loan Documents and that, in making the audit necessary for the certification of such financial
statements, they have obtained no knowledge of the existence and continuance as at the date of such
written statement of any Default or Event of Default, or, if they have obtained knowledge that any
Default or Event of Default then exists, specifying, to the extent possible, the nature and
approximate period of the existence thereof (such accountants, however, shall not be liable to
anyone by reason of their failure to obtain knowledge of any Default or Event of Default which
would not be disclosed in the course of an audit conducted in accordance with generally accepted
auditing standards then in effect in the United States).



Section 7.4 Other Reports. Promptly:



(a) upon the request thereof, such other information and documentation required by bank
regulatory authorities under applicable “know your customer” and Anti-Money Laundering rules and
regulations (including the Act), as from time to time reasonably requested by the Administrative
Agent or any Lender; and



(b) upon the request thereof, such other information regarding the operations, business
affairs and financial condition of any Credit Party as the Administrative Agent or any Lender may
reasonably request.



Section 7.5 Notice of Litigation and Other Matters. Prompt (but in no event later
than five (5) Business Days after any Responsible Officer of any Credit Party obtains knowledge
thereof) telephonic and written notice of:



(a) (i) the occurrence of an adverse development with respect to any litigation or proceeding
involving the Borrower or any of its Subsidiaries which could reasonably be expected to have a
Material Adverse Effect or (ii) the commencement of any litigation or proceeding involving the
Borrower or any of its Subsidiaries which in the reasonable judgment of the Borrower could result
in a Material Adverse Effect, together with a description in reasonable detail of such commencement
of, or adverse development with respect to, such litigation or proceeding;



(b) (i) any notice of any violation received by any Credit Party from any Governmental
Authority including any notice of violation or alleged violation of Environmental Laws, or (ii) any
knowledge of the presence or release of any Hazardous Material within, on, from, relating to or
affecting any property, which in any such case could reasonably be expected to have a Material
Adverse Effect;



(c) any attachment, judgment (net of any amounts paid or fully covered by independent third
party insurance as to which the relevant insurance company does not dispute coverage), lien, levy
or order exceeding the Threshold Amount that may reasonably be expected to be assessed against the
Borrower or any Subsidiary Guarantor;



(d) (i) any Default or Event of Default or (ii) any event which constitutes or which with the
passage of time or giving of notice or both would constitute a default or event of default under
any Material Contract to which the Borrower or any of its Subsidiaries is a party or by which the
Borrower or any Subsidiary thereof or any of their respective properties may be bound;



(e) (i) the institution of any steps by any Credit Party or any other Person to terminate any
Pension Plan, (ii) the failure to make a required contribution to any Pension Plan sponsored or
maintained by any Credit Party if such failure is sufficient to give rise to a Lien under Section
303(k) of ERISA or Section 430(k) of the Code or (iii) if any of the subsequently listed events
have occurred with respect to any Pension Plan sponsored or maintained by any Credit Party, or any
ERISA Affiliate: the occurrence of termination of such Pension Plan, the failure to make a required
contribution to such Pension Plan, the failure to satisfy the minimum funding standard for a year,
the request for a waiver of the minimum funding standard for any year, the withdrawal from a
Multiemployer Plan, the adoption of an amendment which results in a funded current liability
percentage of less than 60%, the engaging in one or more prohibited transactions, the failure to
comply with reporting and disclosure requirements or engaging in any breach of fiduciary
responsibility, which, in each of clause (i), (ii) or (iii), could
reasonably be expected to result in, a Material Adverse Effect, together with copies of all
documentation relating thereto;



(f) any event or development that results in, or could reasonably be expected to result in a
Material Adverse Effect; and



(g) promptly upon their becoming publicly available, copies of (i) all financial statements,
reports, notices and proxy statements sent or made available by the Borrower or MLP to any of its
security holders in compliance with the Exchange Act, or any comparable Federal or state laws
relating to the disclosure by any Person of information to its security holders, (ii) all regular
and periodic reports and all registration statements and prospectuses filed by the Borrower or MLP
with any securities exchange or with the Securities and Exchange Commission or any governmental
authority succeeding to any of its functions (other than registration statements on Form S-8 and
Annual Reports on Form 10-K), and (iii) all press releases and other similar written statements
made available by the Borrower or MLP to the public concerning material developments in the
business of the Borrower or MLP, as the case may be.



Documents required to be delivered pursuant to this Article may be delivered electronically
and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower
posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the
website address listed in Section 13.1; or (ii) on which such documents are posted on the
Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or whether sponsored by
the Administrative Agent); provided that the Borrower shall notify the Administrative Agent
(by telecopier or electronic mail) of the posting of any such documents and provide to the
Administrative Agent, if requested, by electronic mail electronic versions (i.e., soft
copies) of such documents. Except for such Officer’s Compliance Certificates, the Administrative
Agent shall have no obligation to request the delivery or to maintain copies of the documents
referred to above, and in any event shall have no responsibility to monitor compliance by the
Borrower with any such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such documents.



The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may
(but shall not be obligated to) make available to the Lenders and the Issuing Lender materials
and/or information provided by or on behalf of the Borrower hereunder or pursuant to any other Loan
Document or the transactions contemplated therein (collectively, “Borrower Materials”) by
posting the Borrower Materials on SyndTrak Online or another similar electronic system (the
“Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e.,
Lenders that do not wish to receive material non-public information with respect to the Borrower or
its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use
commercially reasonable efforts to identify that portion of the Borrower Materials that may be
distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear
prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower
shall be deemed to have authorized the Administrative Agent, the Arranger, the Issuing Lender and
the Lenders to treat such Borrower Materials as not containing any material non-public information
(although it may be sensitive and proprietary) with respect to the Borrower or its securities for
purposes of United States Federal and state securities laws (provided, that to the extent
such Borrower Materials constitute Information, they shall be treated as set forth in Section
13.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a
portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the
Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being
suitable only for posting on a portion of the Platform not designated “Public Investor.”



The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do
not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions
in the Borrower Materials. No warranty of any kind, express, implied or statutory, including any
warranty of merchantability, fitness for a particular purpose, non-infringement of third-party
rights or freedom from viruses or other code defects, is made by any Agent Party in connection with
the Borrower Materials or the Platform. In no event shall the Administrative Agent or any of its
Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower or
the other Credit Parties, any Lender or any other Person or entity for damages of any kind,
including direct or indirect, special, incidental or consequential damages, losses or expenses
(whether in tort, contract or otherwise) arising out of the Borrower’s, any Credit Party’s or the
Administrative Agent’s transmission of communications through the Platform.



Section 7.6 Accuracy of Information. All written information, reports, statements and
other papers and data furnished by or on behalf of any Credit Party or any Subsidiary thereof to
the Administrative Agent or any Lender whether pursuant to this Article VII or any other
provision of this Agreement or the Guaranty Agreement shall, at the time the same is so furnished,
comply with the representations and warranties set forth in Section 6.24.



ARTICLE VIII




AFFIRMATIVE COVENANTS




Until all of the Obligations (other than (a) contingent indemnification obligations not then
due and (b) the Specified Hedge Obligations) have been paid and satisfied in full in cash and the
Revolving Credit Commitments terminated, (i) each of the Borrower and the Subsidiary Guarantors
will, in the case of Section 8.1 through 8.14, and (ii) the General Partner will,
in the case of Section 8.15:



Section 8.1 Preservation of Corporate Existence and Related Matters. Except as
permitted by Section 10.4, preserve and maintain its separate corporate existence and all
rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify
and remain qualified as a foreign corporation or other entity and authorized to do business in each
jurisdiction in which the failure to so qualify could reasonably be expected to have a Material
Adverse Effect.



Section 8.2 Maintenance of Property and Licenses.



(a) Protect and preserve all Properties necessary in and material to its business, including
copyrights, patents, trade names, service marks and trademarks; maintain in good working order and
condition, ordinary wear and tear excepted, all buildings, equipment and other tangible real and
personal property; and from time to time make or cause to be made all repairs, renewals and
replacements thereof and additions to such Property necessary for the conduct of its business, so
that the business carried on in connection therewith may be conducted in a commercially reasonable
manner.



(b) Maintain, in full force and effect in all respects, each and every license, permit,
certification, qualification, approval or franchise issued by any Governmental Authority (each a
“License”) required for each of them to conduct their respective businesses as presently
conducted, except where the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.



Section 8.3 Insurance. Maintain insurance with financially sound and reputable
insurance companies (or through self-insurance in accordance with Applicable Law) against at least
such risks and in at least such amounts as are customarily maintained by companies engaged in
similar businesses and owning similar properties in locations where the Borrower and its
Subsidiaries operate and as may be required by Applicable Law. From time to time after the
Restatement Date, deliver to the Administrative Agent upon its request information in reasonable
detail as to the insurance then in effect, stating the names of the insurance companies, the
amounts and rates of the insurance, the dates of the expiration thereof and the properties and
risks covered thereby.



Section 8.4 Accounting Methods and Financial Records. Maintain a system of
accounting, and keep proper books, records and accounts (which shall be true and complete in all
material respects) as may be required or as may be necessary to permit the preparation of financial
statements in accordance with GAAP and in compliance with the regulations of any Governmental
Authority having jurisdiction over it or any of its properties.



Section 8.5 Payment of Taxes and Other Obligations. Pay and perform (a) all material
taxes, assessments and other governmental charges that may be levied or assessed upon it or any of
its Property and (b) all other indebtedness, obligations and liabilities in accordance with
customary trade practices; provided, that the Borrower or such Subsidiary Guarantor may
contest any item described in this Section in good faith so long as adequate reserves are
maintained with respect thereto in accordance with GAAP.



Section 8.6 Compliance With Laws and Approvals.



(a) Observe and remain in compliance with all Applicable Laws and maintain in full force and
effect all Governmental Approvals, in each case applicable to the conduct of its business except
where the failure to do so, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.



(b) Maintain in effect and enforce policies and procedures designed to ensure compliance by
the Covered Persons and their respective directors, officers, employees and agents with
Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.



Section 8.7 Environmental Laws. In addition to and without limiting the generality of
Section 8.6, (a) except where the failure to so comply could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, (i) comply with, and ensure
such compliance by all tenants and subtenants with all applicable Environmental Laws and (ii)
obtain and comply with and maintain, and ensure that all tenants and subtenants, if any, obtain and
comply with and maintain, any and all licenses, approvals, notifications, registrations or permits
required by applicable Environmental Laws, (b) conduct and complete all investigations, studies,
sampling and testing, and all remedial, removal and other actions required under Environmental
Laws, and promptly comply with all lawful orders and directives of any Governmental Authority
regarding Environmental Laws, and (c) defend, indemnify and hold harmless the Administrative Agent
and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents,
officers and directors, from and against any claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or
otherwise, arising out of, or in any way relating to the presence of Hazardous Materials, or the
violation of, noncompliance with or liability under any Environmental Laws applicable to the
operations of the Borrower or any Subsidiary Guarantor, or any orders, requirements or demands of
Governmental Authorities related thereto, including reasonable attorney’s and consultant’s fees,
investigation and laboratory fees, response costs, court costs and litigation expenses, except to
the extent that any of the foregoing directly result from the gross negligence or willful
misconduct of the party seeking indemnification therefor, as determined by a court of competent
jurisdiction by final nonappealable judgment.



Section 8.8 Compliance with ERISA. In addition to and without limiting the generality
of Section 8.6, except where the failure to so comply could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, (a) comply with applicable
provisions of ERISA and the regulations and published interpretations thereunder with respect to
all Employee Benefit Plans or (b) not take any action or fail to take action the result of which
could reasonably be expected to result in a liability to the PBGC or to a Multiemployer Plan.



Section 8.9 Compliance with Agreements. Comply in all respects with each term,
condition and provision of all leases, agreements and other instruments entered into in the conduct
of its business including any Material Contract, except as could not reasonably be expected to have
a Material Adverse Effect.



Section 8.10 Visits and Inspections; Lender Meetings.



(a) Permit representatives of the Administrative Agent or any Lender, or any of their
respective representatives, at reasonable times and intervals, to visit all of its offices, to
discuss its financial matters with its officers (and the officers of the General Partner) and to
examine (and, at the expense of the Borrower, photocopy extracts from) any of its books or other
Borrower records. Upon the occurrence and during the continuance of any Default or Event of
Default the Borrower hereby authorizes its independent public accountant to discuss the Borrower’s
financial matters with the Administrative Agent and each Lender or any of their respective
representatives provided that a representative of the Borrower is present. So long as a Default or
Event of Default has occurred and is continuing, the Borrower shall pay any fees of the
Administrative Agent, each Lender and such independent public accountant incurred in connection
with the Administrative Agent’s or any Lender’s exercise of its rights pursuant to this Section.



(b) Upon the request of the Administrative Agent or the Required Lenders, participate in a
meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be
held at the Borrower’s corporate offices (or such other location as may be agreed to by the
Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the
Administrative Agent.



Section 8.11 Additional Subsidiaries.



(a) Additional Material Subsidiaries. Notify the Administrative Agent of the creation
or acquisition of any Material Subsidiary or upon any Non-Material Subsidiary becoming a Material
Subsidiary and promptly thereafter (and in any event within thirty (30) days after such creation,
acquisition or occurrence), cause such Person to (i) become a Subsidiary Guarantor by delivering to
the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other
document as the Administrative Agent shall deem reasonably necessary for such purpose, (ii) deliver
to the Administrative Agent such documents and certificates referred to in Section 5.1 as
may be reasonably requested by the Administrative Agent, (iii) deliver to the Administrative Agent
such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect
to such Person, and (iv) deliver to the Administrative Agent such other documents as may be
reasonably requested by the Administrative Agent, all in form, content and scope reasonably
satisfactory to the Administrative Agent.



(b) Additional Foreign Subsidiaries. Notify the Administrative Agent at the time that
any Person becomes a Foreign Subsidiary of the Borrower, and promptly thereafter (and in any event
within forty-five (45) days after notification), cause such Person to deliver to the Administrative
Agent (i) such documents and certificates referred to in Section 5.1 as may be reasonably
requested by the Administrative Agent, (ii) such updated Schedules to the Loan Documents as
requested by the Administrative Agent with regard to such Person and (iii) such other documents as
may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably
satisfactory to the Administrative Agent.



(c) Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the
purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new
Subsidiary at no time holds any assets or liabilities other than any merger consideration
contributed to it contemporaneously with the closing of such merger transaction, such new
Subsidiary shall not be required to take the actions set forth in Section 8.11(a) until the
consummation of such Permitted Acquisition (at which time, the surviving entity of the respective
merger transaction shall be required to so comply with Section 8.11(a) to the extent it is
a Material Subsidiary within ten (10) Business Days of the consummation of such Permitted
Acquisition).



Section 8.12 Use of Proceeds. The Borrower shall use the proceeds of the Extensions
of Credit for working capital and general corporate purposes of the Borrower and its Subsidiaries;
provided that neither the Administrative Agent nor any Lender shall have any responsibility
as to use of such proceeds. None of the Borrower, its Subsidiaries, or any of its or their
respective directors, officers or employees shall use the proceeds of any Extension of Credit (a)
in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of
money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or
Anti-Money Laundering Laws, (b) for the purpose of funding, financing or facilitating any
activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country
or (c) in any manner that would result in the violation of any Sanctions applicable to any party
hereto.



Section 8.13 Further Assurances. Make, execute and deliver all such additional and
further acts, things, deeds, instruments and documents as the Administrative Agent or the Required
Lenders (through the Administrative Agent) may reasonably require for the purposes of implementing
or effectuating the provisions of this Agreement and the other Loan Documents.



Section 8.14 Non-Consolidation. Maintain (a) entity records and books of account
separate from those of any other entity which is an Affiliate of such entity, (b) not commingle its
funds or assets with those of any other entity which is an Affiliate of such entity (except
pursuant to cash management systems reasonably acceptable to the Administrative Agent) and (c)
provide that its board of directors (or equivalent governing body) will hold all appropriate
meetings to authorize and approve such entity’s actions.



Section 8.15 Covenants of the General Partner.



(a) The General Partner will maintain and keep in effect its corporate existence.



(b) The General Partner will deliver to the Administrative Agent, on behalf of the Lenders,
and the Administrative Agent will promptly distribute to each Lender at their respective addresses
as set forth in the Register, or such other office as may be designated by the Administrative Agent
and the Lenders from time to time, (i) (A) consolidating balance sheets and statements of income
and cash flows of the General Partner and its Subsidiaries at the times specified in, Section
7.1(a) and (B) unaudited financial statements of the General Partner at the time specified in
Section 7.1(b), in each case certified and reported on in the same manner as the financial
statements of the Borrower described in such Sections, and (ii) with reasonable promptness, such
other information and data (financial or other) as may from time to time be reasonably requested by
the Administrative Agent.



(c) The General Partner will perform and comply with all of its obligations under the
Partnership Agreement, will enforce the Partnership Agreement against each other party thereto and
will not accept the termination of the Partnership Agreement or any amendment or supplement thereof
or modification or waiver thereunder, unless any such failure to perform, comply or enforce or any
such acceptance would not, individually or in the aggregate, present a reasonable likelihood of
having a Material Adverse Effect.



(d) Section 6.5 of the Partnership Agreement (the “Incorporated Covenant”) as in
effect on the Restatement Date, together with all related definitions, is hereby incorporated
herein in the form included in the Partnership Agreement on April 19, 1995 and without regard to
any subsequent amendments or waivers of the provisions of, or any termination of, the Partnership
Agreement. The General Partner agrees to fully perform and comply with the Incorporated Covenant.



ARTICLE IX




FINANCIAL COVENANTS




Until all of the Obligations (other than (a) contingent indemnification obligations not then
due and (b) the Specified Hedge Obligations) have been paid and satisfied in full in cash and the
Revolving Credit Commitments terminated, the Borrower and the Subsidiary Guarantors will not:



Section 9.1 Consolidated MLP Total Leverage Ratio. As of the end of any fiscal
quarter, permit the Consolidated MLP Total Leverage Ratio to be greater than 5.75 to 1.00.



Section 9.2 Consolidated Borrower Total Leverage Ratio. As of the end of any fiscal
quarter, permit the Consolidated Borrower Total Leverage Ratio to be greater than 2.75 to 1.00.



Section 9.3 Interest Coverage Ratio. As of the end of any fiscal quarter, permit the
ratio of (a) Consolidated EBITDA of MLP and its Subsidiaries for the period of four (4) consecutive
fiscal quarters ending on or immediately prior to such date to (b) Consolidated Interest Expense of
MLP and its Subsidiaries for the period of four (4) consecutive fiscal quarters ending on or
immediately prior to such date to be less than 2.75 to 1.00.



ARTICLE X




NEGATIVE COVENANTS




Until all of the Obligations (other than (a) contingent, indemnification obligations not then
due and (b) the Specified Hedge Obligations) have been paid and satisfied in full in cash and the
Revolving Credit Commitments terminated, (i) each of the Borrower and the Subsidiary Guarantors
will not, in the case of Sections 10.1 through 10.13, and (ii) the General Partner
will not, in the case of Section 10.14:



Section 10.1 Limitations on Indebtedness. Create, incur, assume or suffer to exist
any Indebtedness except:



(a) the Obligations (excluding Specified Hedge Obligations permitted pursuant to Section
10.1(b));



(b) Indebtedness and obligations owing under Hedge Agreements (including, without duplication,
letters of credit issued to support the same) permitted under Section 10.12;



(c) Indebtedness existing on the Restatement Date and not otherwise permitted under this
Section and listed on Schedule 6.19, and the renewal, refinancing, extension and
replacement (but not the increase in the aggregate principal amount) thereof;



(d) Indebtedness in respect of Capital Leases for fixed or capital assets within the
limitations set forth in Section 10.2(h); provided that the aggregate outstanding
amount of such Indebtedness shall not exceed $50,000,000 at any time;



(e) Indebtedness of a Person existing at the time such Person became a Subsidiary or
Indebtedness related to assets acquired from such Person in connection with an Investment permitted
pursuant to Section 10.3, to the extent that such Indebtedness was not incurred in
connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of
such assets;



(f) unsecured Indebtedness of the Borrower owing to the General Partner or an Affiliate of the
General Partner (including MLP); provided that (i) the aggregate principal amount of such
Indebtedness does not exceed $200,000,000 at any time outstanding and (ii) such Indebtedness shall
be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent;



(g) Guaranty Obligations with respect to Indebtedness permitted pursuant to paragraphs
(a) through (e), (i), (j), (k), and (n) (so long as
such Indebtedness is not also a Guaranty Obligation) of this Section;



(h) unsecured intercompany Indebtedness (i) owed by the Borrower to any Subsidiary Guarantor,
(ii) owed by any Subsidiary Guarantor to the Borrower or another Subsidiary Guarantor, and (iii)
owed by the Borrower or any Subsidiary Guarantor to any Non-Guarantor Subsidiary; provided,
that such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory
to the Administrative Agent;



(i) Indebtedness arising from the honoring by a bank or other financial institution of a
check, draft or other similar instrument drawn against insufficient funds in the ordinary course of
business;



(j) other unsecured Indebtedness not otherwise permitted under this Section of the Borrower
and the Subsidiary Guarantors; provided, that in the case of each incurrence of such
Indebtedness, (i) no Default or Event of Default shall have occurred and be continuing or would be
caused by the incurrence of such Indebtedness, (ii) the documentation evidencing such Indebtedness
shall not contain financial covenants which are, individually or in the aggregate, more restrictive
than those set forth herein, and (iii) such Indebtedness shall mature no earlier than six (6)
months after the Revolving Credit Maturity Date;



(k) Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds,
statutory obligations or with respect to workers’ compensation claims, in each case incurred in the
ordinary course of business, and reimbursement obligations in respect of any of the foregoing;



(l) Indebtedness in respect of non-compete agreements entered into in connection with
Permitted Acquisitions;



(m) Indebtedness arising under any asset securitization program (including, without
limitation, any Accounts Receivable Securitization) in an aggregate amount not to exceed
$100,000,000 at any time outstanding;



(n) additional Indebtedness not otherwise permitted pursuant to this Section in an aggregate
principal amount not to exceed $50,000,000 at any time outstanding; and



(o) Secured Indebtedness under those certain notes (the “Heritage Notes”) issued
pursuant to those certain Note Purchase Agreements, dated as of November 19, 1997 and August 10,
2000, each between Heritage Operating, L.P. and the purchasers named therein (as amended, the
“Heritage Note Purchase Agreements”) in the aggregate principal amount not to exceed
$12,000,000.



Section 10.2 Limitations on Liens. Create, incur, assume or suffer to exist, any Lien
on or with respect to any of its Property, whether now owned or hereafter acquired, except:



(a) Liens created pursuant to the Loan Documents, if any;



(b) Liens not otherwise permitted under this Section in existence on the Restatement Date and
described on Schedule 10.2, including Liens incurred in connection with any refinancing,
refunding, renewal or extension of Indebtedness pursuant to Section 10.1(c) (solely to the
extent that such Liens were in existence on the Restatement Date and described on Schedule
10.2); provided that the scope of any such Lien shall not be increased, or otherwise
expanded, to cover any additional property or type of asset, as applicable, beyond that in
existence on the Restatement Date;



(c) Liens for taxes, assessments and other governmental charges or levies (excluding any Lien
imposed pursuant to any of the provisions of ERISA or Environmental Laws) (i) not yet due or as to
which the period of grace (not to exceed thirty (30) days), if any, related thereto has not expired
or (ii) which are being contested in good faith and by appropriate proceedings if adequate reserves
are maintained to the extent required by GAAP;



(d) (i) the claims of materialmen, mechanics, carriers, warehousemen, processors, vendors,
repairmen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of
business, (A) which are not overdue for a period of more than thirty (30) days or (B) which are
being contested in good faith and by appropriate proceedings if adequate reserves are maintained to
the extent required by GAAP and (ii) do not, individually or in the aggregate, materially impair
the use thereof in the operation of the business of the Borrower or any of its Subsidiaries;



(e) Liens consisting of deposits or pledges made in the ordinary course of business in
connection with, or to secure payment of, obligations under workers’ compensation, unemployment
insurance and other types of social security or similar legislation, or to secure the performance
of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds
(other than bonds related to judgments or litigation), performance bonds, release, appeal and
similar bonds and reimbursement obligations in respect of any of the foregoing;



(f) Liens constituting encumbrances in the nature of zoning restrictions, easements,
rights-of-way and rights or restrictions of record on the use of real property, which in the
aggregate are not substantial in amount and which do not, in any case, materially detract from the
value of such property or materially impair the use thereof in the ordinary conduct of business;



(g) purported Liens evidenced by the filing of precautionary UCC financing statements relating
solely to personal property leased pursuant to operating leases entered into in the ordinary course
of business of the Borrower and its Subsidiaries;



(h) Liens securing Indebtedness permitted under Section 10.1(d); provided that
(i) such Liens shall be created not later than thirty (30) days after the acquisition or lease of
the related asset, (ii) such Liens do not at any time encumber any property other than the property
financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased
and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100%
of the original purchase price or lease payment amount of such property at the time it was
acquired;



(i) Liens securing judgments for the payment of money not constituting an Event of Default
under Section 11.1(l) or securing appeal or other surety bonds relating to such judgments;



(j) Liens on tangible property or tangible assets (i) of any Subsidiary which are in existence
at the time that such Subsidiary is acquired pursuant to a Permitted Acquisition and (ii) of the
Borrower or any of its Subsidiaries existing at the time such tangible property or tangible assets
are purchased or otherwise acquired by the Borrower or such Subsidiary thereof pursuant to a
transaction permitted pursuant to this Agreement; provided that, with respect to each of
the foregoing clauses (i) and (ii), (A) such Liens (1) are not incurred in
connection with, or in anticipation of, such Permitted Acquisition, purchase or other acquisition,
(2) are applicable only to specific tangible property or tangible assets, and (3) do not attach to
any other property or assets of the Borrower or any of its Subsidiaries, and (B)(1) the
Indebtedness secured by such Liens is permitted under Section 10.1(e) and (2) the aggregate
outstanding principal amount of such Indebtedness does not exceed $50,000,000 at any time
outstanding;



(k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not
extend to, or encumber, assets that constitute the Capital Stock of the Borrower or any of the
Subsidiaries, and (ii) such Liens extending to the assets of any Foreign Subsidiary secure only
Indebtedness incurred by such Foreign Subsidiary pursuant to Section 10.1(m) or
10.1(n);



(l) (i) Liens of a collecting bank arising in the ordinary course of business under Section
4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction and (ii) Liens of any
depositary bank in connection with statutory, common law and contractual rights of set-off and
recoupment with respect to any deposit account of any Borrower or any Subsidiary thereof;



(m) (i) contractual or statutory Liens of landlords to the extent relating to the property and
assets relating to any lease agreements with such landlord, and (ii) contractual Liens of suppliers
(including sellers of goods) or customers to the extent limited to the property or assets relating
to such contract;



(n) any interest or title of a licensor, licensee, sublicensor, lessor, lessee, sublessor, or
sublessee with respect to any assets under any license or lease agreement entered into in the
ordinary course of business; provided that the same do not interfere in any material
respect with the business of the Borrower or its Subsidiaries or materially detract from the value
of the relevant assets of the Borrower or its Subsidiaries;



(o) deposits made to secure liability to insurance carriers under insurance or self-insurance
arrangements;



(p) Liens securing reimbursement obligations under letters of credit; provided that
such Liens cover only the title documents and related goods (and any proceeds thereof) covered by
the related letter of credit;



(q) Liens on cash and cash equivalents securing obligations in respect of Hedge Agreements
permitted under Section 10.12;



(r) Liens not otherwise permitted hereunder securing Indebtedness in the aggregate amount not
to exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $75,000,000 at any time
outstanding;



(s) Liens in effect on the date hereof securing the Heritage Notes permitted pursuant to
Section 10.1(o); and



(t) Liens securing Indebtedness related to an Accounts Receivable Securitization permitted
pursuant to Section 10.1(m).



Notwithstanding the foregoing, in no event shall any Lien on any Property of the Borrower or any of
its Subsidiaries be permitted to secure Guaranty Obligations of the Borrower or such Subsidiary
with respect to, or any other Indebtedness which supports, Indebtedness of MLP or the General
Partner.



Section 10.3 Limitations on Investments. Purchase, own, invest in or otherwise
acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture
(including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other
obligation or security, substantially all or a portion of the business or assets of any other
Person or any other investment or interest whatsoever in any other Person, or make or permit to
exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in
cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except:



(a) (i) equity Investments existing on the Restatement Date in Subsidiaries existing on the
Restatement Date, (ii) Investments existing on the Restatement Date (other than Investments in
Subsidiaries existing on the Restatement Date) and described on Schedule 10.3, (iii) equity
Investments made after the Restatement Date in Subsidiary Guarantors, (iv) Investments made after
the Restatement Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v)
Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary
Guarantor;



(b) Investments in cash and Cash Equivalents;



(c) deposits made in the ordinary course of business to secure the performance of leases or
other obligations as permitted by Section 10.2;



(d) Hedge Agreements permitted pursuant to Section 10.1;



(e) purchases of assets in the ordinary course of business;



(f) Investments in the form of Permitted Acquisitions;



(g) Investments (x) in the form of loans and advances to employees in the ordinary course of
business, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of
extensions of trade credit or advances to third parties in the ordinary course of business and (z)
acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the
bankruptcy, insolvency or reorganization of a debtor;



(h) Investments in the form of Indebtedness permitted pursuant to Section 10.1(h);



(i) Investments in any Non-Guarantor Subsidiary in an aggregate amount not to exceed at any
time $25,000,000;



(j) Guaranty Obligations (x) permitted pursuant to Section 10.1 or (y) constituting an
obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken
or made in the ordinary course of business;



(k) Investments in joint ventures; provided, that the aggregate amount of all such
Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets
or (ii) $75,000,000; and



(l) other additional Investments not otherwise permitted pursuant to this Section not
exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $75,000,000 in the
aggregate.



For purposes of determining the amount of any Investment outstanding for purposes of this
Section 10.3, such amount shall be deemed to be the amount of such Investment determined in
accordance with GAAP.



Section 10.4 Limitations on Fundamental Changes. Merge, consolidate or enter into any
similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution) except:



(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or
consolidated with or into the Borrower; provided that (x) the Borrower shall be the
continuing or surviving entity and (y) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned
Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any
Subsidiary Guarantor; provided that (x) the Subsidiary Guarantor shall be the continuing or
surviving entity or simultaneously with such transaction, the continuing or surviving entity shall
become a Subsidiary Guarantor and the Borrower shall comply with Section 8.11 in connection
therewith and (y) immediately after giving effect to such transaction, no Default or Event of
Default shall have occurred and be continuing;



(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated
or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any
Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated
with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic
Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged,
amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material
Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the
Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously
with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and
the Borrower shall, if applicable, comply with Section 8.11 in connection therewith, and
(y) immediately after giving effect to such transaction, no Default or Event of Default shall have
occurred and be continuing;



(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary
liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor;
provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the
consideration for such disposition shall not exceed the fair value of such assets;



(d) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or
substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise)
to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic
Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation,
dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic
Subsidiary;



(e) dispositions permitted by Section 10.5;



(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person
such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted
Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving
entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall
become a Subsidiary Guarantor and the Borrower shall comply with Section 8.11 in connection
therewith);



(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in
connection with a Permitted Acquisition; provided that (i) in the case of a merger
involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the
Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the
Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and



(h) subject to compliance with Section 13.2, the Borrower may consolidate with or
merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the
surviving entity is a corporation or limited partnership organized and existing under the laws of
the United States of America or any state thereof or the District of Columbia, with substantially
all of its properties located and its business conducted within the United States and Canada and
(iii) immediately after giving effect to such transaction no Default or Event of Default shall have
occurred and be continuing.



Section 10.5 Limitations on Asset Dispositions. Make any Asset Disposition (including
the sale of any receivables and leasehold interests) except:



(a) the sale of inventory in the ordinary course of business;



(b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business
of the Borrower or any of its Subsidiaries;



(c) the transfer of assets to the Borrower or any Subsidiary Guarantor pursuant to Section
10.4(b) and any other transaction permitted pursuant to Section 10.4;



(d) the Borrower or any Subsidiary may discount, sell or otherwise dispose of defaulted or
past due receivables and similar obligations (i) made in the ordinary course of business and which
remain unpaid by the account debtors, (ii) without recourse which are past due and which have been
written off as uncollectible, (iii) from a Material Subsidiary to the Borrower or (iv) made in
connection with the sale of a business but only with respect to the receivables directly generated
by the business so sold;



(e) the disposition of any Hedge Agreement;



(f) dispositions of Investments in cash and Cash Equivalents;



(g) (i) any Subsidiary Guarantor may transfer assets to the Borrower or any other Subsidiary
Guarantor, (ii) the Borrower may transfer assets to any Subsidiary Guarantor, (iii) any
Non-Guarantor Subsidiary may transfer assets to the Borrower or any Subsidiary Guarantor
(provided that, in connection with any such transfer, the Borrower or such Subsidiary
Guarantor shall not pay more than an amount equal to the fair market value of such assets as
determined in good faith by the General Partner at the time of such transfer), (iv) any
Non-Guarantor Subsidiary may transfer assets to any other Non-Guarantor Subsidiary and (v) any
Subsidiary Guarantor or the Borrower may transfer assets to a Non-Guarantor Subsidiary;
provided that for purposes of this clause (v), (x) such assets constitute non-core
assets or (y) after giving effect to such transfer, such Non-Guarantor Subsidiary shall become a
Subsidiary Guarantor;



(h) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary
course of business not interfering, individually or in the aggregate, in any material respect with
the conduct of the business of the Borrower and its Subsidiaries;



(i) leases, subleases, licenses or sublicenses of real or personal property granted by any
Borrower or any of its Subsidiaries to others in the ordinary course of business not interfering in
any material respect with the business of the Borrower or any of its Subsidiaries;



(j) dispositions in connection with Insurance and Condemnation Events;



(k) dispositions of accounts receivable to an SPE in connection with an Accounts Receivable
Securitization permitted by Section 10.1(m);



(l) dispositions of assets in exchange for other assets having a fair market value (as
determined in good faith by the Borrower) of not less than that of the assets so exchanged;



(m) the write-off of good will or other intangibles in the ordinary course of business; and



(n) additional Asset Dispositions not otherwise permitted pursuant to this Section in an
aggregate amount not to exceed in any Fiscal Year the greater of (i) 10% of Consolidated Net
Tangible Assets or (ii) $175,000,000.



Section 10.6 Limitations on Restricted Payments. Declare or pay any dividend on, or
make any payment or other distribution on account of, or purchase, redeem, retire or otherwise
acquire (directly or indirectly), or set apart assets for a sinking or other analogous fund for the
purchase, redemption, retirement or other acquisition of, any class of Capital Stock of the
Borrower or any Subsidiary Guarantor, or make any distribution of cash, property or assets to the
holders of shares of any Capital Stock of the Borrower or any Subsidiary Guarantor (all of the
foregoing, the “Restricted Payments”); provided that:



(a) the Borrower or any Subsidiary Guarantor may pay dividends in shares of its own Qualified
Capital Stock;



(b) any Subsidiary Guarantor may pay cash dividends to the Borrower or any other Subsidiary
Guarantor or ratably to all holders of its outstanding Qualified Capital Stock; and



(c) the Borrower may declare or order, and make, pay or set apart, once during each calendar
quarter a Restricted Payment if (a) such Restricted Payment is in an amount not exceeding Available
Cash for the immediately preceding calendar quarter, (b) immediately after giving effect to any
such proposed action no Event of Default (or Default under Section 11.1(a), (b),
(h) or (i)) shall have occurred and be continuing, (c) such Restricted Payment is
declared, ordered, paid or made in cash.



Section 10.7 Transactions with Affiliates. Directly or indirectly enter into any
transaction, including any purchase, sale, lease or exchange of Property, the rendering of any
service or the payment of any management, advisory or similar fees, with (a) any officer, director,
holder of any Capital Stock of, or other Affiliate of, the General Partner, the Borrower or any of
its Subsidiaries, (b) any Affiliate of any such officer, director or holder or (c) MLP or any
officer, director, holder of any Capital Stock of, or other Affiliate of, MLP, other than:




(i) transactions permitted by Sections 10.1, 10.3, 10.4,
10.5, 10.6 and 10.11;




(ii) transactions existing on the Restatement Date not otherwise permitted hereunder
and described on Schedule 10.7;




(iii) other transactions (or series of related transactions) which are in the ordinary
course of business on terms as favorable as would be obtained by it on a comparable
arm’s-length transaction with an independent, unrelated third party as determined in good
faith by the Board of Directors (or equivalent governing body) of the General Partner;




(iv) employment and severance arrangements (including stock option plans, restricted
stock agreements and employee benefit plans and arrangements) with their respective officers
and employees in the ordinary course of business;




(v) payment of customary fees and reasonable out of pocket costs to, and indemnities
for the benefit of, directors, officers and employees of (i) the General Partner and its
Affiliates and (ii) the Borrower and its Subsidiaries, in each case, in the ordinary course
of business to the extent attributable to the ownership or operation of the Borrower and its
Subsidiaries;




(vi) transactions in the ordinary course of business in connection with reinsuring the
self-insurance programs or other similar forms of retained insurable risks of the retail
propane business operated by the Borrower, its Subsidiaries and its Affiliates; and




(vii) transactions between or among the Borrower or any Subsidiary of the Borrower and
any SPE.



Section 10.8 Certain Accounting Changes; Organizational Documents. (a) Change its
Fiscal Year end, or make (without the consent of the Administrative Agent, which consent shall not
be unreasonably withheld or delayed) any material change in its accounting treatment and reporting
practices except as required by GAAP or (b) amend, modify or change its articles of incorporation
(or corporate charter or other similar organizational documents) or amend, modify or change its
bylaws (or other similar documents) in any manner which would materially and adversely affect the
rights or interests of the Lenders.



Section 10.9 No Further Negative Pledges; Restrictive Agreements.



(a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the
creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter
acquired, in any manner that is more restrictive than permitted hereunder, or requiring the grant
of any security for such obligation if security is given for some other obligation, except for the
Heritage Note Purchase Agreements.



(b) Create or otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction on the ability of the Borrower or any Subsidiary Guarantor to (i) pay
dividends or make any other distributions to the Borrower or any Subsidiary Guarantor on its
Capital Stock or with respect to any other interest or participation in, or measured by, its
profits, (ii) pay any Indebtedness or other obligation owed to the Borrower or any Subsidiary
Guarantor, (iii) make loans or advances to the Borrower or any Subsidiary Guarantor, (iv) sell,
lease or transfer any of its properties or assets to the Borrower or any Subsidiary Guarantor or
(v) act as a Guarantor pursuant to the Loan Documents or any renewals, refinancings, exchanges,
refundings or extension thereof, except (in respect of any of the matters referred to in
clauses (i) through (v) above) for such encumbrances or restrictions
existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law,
(C) any document or instrument governing Indebtedness incurred pursuant to Section 10.1(d)
(provided, that any such restriction contained therein relates only to the asset or assets
acquired in connection therewith), (D) any Permitted Lien or any document or instrument governing
any Permitted Lien (provided, that any such restriction contained therein relates only to
the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a
Subsidiary Guarantor at the time such Subsidiary Guarantor first becomes a Subsidiary of the
Borrower, so long as such obligations are not entered into in contemplation of such Person becoming
a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property
(to the extent such sale is permitted pursuant to Section 10.5) that limit the transfer of
such Property pending the consummation of such sale, (G) customary restrictions in leases,
subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement
so long as such restrictions relate only to the assets subject thereto, (H) customary provisions
restricting assignment of any agreement entered into in the ordinary course of business and (I) the
Heritage Note Purchase Agreements.



Section 10.10 Nature of Business. With respect to the Borrower and the Subsidiary
Guarantors, engage in any business other than the business conducted by the Borrower and its
Subsidiaries as of the Restatement Date and business activities reasonably related or ancillary
thereto, including any Midstream Business.



Section 10.11 Sale Leasebacks. Directly or indirectly become or remain liable as
lessee or as guarantor or other surety with respect to any lease, whether an operating lease or a
Capital Lease, of any Property (whether real, personal or mixed), whether now owned or hereafter
acquired, (a) which the Borrower or any Subsidiary Guarantor has sold or transferred or is to sell
or transfer to a Person which is the Borrower or another Subsidiary Guarantor or (b) which the
Borrower or any Subsidiary Guarantor intends to use for substantially the same purpose as any other
Property that has been sold or is to be sold or transferred by the Borrower or such Subsidiary
Guarantor to another Person which is not the Borrower or another Subsidiary Guarantor in connection
with such lease.



Section 10.12 Hedge Agreements. Enter into any Hedge Agreement other than to manage
existing or anticipated interest rate, exchange rate or commodity price risks and not for
speculative purposes; provided that (i) no Hedge Agreement shall contain any provision
exonerating the non-defaulting party from its obligation to make payments on outstanding
transactions to the defaulting party; and (ii) no Hedge Agreement can be secured by a Lien on any
assets of the Borrower or any of its Affiliates other than Liens permitted by Section
10.2(q).



Section 10.13 Disposal of Subsidiary Interests. The Borrower will not permit any
Material Subsidiary to be a non-Wholly-Owned Subsidiary except (a) as a result of or in connection
with a dissolution, merger, amalgamation, consolidation or disposition permitted by Section
10.4 or 10.5 or (b) so long as such Material Subsidiary continues to be a Subsidiary
Guarantor.



Section 10.14 Covenant of the General Partner. The General Partner covenants that it
will not create any Liens on the general partnership interests in the Borrower or MLP.



ARTICLE XI




DEFAULT AND REMEDIES




Section 11.1 Events of Default. Each of the following shall constitute an Event of
Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment or order of any court or any order, rule
or regulation of any Governmental Authority or otherwise:



(a) Default in Payment of Principal of Loans and Reimbursement Obligations. The
Borrower shall default in any payment of principal of any Loan or Reimbursement Obligation when and
as due (whether at maturity, by reason of acceleration or otherwise).



(b) Other Payment Default. The Borrower or any other Credit Party shall default in
the payment when and as due (whether at maturity, by reason of acceleration or otherwise) of
interest on any Loan or Reimbursement Obligation or the payment of any other Obligation, and such
default shall continue for a period of five (5) days.



(c) Misrepresentation. Any representation, warranty, certification or statement of
fact made or deemed made by or on behalf of any Credit Party in this Agreement, in any other Loan
Document, or in any document delivered by any Credit Party or by any Responsible Officer on behalf
of any such Credit Party in connection herewith or therewith that is subject to materiality or
Material Adverse Effect qualifications, shall be incorrect or intentionally misleading in any
respect when made or deemed made or any representation, warranty, certification or statement of
fact made or deemed made by or on behalf of any Credit Party in this Agreement, any other Loan
Document, or in any document delivered in connection herewith or therewith that is not subject to
materiality or Material Adverse Effect qualifications, shall be incorrect or intentionally
misleading in any material respect when made or deemed made.



(d) Default in Performance of Certain Covenants. Any Credit Party shall default in
the performance or observance of any covenant or agreement contained in Section 7.1,
7.2, Section 7.5(d)(i), 8.1 (with respect to any Credit Party’s existence),
8.6(b), or 8.12 or Article IX or X.



(e) Default in Performance of Other Covenants and Conditions. Any Credit Party shall
default in the performance or observance of any term, covenant, condition or agreement contained in
this Agreement (other than as specifically provided for in this Section) or any other Loan Document
and such default shall continue for a period of thirty (30) days after the earlier of (i) the
Administrative Agent’s delivery of written notice thereof to the Borrower and (ii) a Responsible
Officer of the Borrower or the General Partner having obtained knowledge thereof.



(f) Indebtedness Cross-Default. MLP or any Credit Party shall (i) default in the
payment of any Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate
outstanding amount of which Indebtedness is in excess of the Threshold Amount beyond the period of
grace if any, provided in the instrument or agreement under which such Indebtedness was created, or
(ii) default in the observance or performance of any other agreement or condition relating to any
Indebtedness (other than the Loans, any Reimbursement Obligation) or contained in any instrument or
agreement evidencing, securing or relating thereto the aggregate outstanding amount of which
Indebtedness is in excess of the Threshold Amount or any other event shall occur or condition
exist, the effect of which default or other event or condition is to cause, or to permit the holder
or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become
due prior to its stated maturity and any applicable grace period shall have expired.



(g) Change in Control. Any Change in Control shall occur.



(h) Voluntary Bankruptcy Proceeding. Any Credit Party or any Significant Subsidiary
Group shall (i) commence a voluntary case under the federal bankruptcy laws (as now or hereafter in
effect), (ii) file a petition seeking to take advantage of any other laws, domestic or foreign,
relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of
debts, (iii) consent to or fail to contest in a timely and appropriate manner any petition filed
against it in an involuntary case under such bankruptcy laws or other laws, (iv) apply for or
consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the
taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a
substantial part of its property, domestic or foreign, (v) admit in writing its inability to pay
its debts as they become due, (vi) make a general assignment for the benefit of creditors, or (vii)
take any corporate action for the purpose of authorizing any of the foregoing.



(i) Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced
against any Credit Party or any Significant Subsidiary Group in any court of competent jurisdiction
seeking (i) relief under the federal bankruptcy laws (as now or hereafter in effect) or under any
other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or
adjustment of debts, or (ii) the appointment of a trustee, receiver, custodian, liquidator or the
like for any Credit Party or any Significant Subsidiary Group or for all or any substantial part of
their respective assets, domestic or foreign, and such case or proceeding shall continue without
dismissal or stay for a period of sixty (60) consecutive days, or an order granting the relief
requested in such case or proceeding (including, but not limited to, an order for relief under such
federal bankruptcy laws) shall be entered.



(j) Failure of Agreements. Any material provision of this Agreement or any material
provision of the Guaranty Agreement shall for any reason cease to be valid and binding on any
Credit Party party thereto or any such Person shall so state in writing, in each case other than in
accordance with the express terms hereof or thereof.



(k) Termination Event. The occurrence of any of the following events: (i) any Credit
Party or any ERISA Affiliate fails to make full payment when due of all amounts which, under the
provisions of any Pension Plan or Section 412 of the Code, any Credit Party or any ERISA Affiliate
is required to pay as contributions thereto and such failure, individually or in the aggregate,
results in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) any
Unfunded Pension Liability occurs or exists which, individually or in the aggregate, results in, or
could reasonably be expected to result in, a Material Adverse Effect, (iii) a Termination Event and
such occurrence, individually or in the aggregate, results in, or could reasonably be expected to
result in, a Material Adverse Effect or (iv) any Credit Party or any ERISA Affiliate as employers
under one or more Multiemployer Plans makes a complete or partial withdrawal from any such
Multiemployer Plan and the plan sponsor of such Multiemployer Plans notifies such withdrawing
employer that such employer has incurred a withdrawal liability and such withdrawal liability,
individually or in the aggregate, results in, or could reasonably be expected to result in, a
Material Adverse Effect.



(l) Judgment. A judgment or order for the payment of money which causes the aggregate
amount of all such judgments or orders (net of any amounts paid or fully covered by independent
third party insurance as to which the relevant insurance company does not dispute coverage) to
exceed the Threshold Amount shall be entered against any Credit Party by any court and such
judgment or order shall continue without having been discharged, vacated or stayed for a period of
sixty (60) consecutive days after the entry thereof.



(m) Failure of Senior Indebtedness Status. The Obligations of the Borrower and each
Subsidiary Guarantor under this Agreement and each of the other Loan Documents shall fail to rank
at least pari passu to all other senior unsecured Indebtedness of each such Person.



Section 11.2 Remedies. Upon the occurrence of an Event of Default, with the consent
of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders,
the Administrative Agent shall, by notice to the Borrower:



(a) Acceleration; Termination of Facilities.




(i) Terminate the Revolving Credit Commitment and declare the principal of and interest
on the Loans and the Reimbursement Obligations at the time outstanding, and all other
amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of
the other Loan Documents (including all L/C Obligations, whether or not the beneficiaries of
the then outstanding Letters of Credit shall have presented or shall be entitled to present
the documents required thereunder) and all other Obligations (other than Specified Hedge
Obligations), to be forthwith due and payable, whereupon the same shall immediately become
due and payable without presentment, demand, protest or other notice of any kind, all of
which are expressly waived by each Credit Party, anything in this Agreement or the other
Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any
right of the Borrower to request borrowings or Letters of Credit thereunder;
provided, that upon the occurrence of an Event of Default specified in Section
11.1(h) or (i), the Credit Facility shall be automatically terminated and all
Obligations (other than Specified Hedge Obligations) shall automatically become due and
payable without presentment, demand, protest or other notice of any kind, all of which are
expressly waived by each Credit Party, anything in this Agreement or in any other Loan
Document to the contrary notwithstanding; and




(ii) exercise on behalf of the Guaranteed Parties all of its other rights and remedies
under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all
of the Obligations.



(b) Letters of Credit. With respect to all Letters of Credit with respect to which
presentment for honor shall not have occurred at the time of an acceleration pursuant to the
preceding paragraph, the Borrower shall at such time Cash Collateralize the aggregate then undrawn
and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall
be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit,
and the unused portion thereof after all such Letters of Credit shall have expired or been fully
drawn upon, if any, shall be applied to repay the other Obligations on a pro rata
basis. After all such Letters of Credit shall have expired or been fully drawn upon, the
Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid
in full, the balance, if any, in such cash collateral account shall be returned to the Borrower.



(c) Rights of Collection. Exercise on behalf of the Lenders all of its other rights
and remedies under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy
all of the Borrower’s Obligations.



Section 11.3 Rights and Remedies Cumulative; Non-Waiver; etc. The enumeration of the
rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not
intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right
or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be
cumulative, and shall be in addition to any other right or remedy given hereunder or under the
other Loan Documents or that may now or hereafter exist at law or in equity or by suit or
otherwise. No delay or failure to take action on the part of the Administrative Agent or any
Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or privilege or shall be construed to be
a waiver of any Event of Default. No course of dealing between the Borrower, the Administrative
Agent and the Lenders or their respective agents or employees shall be effective to change, modify
or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a
waiver of any Event of Default.



Section 11.4 Crediting of Payments and Proceeds. In the event that the Obligations
have been accelerated pursuant to Section 11.2 or the Administrative Agent or any Lender
has exercised any remedy set forth in this Agreement or any other Loan Document, all payments
received by the Lenders upon the Obligations and all net proceeds from the enforcement of the
Obligations shall be applied;



First, to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts, including attorney fees, payable to the Administrative Agent in its
capacity as such, the Issuing Lender in its capacity as such and the Swingline Lender in its
capacity as such (ratably among the Administrative Agent, the Issuing Lender and Swingline Lender
in proportion to the respective amounts described in this clause First payable to them);



Second, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts (other than principal and interest) payable to the Lenders under the Loan
Documents, including attorney fees (ratably among the Lenders in proportion to the respective
amounts described in this clause Second payable to them);



Third, to payment of that portion of the Obligations constituting accrued and unpaid
interest on the Loans and Reimbursement Obligations (ratably among the Lenders in proportion to the
respective amounts described in this clause Third payable to them);



Fourth, to payment of that portion of the Obligations constituting unpaid principal of
the Loans, Reimbursement Obligations, and Specified Hedge Obligations (including any termination
payments and any accrued and unpaid interest thereon) (ratably among the Lenders and the
counterparties to the Specified Hedge Obligations, in proportion to the respective amounts
described in this clause Fourth held by them);



Fifth, to the Administrative Agent for the account of the Issuing Lender, to Cash
Collateralize any L/C Obligations then outstanding; and



Last, the balance, if any, after all of the Obligations have been indefeasibly paid in
full, to the Borrower or as otherwise required by Applicable Law;



provided that notwithstanding anything to the contrary set forth above, Excluded Swap
Obligations with respect to any Guarantor shall not be paid with amounts received from such
Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from
other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this
Section.



Section 11.5 Administrative Agent May File Proofs of Claim. In case of the pendency
of any Debtor Relief Law or other judicial proceeding relative to any Credit Party, the
Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall
then be due and payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and
empowered (but not obligated), by intervention in such proceeding or otherwise:



(a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, L/C Obligations and all other Obligations arising under the Loan
Document that are owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the Lenders, the Issuing Lender and the Administrative
Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of
the Lenders, the Issuing Lender and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders, the Issuing Lender and the Administrative Agent
under Sections 3.3, 4.3 and 13.3) allowed in such judicial proceeding; and



(b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender and the Issuing Lender to make
such payments to the Administrative Agent and, in the event that the Administrative Agent shall
consent to the making of such payments directly to the Lenders and the Issuing Lender, to pay to
the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements
and advances of the Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 3.3, 4.3 and 13.3.



Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.



ARTICLE XII




THE ADMINISTRATIVE AGENT




Section 12.1 Appointment and Authority. Each of the Lenders and the Issuing Lender
hereby irrevocably designates and appoints Wells Fargo to act on its behalf as the Administrative
Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take
such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms hereof or thereof, together with such actions and powers as are reasonably incidental
thereto. The provisions of this Article are solely for the benefit of the Administrative Agent,
the Lenders and the Issuing Lender, and none of the General Partner, the Borrower nor any
Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions. It is
understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or
any other similar term) with reference to the Administrative Agent is not intended to connote any
fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable
law. Instead such term is used as a matter of market custom, and is intended to create or reflect
only an administrative relationship between contracting parties.



Section 12.2 Rights as a Lender. The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder in its individual capacity. Such
Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the
financial advisor or in any other advisory capacity for and generally engage in any kind of
business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not
the Administrative Agent hereunder and without any duty to account therefor to the Lenders.



Section 12.3 Exculpatory Provisions.



(a) The Administrative Agent shall not have any duties or obligations except those expressly
set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be
administrative in nature. Without limiting the generality of the foregoing, the Administrative
Agent:




(i) shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing;




(ii) shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated hereby
or by the other Loan Documents that the Administrative Agent is required to exercise as
directed in writing by the Required Lenders (or such other number or percentage of the
Lenders as shall be expressly provided for herein or in the other Loan Documents);
provided that the Administrative Agent shall not be required to take any action
that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or Applicable Law, including for the
avoidance of doubt any action that may be in violation of the automatic stay under any
Debtor Relief Law or that may effect a forfeiture, modification or termination of property
of a Defaulting Lender in violation of any Debtor Relief Law; and




(iii) shall not, except as expressly set forth herein and in the other Loan Documents,
have any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrower or any of its Affiliates that is communicated to or
obtained by the Person serving as the Administrative Agent or any of its Affiliates in any
capacity.



(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i)
with the consent or at the request of the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall
be necessary, under the circumstances as provided in Sections 13.2 and 11.2) or
(ii) in the absence of its own gross negligence, bad faith or willful misconduct as determined by a
court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be
deemed not to have knowledge of any Default unless and until notice describing such Default is
given to the Administrative Agent in writing by the Borrower, a Lender or the Issuing Lender.



(c) The Administrative Agent shall not be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty or representation made in or in connection with this
Agreement or any other Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document or (v) the satisfaction of any condition set forth in Article V or
elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.



Section 12.4 Reliance by the Administrative Agent. The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) reasonably believed by it to
be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by telephone and
reasonably believed by it to have been made by the proper Person, and shall not incur any liability
for relying thereon. In determining compliance with any condition hereunder to the making of a
Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must
be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent may
presume that such condition is satisfactory to such Lender or the Issuing Lender unless the
Administrative Agent shall have received notice to the contrary from such Lender or the Issuing
Lender prior to the making of such Loan or the issuance, extension, renewal or increase of such
Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for
the Borrower), independent accountants and other experts selected by it, and shall not be liable
for any action taken or not taken by it in accordance with the advice of any such counsel,
accountants or experts.



Section 12.5 Delegation of Duties. The Administrative Agent may perform any and all
of its duties and exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent
and any such sub-agent may perform any and all of its duties and exercise its rights and powers by
or through their respective Related Parties. The exculpatory provisions of this Article shall
apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection with the syndication of the
Credit Facilities as well as activities as Administrative Agent. The Administrative Agent shall
not be responsible for the negligence or misconduct of any sub-agents except to the extent that a
court of competent jurisdiction determines in a final and nonappealable judgment that the
Administrative Agent acted with gross negligence, bad faith or willful misconduct in the selection
of such sub-agents.



Section 12.6 Resignation of Administrative Agent.



(a) The Administrative Agent may at any time give notice of its resignation to the Lenders,
the Issuing Lender and the Borrower. Upon receipt of any such notice of resignation, the Required
Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which
shall be a bank with an office in the United States, or an Affiliate of any such bank with an
office in the United States. If no such successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 15 days after the retiring Administrative
Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required
Lenders) (the “Resignation Effective Date”), then the Borrower may appoint a successor
Administrative Agent meeting the qualifications set forth above (which successor may be replaced by
the Required Lenders; provided such replacement successor shall be reasonably satisfactory
to the Borrower). If no such successor shall have been so appointed by the Borrower and shall have
accepted such appointment within 30 days after the retiring Administrative Agent gives notice of
its resignation, then the retiring Administrative Agent may (but shall not be obligated to), on
behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that if the Administrative Agent shall notify the
Borrower and the Lenders that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice on the Resignation
Effective Date and (1) the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents and (2) all payments, communications and
determinations provided to be made by, to or through the Administrative Agent shall instead be made
by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders
appoint a successor Administrative Agent as provided for above in this paragraph. Upon the
acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
(or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from
all of its duties and obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor. After the retiring Administrative
Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article
and Section 13.3 shall continue in effect for the benefit of such retiring Administrative
Agent, its sub-agents and their respective Related Parties in respect of any actions taken or
omitted to be taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent.



(b) Any resignation by Wells Fargo as Administrative Agent pursuant to this Section shall also
constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a
successor’s appointment (including any Lender that accepts such appointment with the Borrower’s
consent) as Administrative Agent hereunder, (a) such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline
Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their
respective duties and obligations hereunder or under the other Loan Documents, and (c) the
successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit,
if any, outstanding at the time of such succession or make other arrangement satisfactory to the
retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with
respect to such Letters of Credit.



Section 12.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and
the Issuing Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement. Each Lender and the Issuing Lender also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.



Section 12.8 No Other Duties, etc. Anything herein to the contrary notwithstanding,
none of the syndication agents, documentation agents, co-agents, bookrunner, lead manager,
arranger, lead arranger or co-arranger listed on the cover page or signature pages hereof shall
have any powers, duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the
Issuing Lender hereunder.



Section 12.9 Guaranty Matters. The Guaranteed Parties irrevocably authorize the
Administrative Agent, at its option and in its discretion (without notice to, or vote or consent
of, any counterparty to any Specified Hedge Agreement that was a Lender or an Affiliate of any
Lender at the time such agreement was executed), to release any Subsidiary Guarantor (whether or
not on the date of such release there may be outstanding Specified Hedge Obligations or contingent
indemnification obligations not then due) from its obligations under the Guaranty Agreement and any
other Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction
permitted hereunder.



Upon request by the Administrative Agent at any time, the Required Lenders will confirm in
writing the Administrative Agent’s authority to release or subordinate its interest in particular
types or items of property, or to release any Subsidiary Guarantor from its obligations under the
Guaranty Agreement pursuant to this Section.



Section 12.10 Release of Guarantees of Subsidiaries. At the request and sole expense
of the Borrower, a Subsidiary Guarantor shall be released from all its obligations under this
Agreement and under all other Loan Documents in the event that all or a majority of the Capital
Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a
transaction permitted by this Agreement (including by way of merger or consolidation), and the
Administrative Agent, at the request and sole expense of the Borrower, shall execute and deliver
without recourse, representation or warranty all releases or other documents necessary or desirable
to evidence or confirm the foregoing.



Section 12.11 Specified Hedge Agreements. No Lender or Affiliate thereof party to a
Specified Hedge Agreement that obtains the benefits of Section 11.4 by virtue of the
provisions hereof shall have any right to notice of any action or to consent to, direct or object
to any action hereunder or under any other Loan Document other than in its capacity as a Lender
and, in such case, only to the extent expressly provided in the Loan Documents.



ARTICLE XIII




MISCELLANEOUS




Section 13.1 Notices.



(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
facsimile or electronic transmission (to the extent permitted in paragraph (b) below) as
follows:



	 	 	 
	If to the Borrower:
	 	AmeriGas Propane, L.P.

460 North Gulph Road

King of Prussia, PA 19406

Attention: G. Gary Garcia, Treasurer

Telephone No.: (610) 456-6672

Telecopy No.: (610) 992-3259

E-mail: garciag@ugicorp.com

Webpage: www.amerigas.com

	 	 	 

	With copies to:
	 	Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, NY 10178

Attention: Patricia F. Brennan

Telephone No.: (212) 309-6814

Telecopy No.: (212) 309-6001

E-mail: patricia.brennan@morganlewis.com

	 	 	 

	If to Administrative

Agent, Swingline

Lender, or

Issuing Lender:
	 	





Wells Fargo Bank, National Association

1525 West W.T. Harris Blvd.

Charlotte, NC 28262

Mail Code: D1109-019

Attention: Syndication Agency Services

Telephone No.: (704) 590-2706

Telecopy No.: (704) 590-2790

E-mail: agencyservices.requests@wellsfargo.com

	 	 	 

	With a copy to:
	 	Wells Fargo Bank, National Association

301 South College Street, 11th Floor

MAC D1053-115

Charlotte, NC 28202

Attention: Frederick W. Price

Telephone No.: (704) 410-0861

Telecopy No.: (704) 410-0331

E-mail: rick.w.price@wellsfargo.com

	 	 	 

	And:
	 	Robinson, Bradshaw & Hinson, P.A.

101 N. Tryon Street, Ste. 1900

Charlotte, NC 28242

Attention: Jeff Henson

E-mail: JHenson@robinsonbradshaw.com

	If to any Lender:
	 	To the address set forth on the Register







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 facsimile 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 Issuing Lender hereunder may be delivered or furnished by electronic communication (including
e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent; provided that the foregoing shall not apply to notices to any Lender or the Issuing
Lender pursuant to Article II or III if such Lender or the Issuing Lender, as
applicable, has notified the Administrative Agent that is incapable of receiving notices under such
Article by electronic communication. The Administrative Agent or the Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided that approval of such
procedures may be limited to particular notices or communications.



Unless the Administrative 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 sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent 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.



(c) Administrative Agent’s Office. The Administrative Agent hereby designates its
office located at the address set forth above, or any subsequent office which shall have been
specified for such purpose by written notice to the Borrower and Lenders, as the Administrative
Agent’s Office referred to herein, to which payments due are to be made and at which Loans will be
disbursed and Letters of Credit requested.



(d) Change of Address, Etc. Any party hereto may change its address, telecopier
number or e-mail address for notices and other communications hereunder by notice to the other
parties hereto.



Section 13.2 Amendments, Waivers and Consents. Except as set forth below or as
specifically provided in any Loan Document, any term, covenant, agreement or condition of this
Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any
consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing
signed by the Required Lenders (or by the Administrative Agent with the consent of the Required
Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the
Borrower; provided, that no amendment, waiver or consent shall:



(a) increase or extend the Revolving Credit Commitment of any Lender (or reinstate any
Revolving Credit Commitment terminated pursuant to Section 11.2) or the amount of Loans of
any Lender, in any case, without the written consent of such Lender;



(b) postpone any date fixed by this Agreement or any other Loan Document for any payment of
principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under
any other Loan Document without the written consent of each Lender directly and adversely affected
thereby;



(c) reduce the principal of, or the rate of interest specified herein on, any Loan or
Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section)
any fees or other amounts payable hereunder or under any other Loan Document without the written
consent of each Lender directly and adversely affected thereby; provided that only the
consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrower to
pay interest at the rate set forth in Section 4.1(c) during the continuance of an Event of
Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even
if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C
Obligation or to reduce any fee payable hereunder;



(d) change Section 4.6 or 12.4 in a manner that would alter the pro
rata sharing of payments required thereby without the written consent of each Lender
directly and adversely affected thereby;



(e) except as otherwise permitted by this Section 13.2 change any provision of this
Section or reduce the percentages specified in the definition of “Required Lenders” or any other
provision hereof specifying the number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender;



(f) consent to the assignment or transfer by any Credit Party of such Credit Party’s rights
and obligations under any Loan Document to which it is a party (except as permitted pursuant to
Section 10.4), in each case, without the written consent of each Lender; or



(g) release (i) the General Partner, (ii) all of the Subsidiary Guarantors or (iii) Subsidiary
Guarantors comprising substantially all of the credit support for the Obligations, in any case,
from the Guaranty Agreement (other than as authorized in Section 12.9), without the written
consent of each Lender;



provided further, that (i) no amendment, waiver or consent shall, unless in writing
and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or
duties of the Issuing Lender under this Agreement or any Letter of Credit Application relating to
any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall,
unless in writing and signed by the Swingline Lender in addition to the Lenders required above,
affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment,
waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to
the Lenders required above, affect the rights or duties of the Administrative Agent under this
Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the parties thereto.



In connection with a proposed merger or consolidation of the Borrower in accordance with
Section 10.4(h) to a corporation or limited partnership, the parties agree to effect,
simultaneously with such transaction, all necessary and appropriate modifications to the terms and
conditions of this Agreement and the other Loan Documents to which it is a party (including without
limitation the ability of the Borrower to make payments under Section 10.6, taking into
account the effect of any change in the tax status of the Borrower on its financial condition and
the applicable financial covenants) to reflect the corporate existence of such successor
corporation and any other matters in form acceptable to the Required Lenders; provided,
that such modified terms and conditions convey to the parties substantially the same rights and
obligations provided under the Loan Documents to which it is a party immediately prior to such
transaction.



Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably
authorizes the Administrative Agent on its behalf, and without further consent, to enter into
amendments or modifications to this Agreement (including amendments to this Section 13.2)
or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative
Agent reasonably deems appropriate in order to effectuate the terms of Section 4.13
(including as applicable, (1) to permit the New Loans to share ratably in the benefits of this
Agreement and the other Loan Documents and (2) to include the New Loan Revolving Credit Commitments
or outstanding New Loans in any determination of (i) Required Lenders or (ii) similar required
lender terms applicable thereto); provided that no amendment or modification shall result
in any increase in the amount of any Lender’s Revolving Credit Commitment or any increase in any
Lender’s Revolving Credit Commitment Percentage, in each case, without the written consent of such
affected Lender. Notwithstanding the foregoing, the Administrative Agent and the Borrower shall be
permitted to amend any provision of the Loan Documents (and such amendment shall become effective
without any further action or consent of any other party to any Loan Document) if the
Administrative Agent and the Borrower shall have jointly identified an obvious error or any error,
ambiguity, defect or inconsistency or omission of a technical or immaterial nature in any such
provision. The Administrative Agent shall promptly provide notice to the Lenders of any amendment
effected pursuant to the immediately preceding sentence.



Section 13.3 Expenses; Indemnity.



(a) Costs and Expenses. The Borrower and any other Credit Party, jointly and
severally, shall pay (i) all reasonable and documented out of pocket expenses incurred by the
Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and
disbursements of counsel for the Administrative Agent, subject to attorney-client privilege) in
connection with the syndication of the Credit Facilities, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out of
pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal
or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of
pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender, including
the fees, charges and disbursements of not more than one (1) counsel for the Administrative Agent
and, to the extent there is an actual or perceived conflict of interest with the Administrative
Agent, not more than one (1) counsel for the Lenders or the Issuing Lender (but excluding all fees
and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the
Issuing Lender), in connection with the enforcement or protection of its rights (A) in connection
with this Agreement and the other Loan Documents, including its rights under this Section, or (B)
in connection with the Loans made or Letters of Credit issued hereunder, including all such out of
pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans
or Letters of Credit.



(b) Indemnification by the Borrower. The Borrower and the other Credit Parties shall
indemnify the Administrative Agent (and any sub-agent thereof), the Arranger, each Lender, the
Swingline Lender and the Issuing Lender, and each Related Party of any of the foregoing Persons
(each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, and shall pay or reimburse any such Indemnitee for, any and all losses, claims (including any
Environmental Claims or civil penalties or fines assessed by OFAC), damages, liabilities and
related expenses (including the fees, charges and disbursements of not more than one (1) legal
counsel for any Indemnitee but excluding all fees and time charges for attorneys who may be
employees of such Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any
Person (including the Borrower or any other Credit Party) other than such Indemnitee and its
Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery
of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or
Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the
Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii)
any actual or alleged presence or Release of Hazardous Materials on or from any property owned or
operated by any Credit Party or any Subsidiary thereof, or any Environmental Claim related in any
way to any Credit Party or any Subsidiary, or (iv) any claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by any Credit Party or any Subsidiary thereof, and regardless
of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or
related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence, bad faith or willful misconduct of such
Indemnitee or (y) result from a claim not involving an act or omission by the Borrower or any of
its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than any
action, suit or claim against Wells Fargo or Wells Fargo Securities, LLC in fulfilling its role as
the Administrative Agent, Arranger, bookrunner or any other similar role in respect of the Credit
Facilities unless such action, suit or claim resulted from the gross negligence, bad faith or
willful misconduct of Wells Fargo or Wells Fargo Securities, LLC, as applicable, in fulfilling such
roles, as determined by a court of competent jurisdiction by final and nonappealable judgment).



(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to
indefeasibly pay any amount required under paragraph (a) or (b) of this Section to
be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the
Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay
to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender or
such Related Party, as the case may be, such Lender’s Revolving Credit Commitment Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)
of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such
Lender); provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender in its
capacity as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent), Issuing Lender or the Swingline Lender in connection
with such capacity. The obligations of the Lenders under this paragraph (c) are subject to
the provisions of Section 4.7.



(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
Applicable Law, the Borrower and each other Credit Party shall not assert, and hereby waives, any
claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of
the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for
any damages arising from the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby.



(e) Payments. All amounts due under this Section shall be payable promptly after
demand therefor.



(f) Survival. Each party’s obligations under this Section shall survive the
termination of the Loan Documents and payment of the obligations hereunder.



Section 13.4 Right of Set Off. If an Event of Default shall have occurred and be
continuing, each Lender, the Issuing Lender, the Swingline Lender and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted
by Applicable Law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender, the Issuing Lender, the Swingline Lender or any such
Affiliate to or for the credit or the account of the Borrower or any other Credit Party against any
and all of the obligations of the Borrower or such Credit Party now or hereafter existing under
this Agreement or any other Loan Document to such Lender, the Issuing Lender, the Swingline Lender
or their respective Affiliates, irrespective of whether or not such Lender, the Issuing Lender, the
Swingline Lender or such Affiliate shall have made any demand under this Agreement or any other
Loan Document and although such obligations of the Borrower or such Credit Party may be contingent
or unmatured or are owed to a branch, office or Affiliate of such Lender, the Issuing Lender or the
Swingline Lender different from the branch, office or Affiliate holding such deposit or obligated
on such indebtedness; provided that in the event that any Defaulting Lender shall exercise
any such right of setoff, (x) all amounts so set off shall be paid over immediately to the
Administrative Agent for further application in accordance with the provisions of Section
4.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other
funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lender, the
Swingline Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the
Administrative Agent a statement describing in reasonable detail the Obligations owing to such
Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the
Issuing Lender, the Swingline Lender and their respective Affiliates under this Section are in
addition to other rights and remedies (including other rights of setoff) that such Lender, the
Issuing Lender, the Swingline Lender or their respective Affiliates may have. Each Lender, the
Issuing Lender and the Swingline Lender agrees to notify the Borrower and the Administrative Agent
promptly after any such setoff and application; provided that the failure to give such
notice shall not affect the validity of such setoff and application.



Section 13.5 Governing Law; Jurisdiction, Etc.



(a) Governing Law. This Agreement and the other Loan Documents and any claims,
controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon,
arising out of or relating to this Agreement or any other Loan Document (except, as to any other
Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby
shall be governed by, construed and enforced in accordance with, the law of the State of New York.



(b) Submission to Jurisdiction. The Borrower and each other Credit Party irrevocably
and unconditionally agrees that it will not commence any action, litigation or proceeding of any
kind or description, whether in law or equity, whether in contract or in tort or otherwise, against
the Administrative Agent, any Lender, the Issuing Lender, or any Related Party of the foregoing in
any way relating to this Agreement or any other Loan Document or the transactions relating hereto
or thereto, in any forum other than the courts of the State of New York sitting in New York County,
and of the United States District Court of the Southern District of New York, and any appellate
court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to
the jurisdiction of such courts and agrees that all claims in respect of any such action,
litigation or proceeding may be heard and determined in such New York state court or, to the
fullest extent permitted by applicable law, in such federal court. Each of the parties hereto
agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement or in any other Loan Document shall affect any right that the
Administrative Agent, any Lender or the Issuing Lender may otherwise have to bring any action or
proceeding relating to this Agreement or any other Loan Document against the Borrower or any other
Credit Party or its properties in the courts of any jurisdiction.



(c) Waiver of Venue. The Borrower and each other Credit Party irrevocably and
unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it
may now or hereafter have to the laying of venue of any action or proceeding arising out of or
relating to this Agreement or any other Loan Document in any court referred to in paragraph (b)
of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.



(d) Service of Process. Each party hereto irrevocably consents to service of process
in the manner provided for notices in Section 13.1. Nothing in this Agreement will affect
the right of any party hereto to serve process in any other manner permitted by Applicable Law.



Section 13.6 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



Section 13.7 Reversal of Payments. To the extent any Credit Party makes a payment or
payments to the Administrative Agent for the ratable benefit of the Lenders which payments or any
part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, receiver or any other party under any Debtor Relief Law
or equitable cause, then, to the extent of such payment repaid, the Obligations or part thereof
intended to be satisfied shall be revived and continued in full force and effect as if such payment
had not been received by the Administrative Agent.



Section 13.8 Injunctive Relief; Punitive Damages.



(a) The Borrower recognizes that, in the event the Borrower fails to perform, observe or
discharge any of its obligations or liabilities under this Agreement, any remedy of law may prove
to be inadequate relief to the Lenders. Therefore, the Borrower agrees that the Lenders, at the
Lenders’ option, shall be entitled to temporary and permanent injunctive relief in any such case
without the necessity of proving actual damages.



(b) The Administrative Agent, the Lenders and the Borrower (on behalf of itself and the other
Credit Parties) hereby agree that no such Person shall have a remedy of punitive or exemplary
damage against any other party to a Loan Document and each such Person hereby waives any right or
claim to punitive or exemplary damages that they may now have or may arise in the future in
connection with any Dispute, whether such Dispute is resolved through arbitration or judicially.



Section 13.9 Accounting Matters. 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 either the
Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the
Borrower 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, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the
Administrative Agent and the Lenders financial statements and other documents required under this
Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations
of such ratio or requirement made before and after giving effect to such change in GAAP.



Section 13.10 Successors and Assigns; Participations.



(a) Successors and Assigns Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or
otherwise transfer any of its rights or obligations hereunder without the prior written consent of
the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an assignee in accordance with the provisions of
paragraph (b) of this Section, (ii) by way of participation in accordance with the
provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a
security interest subject to the restrictions of paragraph (f) of this Section (and any
other attempted assignment or transfer by any party hereto shall be null and void). Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby, Participants to the
extent provided in paragraph (d) of this Section and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.



(b) Assignments by Lenders. Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Revolving Credit Commitment and the Loans at the time owing to it); provided
that any such assignment shall be subject to the following conditions:




(i) Minimum Amounts.




(A) in the case of an assignment of the entire remaining amount of the
assigning Lender’s Revolving Credit Commitment and the Loans at the time owing to it
or contemporaneous assignments to related Approved Funds (determined after giving
effect to such assignments) that equal at least the amount specified in clause
(b)(i)(B) of this Section in the aggregate or in the case of an assignment to a
Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be
assigned; and




(B) in any case not described in clause (b)(i)(A) of this Section, the
aggregate amount of the Revolving Credit Commitment (which for this purpose includes
Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is
not then in effect, the principal outstanding balance of the Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative Agent
or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade
Date) shall not be less than $5,000,000 unless each of the Administrative Agent and,
so long as no Event of Default has occurred and is continuing, the Borrower
otherwise consents (each such consent not to be unreasonably withheld or delayed);
provided that the Borrower shall be deemed to have given its consent five
(5) Business Days after the date written notice thereof has been delivered by the
assigning Lender (through the Administrative Agent) unless such consent is expressly
refused by the Borrower prior to such fifth (5th) Business Day;




(ii) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement with respect to the Loan or the Revolving Credit Commitment assigned;




(iii) Required Consents. No consent shall be required for any assignment
except to the extent required by clause (b)(i)(B) of this Section and, in addition:




(A) the consent of the Borrower (such consent not to be unreasonably withheld
or delayed) shall be required unless (x) an Event of Default has occurred and is
continuing at the time of such assignment or (y) such assignment is to (1) a Lender
or (2) an Affiliate of a Lender which is a commercial bank; provided, that
the Borrower shall be deemed to have consented to any such assignment unless it
shall object thereto by written notice to the Administrative Agent within ten (10)
Business Days after having received notice thereof; and provided,
further, that the Borrower’s consent shall not be required during the
primary syndication of the Credit Facilities;




(B) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required for assignments in respect of
the Revolving Credit Facility if such assignment is to a Person that is not a Lender
with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund
with respect to such Lender; and




(C) the consents of the Issuing Lender and the Swingline Lender (each such
consent not to be unreasonably withheld or delayed) shall be required for any
assignment in respect of the Revolving Credit Facility.




(iv) Assignment and Assumption. The parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500 for each assignment; provided, that (x)
only one such fee will be payable in connection with simultaneous assignments to two or more
Approved Funds by a Lender and (y) the Administrative Agent may, in its sole discretion,
elect to waive such processing and recordation fee in the case of any assignment. The
assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.




(v) No Assignment to Certain Persons. No such assignment shall be made to (A)
the General Partner or the Borrower or any of their respective Affiliates or Subsidiaries,
or (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a
Lender hereunder, would constitute any of the foregoing Persons described in this clause
(B).




(vi) No Assignment to Natural Persons. No such assignment shall be made to a
natural Person (or a holding company, investment vehicle or trust for, or owned and operated
for the primary benefit of, a natural Person).




(vii) Certain Additional Payments. In connection with any assignment of rights
and obligations of any Defaulting Lender hereunder, no such assignment shall be effective
unless and until, in addition to the other conditions thereto set forth herein, the parties
to the assignment shall make such additional payments to the Administrative Agent in an
aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright
payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Borrower and the
Administrative Agent, the applicable pro rata share of Loans previously
requested but not funded by the Defaulting Lender, to each of which the applicable assignee
and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment
liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing
Lender, the Swingline Lender and each other Lender hereunder (and interest accrued thereon),
and (y) acquire (and fund as appropriate) its full pro rata share of all
Loans and participations in Letters of Credit and Swingline Loans in accordance with its
Revolving Credit Commitment Percentage. Notwithstanding the foregoing, in the event that
any assignment of rights and obligations of any Defaulting Lender hereunder shall become
effective under Applicable Law without compliance with the provisions of this paragraph,
then the assignee of such interest shall be deemed to be a Defaulting Lender for all
purposes of this Agreement until such compliance occurs.



Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph
(c) of this Section, from and after the effective date specified in each Assignment and
Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 4.8, 4.9, 4.10, 4.11 and
13.3 with respect to facts and circumstances occurring prior to the effective date of such
assignment; provided, that except to the extent otherwise expressly agreed by the affected
parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of
any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not comply with this
paragraph 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 paragraph (d) of this
Section.



(c) Register. The Administrative Agent, acting solely for this purpose as a
non-fiduciary agent of the Borrower, shall maintain at one of its offices in Charlotte, North
Carolina, a copy of each Assignment and Assumption and each Joinder Agreement delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the Revolving Credit
Commitment of, and principal amounts of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall be conclusive
absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall 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. The Register shall be available for inspection by the Borrower
and any Lender (but only to the extent of entries in the Register that are applicable to such
Lender), at any reasonable time and from time to time upon reasonable prior notice.



(d) Participations. Any Lender may at any time, without the consent of, or notice to,
the Borrower or the Administrative Agent, sell participations to any Person (other than a natural
Person (or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of, a natural Person), or the General Partner or the Borrower or any of their
respective Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such
Lender’s rights and/or obligations under this Agreement (including all or a portion of its
Revolving Credit Commitment and/or the Loans owing to it); provided that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent, Issuing Lender, Swingline Lender and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such Lender’s rights, and
obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for
the indemnity under Section 13.3(c) with respect to any payments made by such Lender to its
Participant(s).



Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver or modification described in
Section 13.2 that directly affects such Participant. The Borrower agrees that each
Participant shall be entitled to the benefits of Sections 4.8, 4.9, 4.10
and 4.11 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section; provided that such
Participant agrees to be subject to the provisions of Section 4.12 as if it were an
assignee under paragraph (b) of this Section. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 13.4 as though it were a
Lender; provided that such Participant agrees to be subject to Section 4.6 as
though it were a Lender.



The applicable Lender, acting solely for this purpose as a non-fiduciary agent of the
Borrower, shall maintain a register for the recordation of the names and addresses of each
Participant to which such Lender has sold a participating interest and the amount of each such
Participant’s interest in such Lender’s rights and/or obligations under this Agreement (the
“Participant Register”). The entries in the Participant Register shall be conclusive
absent manifest error, and such Lender shall treat each Person whose name is recorded in the
Participant Register as the owner of the related rights and/or obligations, subject to the
provisions of this Section.



(e) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Sections 4.10 and 4.11 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Borrower’s prior written
consent. No Participant shall be entitled to the benefits of Section 4.11 unless the
Borrower is notified of the participation sold to such Participant and such Participant agrees, for
the benefit of the Borrower, to comply with Section 4.11(e) as though it were a Lender.



(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve Bank;
provided that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.



Section 13.11 Confidentiality. Each of the Administrative Agent, the Lenders and the
Issuing Lender agree to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential); (b) to the extent
required or requested by any regulatory authority purporting to have jurisdiction over such Person
or its Related Parties (including any self-regulatory authority, such as the National Association
of Insurance Commissioners); (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder; (f) subject to an agreement containing provisions substantially the same as those of
this Section, to (i) any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights and obligations under this Agreement, or (ii) any actual or
prospective party (or its Related Parties) to any swap, derivative or other transaction under which
payments are to be made by reference to the Borrower and its obligations, this Agreement or
payments hereunder; (g) on a confidential basis to (i) any rating agency in connection with rating
the Borrower or its Subsidiaries or the Credit Facilities or (ii) the CUSIP Service Bureau or any
similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the
Credit Facilities; (h) with the consent of the Borrower; or (i) to the extent such Information (x)
becomes publicly available other than as a result of a breach of this Section, or (y) becomes
available to the Administrative Agent, any Lender, the Issuing Lender or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, the
Administrative Agent and the Lenders may disclose the existence of this Agreement and information
about this Agreement to market data collectors, similar service providers to the lending industry
and service providers to the Administrative Agent and the Lenders in connection with the
administration of this Agreement, the other Loan Documents, and the Revolving Credit Commitments.
For purposes of this Section, “Information” means all information received from the Borrower or any
of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their respective
businesses, other than any such information that is available to the Administrative Agent, any
Lender or the Issuing Lender on a nonconfidential basis prior to disclosure by the Borrower or any
of its Subsidiaries; provided that, in the case of information received from the Borrower or any of
its Subsidiaries after the date hereof, such information is clearly identified at the time of
delivery as confidential. Any Person required to maintain the confidentiality of Information as
provided in this Section shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of such Information as
such Person would accord to its own confidential information.



Section 13.12 Performance of Duties. Each of the Credit Party’s obligations under
this Agreement and each of the other Loan Documents shall be performed by such Credit Party at its
sole cost and expense.



Section 13.13 All Powers Coupled with Interest. All powers of attorney and other
authorizations granted to the Lenders, the Administrative Agent and any Persons designated by the
Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other
Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of
the Obligations remain unpaid or unsatisfied, any of the Revolving Credit Commitments remain in
effect or the Credit Facility has not been terminated.



Section 13.14 Survival.



(a) All representations and warranties set forth in Article VI and all representations
and warranties contained in any certificate, or any of the Loan Documents (including, but not
limited to, any such representation or warranty made in or in connection with any amendment
thereto) shall constitute representations and warranties made under this Agreement. All
representations and warranties made under this Agreement shall be made or deemed to be made at and
as of the Restatement Date (except those that are expressly made as of a specific date), shall
survive the Restatement Date and shall not be waived by the execution and delivery of this
Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.



(b) Notwithstanding any termination of this Agreement, the indemnities to which the
Administrative Agent and the Lenders are entitled under the provisions of this Article XIII
and any other provision of this Agreement and the other Loan Documents shall continue in full force
and effect and shall protect the Administrative Agent and the Lenders against events arising after
such termination as well as before.



Section 13.15 Titles and Captions. Titles and captions of Articles, Sections and
subsections in, and the table of contents of, this Agreement are for convenience only, and neither
limit nor amplify the provisions of this Agreement.



Section 13.16 Severability of Provisions. Any provision of this Agreement or any
other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without
invalidating the remainder of such provision or the remaining provisions hereof or thereof or
affecting the validity or enforceability of such provision in any other jurisdiction.



Section 13.17 Counterparts; Integration; Effectiveness; Electronic Execution.



(a) Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
Delivery of an executed signature page of this Agreement by facsimile or other electronic method of
transmission shall be effective as delivery of a manually executed counterparty hereof. This
Agreement and the other Loan Documents, and any separate letter agreements with respect to fees
payable to the Administrative Agent, constitute the entire contract among the parties relating to
the subject matter hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof. In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement
shall control; provided that the inclusion of supplemental rights or remedies in favor of
the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict
with this Agreement. Each Loan Document was drafted with the joint participation of the respective
parties thereto and shall be construed neither against nor in favor of any party, but rather in
accordance with the fair meaning thereof. Except as provided in Section 5.1, this
Agreement shall become effective when it shall have been executed by the Administrative Agent and
when the Administrative Agent shall have received counterparts hereof that, when taken together,
bear the signatures of each of the other parties hereto.



(b) Electronic Execution of Assignments. The words “execution”, “signed”,
“signature”, and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.



Section 13.18 Term of Agreement. This Agreement shall remain in effect from the
Restatement Date through and including the date upon which all Obligations (other than (a)
contingent indemnification obligations not then due and (b) the Specified Hedge Obligations)
arising hereunder or under any other Loan Document shall have been indefeasibly and irrevocably
paid and satisfied in full and the Revolving Credit Commitment has been terminated. No termination
of this Agreement shall affect the rights and obligations of the parties hereto arising prior to
such termination or in respect of any provision of this Agreement which survives such termination.



Section 13.19 USA Patriot Act. The Administrative Agent and each Lender hereby
notifies the Borrower that pursuant to the requirements of the Act, it is required to obtain,
verify and record information that identifies the Borrower and Guarantors, which information
includes the name and address of each Borrower and Guarantor and other information that will allow
such Lender to identify such Borrower or Guarantor in accordance with the Act.



Section 13.20 Inconsistencies with Other Documents.



(a) In the event there is a conflict or inconsistency between this Agreement and any other
Loan Document, the terms of this Agreement shall control; provided that any provision of
the Guaranty Agreement which imposes additional burdens on the General Partner, the Borrower or any
of its Subsidiaries or further restricts the rights of the General Partner, the Borrower or any of
its Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed
to be in conflict or inconsistent with this Agreement and shall be given full force and effect.



(b) The Borrower expressly acknowledges and agrees that each covenant contained in Article
VII, VIII, IX or X shall be given independent effect. Accordingly, the
Borrower shall not engage in any transaction or other act otherwise permitted under any covenant
contained in Article VII, VIII, IX or X, if, before or after giving
effect to such transaction or act, the Borrower shall or would be in breach of any other covenant
contained in Article VII, VIII, IX or X; provided that
notwithstanding anything to the contrary contained herein, for the purposes of determining
compliance with Article VII, VIII, IX or X, when engaging in any
transaction or act that meets the criteria of more than one of the categories described thereunder,
then the Borrower shall be permitted to classify such transaction or act (or later classify or
reclassify in whole or in part in its sole discretion) such transaction or act in any manner that
complies with Article VII, VIII, IX or X, as applicable.



Section 13.21 Excluded Swap Obligations.



(a) Notwithstanding any provision of this Agreement or any other Loan Document, no guaranty by
any Subsidiary Guarantor under any Loan Document shall include a guaranty of any Obligation that,
as to such Subsidiary Guarantor, is an Excluded Swap Obligation, and no Collateral provided by any
Subsidiary Guarantor shall secure any Obligation that, as to such Subsidiary Guarantor, is an
Excluded Swap Obligation. In the event that any payment is made pursuant to any Guaranty by, or
any amount is realized from Collateral of, any Subsidiary Guarantor as to which any Obligations are
Excluded Swap Obligations, such payment or amount shall be applied to pay the Obligations of such
Subsidiary Guarantor as otherwise provided herein and in the other Loan Documents without giving
effect to such Excluded Swap Obligations, and each reference in this Agreement or any other Loan
Document to the ratable application of such amounts as among the Obligations or any specified
portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be
deemed so to provide.



(b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and
irrevocably undertakes to provide such funds or other support as may be needed from time to time to
enable each other Credit Party to honor all of its obligations under the Loan Documents in respect
of Swap Obligations (subject to any limitations on its Guaranties under the Loan Documents). The
obligations of each Qualified ECP Guarantor under this Section shall remain in full force and
effect until its Guaranties under the Loan Documents are released. Each Qualified ECP Guarantor
intends that this Section shall constitute a “keepwell, support, or other agreement” for the
benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity
Exchange Act.



Section 13.22 No Fiduciary or Advisory Relationship.



In connection with all aspects of each transaction contemplated hereby (including in
connection with any amendment, waiver or other modification hereof or of any other Loan Document),
the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that:
(a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and
any Arranger, the Administrative Agent, the Issuing Lender, the Swingline Lender or any Lender is
intended to be or has been created in respect of the transactions contemplated hereby or by the
other Loan Documents, irrespective of whether the Arranger, the Administrative Agent, the Issuing
Lender, the Swingline Lender or any Lender has advised or is advising the Borrower or any
Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement
provided by the Arranger, the Administrative Agent, the Issuing Lender, the Swingline Lender and
the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on
the one hand, and the Arranger, the Administrative Agent, the Issuing Lender, the Swingline Lender
and the Lenders, on the other hand, (iii) the Borrower has consulted its own legal, accounting,
regulatory and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is
capable of evaluating, and understands and accepts, the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents; and (b) (i) the Arranger, the
Administrative Agent, the Issuing Lender, the Swingline Lender and the Lenders each is and has been
acting solely as a principal and, except as expressly agreed in writing by the relevant parties,
has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or
any of its Affiliates, or any other Person; (ii) none of the Arranger, the Administrative Agent,
the Issuing Lender, the Swingline Lender and the Lenders has any obligation to the Borrower or any
of its Affiliates with respect to the transactions contemplated hereby except those obligations
expressly set forth herein and in the other Loan Documents; and (iii) the Arranger, the
Administrative Agent, the Issuing Lender, the Swingline Lender and the Lenders and their respective
Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of
transactions that involve interests that differ from those of the Borrower and its Affiliates, and
none of the Arranger, the Administrative Agent, the Issuing Lender, the Swingline Lender and the
Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To
the fullest extent permitted by Law, the Borrower hereby waives and releases any claims that it may
have against any of the Arranger, the Administrative Agent, the Issuing Lender, the Swingline
Lender and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in
connection with any aspect of any transaction contemplated hereby.



Section 13.23 Acknowledgement and Consent to Bail-In of EEA Financial
Institutions. 



(a) Notwithstanding anything to the contrary in any Loan Document or in any other agreement,
arrangement or understanding among any such parties, each party hereto acknowledges that any
liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to
the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of
an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:




(i) the application of any Write-Down and Conversion Powers by an EEA Resolution
Authority to any such liabilities arising hereunder which may be payable to it by any Lender
hereto that is an EEA Financial Institution; and




(ii) the effects of any Bail-in Action on any such liability, including, if applicable:




(A) a reduction in full or in part or cancellation of any such liability;




(B) a conversion of all, or a portion of, such liability into shares or other
instruments of ownership in such EEA Financial Institution, its parent undertaking,
or a bridge institution that may be issued to it or otherwise conferred on it, and
that such shares or other instruments of ownership will be accepted by it in lieu of
any rights with respect to any such liability under this Agreement or any other Loan
Document; or




(C) the variation of the terms of such liability in connection with the
exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.



Section 13.24 Lender ERISA Matters.



(a) Each Lender represents and warrants, as of the date such Person became a Lender party
hereto, to, and covenants, from the date such Person became a Lender party hereto to the date such
Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the
Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the
benefit of any Credit Party, that at least one of the following is and will be true:




(i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101,
as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the
Loans, the Letters of Credit or the Revolving Credit Commitments;




(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a
class exemption for certain transactions determined by independent qualified professional
asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving
insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain
transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for
certain transactions determined by in-house asset managers), is applicable with respect to
such Lender’s entrance into, participation in, administration of and performance of the
Loans, the Letters of Credit, the Revolving Credit Commitments and this Agreement;




(iii) such Lender is an investment fund managed by a “Qualified Professional Asset
Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset
Manager made the investment decision on behalf of such Lender to enter into, participate in,
administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement,
(C) the entrance into, participation in, administration of and performance of the Loans, the
Letters of Credit, the Revolving Credit Commitments and this Agreement satisfies the
requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best
knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are
satisfied with respect to such Lender’s entrance into, participation in, administration of
and performance of the Loans, the Letters of Credit, the Revolving Credit Commitments and
this Agreement; or




(iv) such other representation, warranty and covenant as may be agreed in writing
between the Administrative Agent, in its sole discretion, and such Lender.



(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with
respect to a Lender or such Lender has not provided another representation, warranty and covenant
as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x)
represents and warrants, as of the date such Person became a Lender party hereto, to, and (y)
covenants, from the date such Person became a Lender party hereto to the date such Person ceases
being a Lender party hereto, for the benefit of, the Administrative Agent and the Arranger and
their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any
Credit Party that:




(i) none of the Administrative Agent or the Arranger or any of their respective
Affiliates is a fiduciary with respect to the assets of such Lender (including in connection
with the reservation or exercise of any rights by the Administrative Agent under this
Agreement, any Loan Document or any documents related to hereto or thereto);




(ii) the Person making the investment decision on behalf of such Lender with respect to
the entrance into, participation in, administration of and performance of the Loans, the
Letters of Credit, the Revolving Credit Commitments and this Agreement is independent
(within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an
investment adviser, a broker-dealer or other person that holds, or has under management or
control, total assets of at least $50 million, in each case as described in 29 CFR §
2510.3-21(c)(1)(i)(A)-(E);




(iii) the Person making the investment decision on behalf of such Lender with respect
to the entrance into, participation in, administration of and performance of the Loans, the
Letters of Credit, the Revolving Credit Commitments and this Agreement is capable of
evaluating investment risks independently, both in general and with regard to particular
transactions and investment strategies (including in respect of the Obligations);




(iv) the Person making the investment decision on behalf of such Lender with respect to
the entrance into, participation in, administration of and performance of the Loans, the
Letters of Credit, the Revolving Credit Commitments and this Agreement is a fiduciary under
ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Revolving
Credit Commitments and this Agreement and is responsible for exercising independent judgment
in evaluating the transactions hereunder; and




(v) no fee or other compensation is being paid directly to the Administrative Agent or
the Arranger or any their respective affiliates for investment advice (as opposed to other
services) in connection with the Loans, the Letters of Credit, the Revolving Credit
Commitments or this Agreement.



(c) The Administrative Agent and the Arranger hereby inform the Lenders that each such Person
is not undertaking to provide impartial investment advice, or to give advice in a fiduciary
capacity, in connection with the transactions contemplated hereby, and that such Person has a
financial interest in the transactions contemplated hereby in that such Person or an Affiliate
thereof (i) may receive interest or other payments with respect to the Loans, the Letters of
Credit, the Revolving Credit Commitments and this Agreement, (ii) may recognize a gain if it
extended the Loans, the Letters of Credit or the Revolving Credit Commitments for an amount less
than the amount being paid for an interest in the Loans, the Letters of Credit or the Revolving
Credit Commitments by such Lender or (iii) may receive fees or other payments in connection with
the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees,
commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees,
agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees,
letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees,
processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination
fees or fees similar to the foregoing.



Section 13.25 Amendment and Restatement of Existing Credit Agreement.



The Borrower and the General Partner hereby confirm and agree that all obligations outstanding
under the Existing Credit Agreement immediately prior to the amendment and restatement thereof as
contemplated hereby (such obligations, the “Existing Credit Agreement Obligations”) shall,
unless and until paid, continue to remain outstanding under this Agreement and shall not constitute
new obligations incurred by the Borrower on or after the Restatement Date. The Borrower and the
General Partner hereby confirm that all Existing Credit Agreement Obligations are due and owing
without offset, defense, counterclaim or recoupment of any kind or nature.



[Signature pages to follow]




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




AMERIGAS PROPANE, L.P., as Borrower




By: AmeriGas Propane, Inc., its General Partner



	 	 	 	 	 
	By:	 	/s/ G. Gary Garcia

	 	 	 

	 	 	Name:

Title:

	 	G. Gary Garcia

Treasurer






1




	 	 	 	 	 
	AMERIGAS PROPANE, INC., as a Guarantor
	By:/s/ G. Gary Garcia
	Name:G. Gary Garcia
	Title: Treasurer
	ADMINISTRATIVE AGENT
	AND LENDERS:WELLS FARGO BANK, NATIONAL ASSOCIATION, as
	Administrative Agent,
	Swingline Lender, Issuing Lender and a Lender
	By: /s/ Patrick Engel
	Name: Patrick Engel





	 	 	 	 	 
	Title:	 	Managing Director	 	 	 	BANK OF AMERICA, N.A., as a Lender
	 	 	By: /s/ Kimberly Miller	 	 
	 	 	Name: Kimberly Miller	 	 
	 	 	 	 	 	 	 	 	Title: Credit Officer





	 
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender

By: /s/ William O’Daly

	 

	Name: William O’Daly

Title: Authorized Signatory

	By: /s/ Brady Bingham

	 

	Name: Brady Bingham








	 	 	Title: Authorized Signatory





	 
	JPMORGAN CHASE BANK, N.A., as a Lender

By: /s/ Helen D. Davis

	 

	Name: Helen D. Davis








	 	 	Title: Executive Director





	 
	BRANCH BANKING & TRUST COMPANY, as a Lender

By: /s/ Susan Waters

	 

	Name: Susan Waters








	 	 	Title: Senior Vice President





	 
	CITIBANK, N.A., as a Lender

By: /s/ Michael Zeller

	 

	Name: Michael Zeller








	 	 	Title: Vice President





	 
	CITIZENS BANK OF PENNSYLVANIA, as a Lender

By: /s/ David W. Dinella

	 

	Name: David W. Dinella








	 	 	Title: Senior Vice President





	 
	PNC BANK, NATIONAL ASSOCIATION, as a Lender

By: /s/ Domenic D’Ginto

	 

	Name: Domenic D’Ginto








	 	 	Title: Senior Vice President





	 
	TD BANK, N.A., as a Lender

By: /s/ Shannon Batchman

	 

	Name: Shannon Batchman








	 	 	Title: Senior Vice President





	 
	THE BANK OF NEW YORK MELLON, as a Lender

By: /s/ Richard K. Fronapfel, Jr.

	 

	Name: Richard K. Fronapfel, Jr.








	 	 	Title: Director





	 
	BNP PARIBAS, as a Lender

By: /s/ J. Onischuk

	 

	Name: J. Onischuk

Title: Managing Director

	By: /s/ Mark A. Renaud

	 

	Name: Mark A. Renaud








	 	 	Title: Managing Director





	 
	MANUFACTURERS AND TRADERS TRUST COMPANY, as a Lender

By: /s/ Nick Richards

	 

	Name: Nick Richards








	 	 	Title: Vice President





Schedule 1.1-1

Existing Letters of Credit 




	 	 	 	 	 	 	 	 	 	 	 
	Obligation

Number
	 	

Beneficiary

	 	

Auto-Renew?
	 	

Issue Date
	 	

Face Amount
	 	

Expiration Date
	 
	 	 

	 	 
	 	 
	 	 
	 	 
	SM204265W
	 	Lumbermen’s Mutual

Casualty Company

	 	Yes



	 	August 7, 2003



	 	$2,322,345



	 	August 7, 2018



	 
	 	 

	 	 
	 	 
	 	 
	 	 
	IS0015149W
	 	Executive Director

of the State Water

Control Board

	 	Yes





	 	September 21, 2012





	 	$20,000





	 	September 21, 2018





	 
	 	 

	 	 
	 	 
	 	 
	 	 
	SM204266W
	 	ACE American

Insurance Company

	 	Yes



	 	August 28, 2003



	 	$39,484,660



	 	July 20, 2018



	 
	 	 

	 	 
	 	 
	 	 
	 	 
	SM209193W
	 	ACE American

Insurance Company

	 	Yes



	 	July 30, 2004



	 	$20,176,115



	 	July 30, 2018



	 
	 	 

	 	 
	 	 
	 	 
	 	 
	519451W
	 	Pacific Employers

Insurance Company

	 	Yes



	 	June 4, 1998



	 	$455,789



	 	August 22, 2018



	 
	 	 

	 	 
	 	 
	 	 
	 	 
	IS0502448U
	 	Railroad Commission

of Texas

	 	No



	 	April 21, 2017



	 	$50,000



	 	March 31, 2018



	 
	 	 

	 	 
	 	 
	 	 
	 	 
	SM204271W
	 	National Union Fire

Insurance Com

	 	Yes



	 	August 7, 2003



	 	$1,452,342



	 	August 7, 2018



	 
	 	 

	 	 
	 	 
	 	 
	 	 
	IS0015830W
	 	Liberty Mutual

Insurance Company

	 	Yes



	 	October 15, 2012



	 	$3,250,000



	 	October 15, 2018



	 
	 	 

	 	 
	 	 
	 	 
	 	 






Schedule 1.1-2

Revolving Credit Commitments




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Initial
	 	Revolving Credit	 	Letter of Credit	 	Swing Line
	Lender
	 	Commitment	 	Commitment	 	Commitment
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo Bank,
	 	$	80,000,000	 	 	$	150,000,000	 	 	$	40,000,000	 
	National
Association
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Bank of America,
	 	$	65,000,000	 	 	 	—	 	 	 	—	 
	N.A.
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG,
	 	$	65,000,000	 	 	 	—	 	 	 	—	 
	Cayman Island
Branch
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	JPMorgan Chase
	 	$	65,000,000	 	 	 	—	 	 	 	—	 
	Bank, N.A.
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Branch Banking &
	 	$	47,000,000	 	 	 	—	 	 	 	—	 
	Trust Company
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Citibank, N.A.
	 	$	47,000,000	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Citizens Bank of
	 	$	47,000,000	 	 	 	—	 	 	 	—	 
	Pennsylvania
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	PNC Bank, National
	 	$	47,000,000	 	 	 	—	 	 	 	—	 
	Association
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TD Bank, N.A.
	 	$	47,000,000	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	The Bank of New
	 	$	30,000,000	 	 	 	—	 	 	 	—	 
	York Mellon
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	BNP Paribas
	 	$	30,000,000	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Manufacturers and
	 	$	30,000,000	 	 	 	—	 	 	 	—	 
	Traders Trust
Company
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total:
	 	$	600,000,000	 	 	$	150,000,000	 	 	$	40,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 







2