8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 5, 2008 (May 30, 2008)

GENESIS ENERGY, L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-12295	76-0513049
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 Dallas, Suite 2500, Houston, Texas	77002
(Address of principal executive offices)	(Zip Code)

(713) 860-2500

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)

£  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

£  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)

Item 1.01.  Entry into a Material Definitive Agreement

On May 30, 2008, Genesis Energy, L.P. completed two “drop-down” transactions with Denbury Onshore, LLC, (Denbury Onshore), a wholly-owned subsidiary of Denbury Resources Inc. (Denbury) and an affiliate of our general partner.  In connection with the completion of these transactions, we, through certain subsidiaries, entered into several agreements with Denbury Onshore, including the following:

· Pipeline Financing Lease Agreement for the NEJD Pipeline.

· Purchase and Sale Agreement for the Free State Pipeline.

· Transportation Services Agreement for the Free State Pipeline.

Additionally, we amended and restated our credit agreement as discussed below.

Pipeline Financing Lease Agreement for the NEJD Pipeline

We entered into a twenty-year financing lease transaction with Denbury Onshore valued at $175 million and acquired certain security interests in Denbury’s North East Jackson Dome (NEJD) Pipeline System.  Under the terms of the Pipeline Financing Lease Agreement, Denbury Onshore will make quarterly base rent payments beginning August 30, 2008.  These quarterly rent payments are fixed at $5,166,943 per quarter or approximately $20.7 million per year (prorated for 2008) during the lease term at an interest rate of 10.25%.,We will reassign and release to Denbury Onshore all of our interests in the NEJD Pipeline at the end of such term for a nominal payment.  Denbury has guaranteed the payment obligations of Denbury Onshore under the Pipeline Financing Lease Agreement.

The NEJD Pipeline System is a 183-mile, 20” pipeline extending from the Jackson Dome, near Jackson, Mississippi, to near Donaldson, Louisiana, and is currently being used by Denbury for its Phase I area of tertiary operations in southwest Mississippi.  Denbury has the rights to exclusive use of the NEJD Pipeline System, will be responsible for all operations and maintenance on the system, and will bear and assume all obligations and liabilities with respect to the pipeline.  The NEJD transaction was funded with borrowings under our credit facility.

Purchase and Sale Agreement and Transportation Services Agreement for the Free State Pipeline

We purchased Denbury’s Free State Pipeline for $75 million, consisting of $50 million in cash, which we borrowed under our credit facility and $25 million in the form of 1,199,041 Genesis Energy, L.P. common units.  The number of common units issued was based on the average closing price of Genesis common units from May 28, 2008 through June 3, 2008.

The Free State Pipeline is an 86-mile, 20” pipeline that extends from Denbury’s CO2 source fields at the Jackson Dome, near Jackson, Mississippi, to Denbury’s oil fields in east Mississippi.  We entered into a twenty-year transportation services agreement to deliver CO2 on the Free State pipeline for Denbury’s use in it tertiary recovery operations.    Under the terms of the transportation services agreement, we are responsible for owning, operating, maintaining and making improvements to the pipeline.  Denbury has rights to exclusive use of the pipeline and is required to use the pipeline to supply CO2 to its current and certain of its other tertiary operations in east Mississippi.  The transportation services agreement provides for a $100,000 per month minimum payment plus a tariff based on throughput. Denbury has two renewal options, each for five years on similar terms.  Denbury has guaranteed the payment obligations of Denbury Onshore under the Purchase and Sale Agreement and Transportation Services Agreement.   Any sale by us of the Free State Pipeline and related assets or of our ownership interest in our subsidiary that holds such assets would be subject to a right of first refusal purchase option in favor of Denbury.

First Amended and Restated Credit Agreement

We also amended and restated our existing $500 million Senior Secured Revolving Credit Agreement dated November 15, 2006 between Genesis Crude Oil, L.P. and a syndicate of lenders.  The agreement included the necessary amendments to allow us to borrow the amounts necessary to fund the transactions with Denbury.  The remaining significant terms of the credit agreement did not change.  For more information about our credit agreement, see our 2007 annual report on Form 10-K.

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The Pipeline Financing Lease Agreement, Purchase and Sale Agreement, Transportation Services Agreement and Amended and Restated Credit Agreement, each dated May 30, 2008, are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated herein by reference.  This report contains only a summary of certain provisions of such agreements and related documents.  This summary does not purport to be a complete summary of such agreements and related documents and is qualified by reference to those agreements.  Additionally, such agreements contain representations and warranties and other provisions that are qualified in many respects, including by reference to disclosure schedules that have not been filed.  Those representations and warranties were made to provide the parties thereto with specified rights and remedies and to allocate risks among those parties.  Accordingly, those representations and warranties should not be relied upon as business or operational information about any of the parties or their affiliates.

Item 2.01.  Completion of Acquisition or Disposition of Assets

As disclosed in Item 1.01 above, we completed the acquisition of the Free State Pipeline on May 30, 2008.

Item 3.02.  Unregistered Sales of Equity Securities

On June 4, 2008, we issued 1,199,041 of our common units to Denbury Onshore.   The units were issued at a value of $20.85 per unit, for a total value of $25 million as a portion of the consideration for the acquisition of the Free State Pipeline in Mississippi.  See description in Item 1.01 above.   As a result of this purchase, Denbury Onshore will hold 3.0% of our outstanding common units and our general partner will hold 7.2% of our outstanding common units.  This issuance of common units by us was completed on June 4, 2008 and was exempt from registration under the Securities Act of 1933 by reason of Section 4(2) thereof and Rule 506 of Regulation D promulgated thereunder.

Item 9.01.  Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Exhibits

The following materials are filed as exhibits to this Current Report on Form 8-K.

Exhibits.

10.1 Pipeline Financing Lease Agreement by and between Genesis NEJD Pipeline, LLC, as Lessor and Denbury Onshore, LLC, as Lessee for the North East Jackson Dome Pipeline dated May 30, 2008.

10.2 Purchase and Sale Agreement between Denbury Onshore, LLC and Genesis Free State Pipeline, LLC dated May 30, 2008.

10.3 Transportation Services Agreement between Genesis Free State Pipeline, LLC and Denbury Onshore, LLC dated May 30, 2008

10.4 First Amended and Restated Credit Agreement dated as of May 30, 2008 among Genesis Crude Oil, L.P., Genesis Energy, L.P., the Lenders Party Hereto, Fortis Capital Corp., and Deutsche Bank Securities Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		GENESIS ENERGY, L.P.
		(A Delaware Limited Partnership)
	By:	GENESIS ENERGY, INC., as
		General Partner
Date:  June 5, 2008	By:	/s/  Ross A. Benavides
		Ross A. Benavides
		Chief Financial Officer

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EX-10.1

Exhibit 10.1

PIPELINE FINANCING LEASE AGREEMENT

by and between

GENESIS NEJD PIPELINE, LLC

as LESSOR

and

DENBURY ONSHORE, LLC,

as LESSEE

for the North East Jackson Dome Pipeline System

Dated: May 30, 2008

All right, title and interest of Lessor under this Financing Lease, which includes Lessor’s interest in the property subject to this Financing Lease, have been collaterally assigned to and are subject to a security interest in favor of Genesis SPE 1 (as defined below) pursuant to a Collateral Agreement (the “Collateral Agreement”).  This Financing Lease has been executed in several counterparts.  To the extent, if any, that this Financing Lease constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction), no lien on this Financing Lease may be created through the transfer or possession of any counterpart other than the original counterpart containing the receipt therefor executed by Genesis SPE 1, on or following the signature page hereof.

This counterpart is an original counterpart.

TABLE OF CONTENTS

1.	Definitions	1
2.	Demise and Quiet Enjoyment.	12
3.	Lease Term and Repayment Obligations.	14
4.	Consideration.	16
5.	Use and Operation of Pipeline System.	20
6.	Shipments	21
7.	Alterations and Improvements	22
8.	Maintenance and Repair	22
9.	Representations and Warranties of Lessor	22
10.	Representations and Warranties of Lessee	23
11.	Special Covenants of Lessee	25
12.	Indemnification	27
13.	Risk of Loss	27
14.	Sale or Assignment	27
15.	Events of Default and Remedies.	28
16.	Estoppels	35
17.	Notices	36
18.	Limitation of Liability	37
19.	Casualty and Condemnation	37
20.	Environmental Matters	39
21.	Notice of Environmental Matters	40
22.	Miscellaneous.	40

Exhibits:

Exhibit A-1 Pipeline System

Exhibit A-2 Rights-of-Way

Exhibit B Amortization Schedule

Exhibit C Dispute Resolution Procedures

Exhibit D-1 Mississippi Conveyance

Exhibit D-2 Louisiana Conveyance

Exhibit E Exchange Note

Exhibit F-1 Exchange Deed of Trust (MS)

Exhibit F-2 Exchange Mortgage (LA)

Exhibit G Exchange Guaranty

Exhibit H-1 UCC Financing Statement (DE)

Exhibit H-2 UCC Financing Statement – Fixtures (LA)

Exhibit I-1 Memorandum of Lease, Deed of Trust, Security Agreement and UCC Fixture Filing (MS)

Exhibit I-2 Notice of Lease, Mortgage and Security Agreement (LA)

Schedules:

Schedule 1(i) Knowledge (Lessor)

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Schedule 1(ii) Knowledge (Lessee)

Schedule 10.C Outstanding Consents and Violations

Schedule 10.D Litigation

Schedule 10.E Exceptions to Compliance with Applicable Laws

Schedule 10.F Exceptions to Condition of Pipeline System Representation

Schedule 10.H Environmental Matters

Schedule 10.H Outstanding Environmental Permits

Schedule 10.I Unsatisfied Liabilities

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PIPELINE FINANCING LEASE AGREEMENT

THIS PIPELINE FINANCING LEASE AGREEMENT (this “Financing Lease”) dated this 30th day of May, 2008 (the “Effective Date”), is entered into by and between GENESIS NEJD PIPELINE, LLC a Delaware limited liability company (“Lessor”) and DENBURY ONSHORE, LLC, a Delaware limited liability company (“Lessee”).

R E C I T A L S:

WHEREAS, Lessor and Lessee desire to enter into this Financing Lease for the North East Jackson Dome Pipeline System located in the State of Mississippi and the State of Louisiana, pursuant to which Lessee leases the North East Jackson Dome Pipeline System and 100% of its capacity on an exclusive basis from Lessor.

W I T N E S S E T H:

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which being hereby acknowledged, Lessor and Lessee agree as follows:

1.             Definitions.  As used in this Financing Lease, the following terms have the meanings specified below:

“Administrative Agent” means Fortis Capital Corp. and any replacement or successor agent pursuant to the Applicable Credit Agreement.

“Affiliate”, (for purposes of this Financing Lease only and without thereby altering the determination of the existence of an affiliate relationship of Lessor and Lessee for other circumstances, when used with reference to (i) Lessor, for only so long as the MLP Entities would be considered Affiliates of Lessor pursuant to the definition in clause (iii) below, “Affiliate” shall include MLP, its subsidiaries and its general partner, Genesis Energy, Inc. (collectively, the “MLP Entities”) and (ii) Lessee, “Affiliate” shall include DRI and its subsidiaries (it being understood that notwithstanding clauses (i) and (ii), the MLP Entities shall not be considered Affiliates of DRI and its other subsidiaries, or vice versa), (iii) any other Person, means and includes any Person which directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any Person, whether through ownership of voting securities, by contract or otherwise.

“Airgas” means (a) Airgas Carbonic Enterprises, Inc., and (b) its Affiliates and its and their successors and assigns that have or claim rights under any Airgas Document.

“Airgas Documents” means, collectively, and as may be amended, modified, or otherwise supplemented from time to time, (a) the Purchase and Sale Agreement dated January 18, 2001 among NEJD Pipeline Company Inc., Airgas and DRI, (b) Pledge of Production Proceeds and Trust Agreement made February 2, 2001 among DRI, Airgas, NEJD Pipeline Company, Inc. and others (the “Airgas Pledge”), (c) the Right of First Refusal and Option to Purchase Agreement dated February 2, 2001 by and between Airgas and DRI (the “Airgas ROFR”), (d) the Amended and Restated Carbon Dioxide Sale and Purchase Contract dated January 1, 2001 by and between DRI and Airgas Carbonic Inc. as amended by (i) the Amendments to Amended and Restated Carbon Dioxide Sale and Purchase Contract effective respectively July 1, 2001 and September 19, 2001 by and between DRI and Airgas Carbonic Inc. and (ii) the Addendum to Carbon Dioxide Sale and Purchase Contract dated August 1, 2006 by and between Genesis Crude Oil, L.P. and Airgas Carbonic Inc.

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“Airgas Pledge” has the meaning provided in the definition of Airgas Documents.

“Airgas Rights Determination” means the issuance or entry of a judgment, order, finding, award or other determination by a court of law, arbitrator or arbitration panel, whether or not final or appealable, (a) that as a result of any of the Pledge and Related Actions Airgas may enforce a right of first refusal, a right to prior consent, or other compliance requirement or claim under any of the Airgas Documents, or (b) that any of the Pledge and Related Actions be enjoined or declared void because the provisions of any of the Airgas Documents were not complied with in connection with any such Pledge and Related Action.

“Airgas ROFR” has the meaning provided in the definition of Airgas Documents.

“Applicable Credit Agreement” has the meaning set forth in the C&A.

“Applicable Laws” means and includes any and all laws, ordinances, orders, rules, regulations and other legal requirements of all governmental bodies (state, federal, tribal and municipal) having jurisdiction over the ownership, financing, use, occupancy, operation and maintenance of the Pipeline System, as such may be amended or modified from time to time.

“Bankruptcy Event” means, with respect to any Person, the entry of a decree or order by a court of competent jurisdiction adjudging such Person as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of such Person under the Federal Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of such Person or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days; or the consent by such Person to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or similar relief under the Federal Bankruptcy Code or any other applicable law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of  or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due and its willingness to be adjudicated a bankrupt.

“Base Rent” has the meaning set forth in Section 4.A hereof.

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

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York and Houston, Texas are authorized or required by law to close.

“C&A” means the Consent and Agreement, dated as of the date hereof, among Lessee, DRI, MLP, Genesis SPE 1, Lessor and the Administrative Agent.

“Carbon Dioxide” means a substance primarily composed of molecules containing one atom of carbon and two atoms of oxygen and containing at least 95 percent (dry basis) by volume of such molecules.

“Cash Prepayment Only Default” has the meaning set forth in Section 15.B(1).

“Cash Prepayment Option” has the meaning set forth in Section 15.C.

“Casualty” means any damage or destruction of all or any portion of the Pipeline System as a result of a fire, flood, earthquake or other casualty or catastrophe.

“Charges” has the meaning set forth in Section 22.O hereof.

“Claims” means any and all obligations, liabilities, losses, actions, suits, judgments, penalties, fines, claims, demands, settlements, costs and expenses (including, without limitation, reasonable legal fees and expenses) of any nature whatsoever.

“Closing Agreement” means that certain Closing Agreement with respect to the Pipeline System, by and between Lessor and Lessee, dated as of the Effective Date.

“Collateral Agreement” has the meaning set forth on the cover page hereto, as amended, restated, supplemented or otherwise modified, refinanced or replaced, in each case from time to time.

“Collateral Lien” means any Lien created by the Collateral Agreement or any exercise of rights under the Collateral Agreement upon a Lease Event of Default.

“Condemnation” means, with respect to the Pipeline System, any condemnation, requisition, confiscation, seizure or other taking or sale of the use, access, occupancy, easement rights or title to the Pipeline System or any part thereof, wholly or partially (temporarily or permanently), by or on account of any actual or threatened eminent domain proceeding or other taking of action by any Person having the power of eminent domain, including an action by a Governmental Body to change the grade of, or widen the streets adjacent to, the Pipeline System or alter the pedestrian or vehicular traffic flow to the Pipeline System so as to result in a change in access to the Pipeline System, or by or on account of an eviction by paramount title or any transfer made in lieu of any such proceeding or action (as a result of which, in all cases, there is a material adverse effect on the operation of the Pipeline System).  A “Condemnation” shall be deemed to have occurred on the earliest of the dates that use, occupancy or title vests in the condemning authority.

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“Contingent Payments” means amounts payable to Lessor pursuant to Section 12 and/or pursuant to Section 5(g) of the C&A.

“Conveyance” means those certain conveyance documents in the forms attached hereto as Exhibit D-1 and D-2.

“Default Interest” and “Default Interest Rate” have the meanings set forth in Section 15.E.

“DRI Credit Agreement” means the Sixth Amended and Restated Credit Agreement, dated as of September 14, 2006, by and among Lessee, DRI, JPMorgan Chase Bank, N.A., as Administrative Agent and the lenders party thereto, as amended, restated, supplemented or otherwise modified, refinanced or replaced, in each case from time to time.

“DRI” means Denbury Resources Inc.

“Effective Date” has the meaning set forth in the introductory paragraph hereto.

“Environmental Costs and Liabilities” means, all liabilities, obligations, responsibilities, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any of the foregoing or in response to any violation of or liability under any Environmental Law, to the extent based upon, related to, or arising under or pursuant to any Environmental Law, Environmental Permit, order or agreement with any Governmental Body or other Person, which relates to any environmental condition, violation of Environmental Law or a Release or threatened Release of Hazardous Materials, whether known or unknown, accrued or contingent, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute.

“Environmental Law” means any foreign, federal, state or local statute, regulation, ordinance or other legal requirement as now or hereafter in effect in any way relating to the protection of or regulation of the environment or natural resources, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 5101 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), and the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), as those laws have been amended, any analogous laws and the regulations promulgated pursuant thereto.

“Environmental Permit” means any permit or approval required by Environmental Laws for the operation of the Pipeline System.

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“Event of Loss” means any of the following:

(a)           a Condemnation that involves a taking of Lessor’s entire interest in the Pipeline System, or that, in the reasonable judgment of Lessor, is likely to have a material adverse effect on the use of the residual value of the Pipeline System (unless the Lessee replaces the portion of the Pipeline System that has been taken so as to restore the Pipeline System to a condition in which the Pipeline System is able to operate at substantially the same capacity as before such Condemnation and, in the reasonable judgment of Lessor, such restoration could reasonably be expected to be completed prior to the end of the Lease Term),

(b)           a Casualty that, in the reasonable judgment of Lessor, is likely to have a material adverse effect on the use or residual value of the Pipeline System (unless the insurance proceeds received in connection with such event are sufficient to repair and restore the Pipeline System to a condition in which the Pipeline System is able to operate at substantially the same capacity as before such Casualty and, in the reasonable judgment of Lessor, such repair and restoration could reasonably be expected to be completed prior to end of the Lease Term), or

(c)           the revocation of any permits or regulatory approvals from Governmental Bodies or third parties, which permits or approvals, as the case may be, are necessary for the ownership and operation of the Pipeline System.

“Excess Casualty/Condemnation Proceeds” means at any time the excess, if any, of (x) the aggregate of all awards, compensation or insurance proceeds payable in connection with a Casualty or Condemnation minus (y) the Financing Lease Prepayment Amount then outstanding.

“Exchange Documents” has the meaning set forth in Section 15.C hereof.

“Exchange Guaranty” has the meaning set forth in Section 15.C hereof.

“Exchange Mortgages” has the meaning set forth in Section 15.C hereof.

“Exchange Note” has the meaning set forth in Section 15.C hereof.

“Exchange Note Option” has the meaning set forth in Section 15.C.

“Exchange or Prepayment Option” means either the Cash Prepayment Option or the Exchange Note Option.

“Exclusive Right” has the meaning set forth in Section 5.B hereof.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York.

“Financial Assurances” means a letter of credit provided by DRI issued by a financial institution satisfactory to Lessor in its reasonable discretion, made for the benefit of Lessor or its designee or the Administrative Agent, payable upon certification by Lessor or its designee that a Cash Prepayment Only Default has occurred and is continuing, and otherwise in form and substance satisfactory to Lessor in its reasonable discretion in an amount equal to the amount of Base Rent to be paid under this Financing Lease (i) during four complete calendar quarters or (ii) during eight complete calendar quarters if Financial Assurances are provided pursuant to Section 11.B below, and the corporate credit rating of DRI drops below B+ issued by Standard & Poor’s Rating Group, or below a credit rating of B2 issued by Moody’s Investor Service, Inc. Following the date Financial Assurances are required to be delivered hereunder until such time as the event that triggered the requirement of DRI providing such Financial Assurances is no longer in effect, a renewal or substitute letter of credit, upon the same terms and subject to the same conditions as previously described in this sentence, shall be provided by DRI no later than sixty (60) days prior to the scheduled expiration date of any then existing Financial Assurance; provided, that if such renewal or substitute letter of credit is not so provided within thirty (30) days prior to the scheduled expiration date of any then existing letter of credit, the beneficiary thereof shall be entitled to draw on the existing letter of credit.

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“Financing Lease” has the meaning set forth in the introductory paragraph hereto.

“Financing Lease Documents” means this Financing Lease, the Closing Agreement, the Conveyance, the Financing Lease Guaranty, the Memorandum of Financing Lease, and all other deeds, financing statements, documents or instruments called for in the preceding named documents; it being understood that the C&A is expressly not a Financing Lease Document.

“Financing Lease Guaranty” has the meaning set forth in Section 4.D hereof.

“Financing Lease Prepayment Amount” means, at any date of determination, the sum of (a) the unpaid principal balance following the application of all quarterly installments of Base Rent theretofore made by Lessee pursuant to this Financing Lease, as shown in the column entitled “Balance” on Exhibit B, (b) any interest earned but unpaid on such principal balance, including Default Interest pursuant to Section 15.E, and (c) any other amounts owed by Lessee or DRI to Lessor under the Financing Lease Documents and/or payable under Section 5(g) of the C&A to the Lessor or the other parties thereto (including Contingent Payments), in each case as of such date of determination.

“Financing Lease Transaction” shall have the meaning set forth in Section 4.E hereof.

“GAAP” means generally accepted accounting principles in the United States of America applicable at the time of the event or occurrence of the condition to which GAAP applies.

“Genesis Event of Default” has the meaning set forth in Section 3.C(4).

“Genesis SPE 1” means Genesis NEJD Holdings, LLC, a Delaware limited liability company.

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“Governmental Body” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal, state, tribal or local, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

“Hazardous Material” means any substance, material or waste which is regulated, classified, or subject to liability under or pursuant to any Environmental Law, including, without limitation, petroleum and its by-products, asbestos, polychlorinated biphenyls, radon, mold or other fungi, and urea formaldehyde insulation.

“Income Termination Date” shall mean, if either occurs, the earlier of (i) the date on which Lessor accepts in writing a conveyance in lieu of foreclosure of the liens created in this Financing Lease and the Memorandum of Financing Lease covering Lessee's interest in the Pipeline System or (ii) the date on which a foreclosure sale of such liens has been completed.

“Intercompany Event of Default” has the meaning set forth in Section 3.C(4) hereof.

“Interest Lien” means any Lien held by Lessor as a component of Lessor’s interest in the Pipeline System.

“IRS” has the meaning set forth in Section 4.E hereof.

“Knowledge” means as follows: (i) with respect to Lessor, the individuals listed on Schedule 1(i), or their respective successors in the same or similar officer positions, shall be deemed to have knowledge of a particular fact or other matter if such individual is consciously aware of such fact or other matter at the time of determination after due inquiry; and (ii) with respect to Lessee, the individuals listed on Schedule 1(ii), or their respective successors in the same or similar officer positions, shall be deemed to have knowledge of a particular fact or other matter if such individual is consciously aware of such fact or other matter at the time of determination after due inquiry.

“Lease Event of Default” has the meaning set forth in Section 15.A hereof.

“Lease Term” shall have the meaning set forth in Section 3.A hereof.

“Lessee” means Denbury Onshore, LLC, a Delaware limited liability company, together with its successors and assigns permitted pursuant to Section 14 hereof.

“Lessee Retained Liabilities” has the meaning set forth in Section 2.A hereof.

“Lessor” means Genesis NEJD Pipeline, LLC, a Delaware limited liability company, together with its successors and assigns permitted pursuant to Section 14 hereof.

“Lessor Debt” has the meaning set forth in Section 3.C(4) hereof.

“Lessor Financing Statements” means UCC financing statements appropriately completed and executed for filing in the applicable jurisdiction in order to perfect Lessor’s security interest in the Pipeline System which secures Lessee’s performance under the Financing Lease.

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“Lessor Lien” means any Lien on the Pipeline System or the Financing Lease Documents arising on or after the Effective Date that is either proven to have been created by Lessor or proven to have arisen based on any action of or failure to act by Lessor, the MLP, its subsidiaries, or its general partner, Genesis Energy, Inc., including with respect to Lessor Taxes; provided that, notwithstanding the foregoing, Lessor Liens shall not include (i) any Interest Lien or other Lien that arises solely from Lessor’s interest in the Pipeline System but is otherwise unrelated to any action of or failure to act by Lessor, the MLP, its subsidiaries or such general partner, (ii) Permitted Encumbrances, (iii) any Lien consented to or created or caused by Lessee or its Affiliates, (iv) any Lien arising out of Lessee’s performance of, or failure to perform, its responsibilities and obligations under the Financing Lease Documents, or otherwise out of a matter for which Lessee is required to provide indemnification pursuant to this Financing Lease, (v) any Lien related to beneficial ownership, operation or maintenance of the Pipeline System, (vi) any Lien created pursuant to the Collateral Agreement or the Financing Lease Documents, (vii) any Lien created pursuant to an assignment permitted by Section 14, (viii) any Lien arising out of or related to Lessee Retained Liabilities, (ix) any Collateral Lien, or (x) any Lien not created by Lessor existing immediately prior to the execution and delivery of this Financing Lease.

“Lessor Release Mechanics” means, subject to Sections 2(b) and (d) of the C&A, (a) Lessor shall execute and deliver to Lessee (or to Lessee’s designee) at Lessee’s cost and expense (including without limitation any Pipeline System Taxes, but except as herein otherwise expressly provided with respect to Lessor Liens, Collateral Liens or Interest Liens), a reassignment and release of Lessor’s entire interest in the Pipeline System, as it then exists, free and clear of any Lessor Liens, Collateral Liens and Interest Liens, but subject to Permitted Encumbrances and without any representation or warranty, express or implied, regarding title to, the condition of or other matters with respect to, the Pipeline System, it being intended that all of the negations of representations and warranties set forth in Section 2.E shall also expressly apply in the context of the Lessor Release Mechanics; (b) Lessor’s interest in the Pipeline System shall be reassigned and released to Lessee (or to Lessee’s designee) “AS IS, WHERE IS” and in its then present physical condition; (c) Lessor shall execute and deliver to Lessee such releases as may be reasonably requested to release Lessor Liens and shall execute and deliver to Lessee a statement of termination, as appropriate, of this Financing Lease and the Memorandum of Financing Lease, and (d) all future obligations of Lessor and Lessee under this Financing Lease and of DRI under the Guaranty shall terminate and be released upon consummation of such reassignment and release of Lessor’s interest in the Pipeline System to Lessee, provided that the parties hereto shall retain any and all rights to pursue remedies provided herein against the other party pursuant to provisions that expressly survive termination of this Financing Lease or for damages resulting from breaches by such other party of obligations under this Financing Lease or the other Financing Lease Documents and/or the C&A occurring prior to such termination.  If the Lessor is complying with the Lessor Release Mechanics in conjunction with the consummation of the Exchange Note Option, then, notwithstanding anything to the contrary herein, it is understood and agreed that the Liens granted pursuant to the Exchange Mortgages are granted in renewal, extension and rearrangement of the Interest Lien reassigned and released pursuant to clauses (b) and (c) above.  Notwithstanding anything to the contrary contained in this Financing Lease, any other Financing Lease Document or the C&A, in the case of a prepayment as a result of the occurrence of an Airgas Rights Determination, the Lessor Release Mechanics shall exclude, and Lessor shall not be obligated to perform or comply with, any of the foregoing elements of the definition of Lessor Release Mechanics that would be prohibited by or materially inconsistent with the Airgas Rights Determination, and Lessor’s failure to perform or comply with such elements that would be prohibited by or materially inconsistent with the Airgas Rights Determination shall not excuse Lessee from, or permit Lessee to delay, paying the Financing Lease Prepayment Amount.

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“Lessor Taxes” shall have the meaning set forth in the definition of “Pipeline System Taxes” below.

“Lessor’s Inspection Right” has the meaning set forth in Section 5.A hereof.

“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, security interest, encumbrance or preference, priority or other security agreement or any interest in Property to secure payment of a debt or performance of an obligation (including, without limitation, the interest of a vendor or lessor under any conditional sale, capitalized lease or other title retention agreement).

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

“Material Indebtedness” means any indebtedness for borrowed money (or guaranty thereof) (other than the obligations under the Financing Lease Documents or the C&A) of either DRI, any of Lessee’s other Affiliates or Lessee (a) in an aggregate principal amount exceeding $50,000,000 or (b) arising under the DRI Credit Agreement.

“Maximum Rate” has the meaning set forth in Section 22.O hereof.

“Memorandum of Financing Lease” means, collectively those documents filed pursuant to Section 22.M hereof.

“MLP” means Genesis Energy, L.P., a Delaware limited partnership

“Outstanding Consents” shall have the meaning set forth in the Closing Agreement.

“Permitted Encumbrances” means:  (a) any Liens for Pipeline System Taxes that are not yet due and payable; (b) materialmen’s, mechanic’s, repairmen’s, employees’, contractors’ and other similar Liens or charges arising in the ordinary course of business, so long as, at any time, no enforcement action with respect to any such Lien has progressed to the point where a judgment or decree for foreclosure, or a foreclosure sale, could be entered or conducted within the next ensuing thirty (30) day period; (c) all rights reserved to or vested in any Governmental Body to control or regulate any of the real property interests constituting a part of the Pipeline System; (d) easements, rights of way, restrictions and other similar encumbrances incurred in the ordinary course of business and which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the Pipeline System as it is currently being used or materially interfere with the ordinary conduct of the Pipeline System; (e) other Liens not created by, through or under the Lessee and which do not secure indebtedness for borrowed money, which Liens are incurred in the ordinary course of business and which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Pipeline System as it is currently being used or do not, and could not reasonably be expected to, materially interfere with the ordinary conduct or transfer of the Pipeline System; provided that any such Lien shall be a Permitted Encumbrance for only so long as, at any time, no enforcement action with respect thereto has progressed to the point where a judgment or decree for foreclosure, or a foreclosure sale, could be entered or conducted within the next ensuing thirty (30) day period; (f) the rights of grantors and lessors to consent to a transfer of any Rights-of-Way; and (g) the rights of Airgas with respect to the Pipeline System under the Airgas Documents.

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“Person” means any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental authority or other entity.

“Pipeline System” means the North East Jackson Dome Pipeline System in Mississippi and Louisiana as shown on Exhibit A-1 hereto, which is a pipeline that begins at the upstream flange of the twenty-inch (20”) motor-operated mainline valve C-010 located downstream of Lessee’s North East Jackson Dome meter station and has interim termination points at the inlet flanges of the valves or connections upstream of all Lessee meter facilities at the various delivery points along the pipeline, and a final termination point of the pipeline at mile marker M-183 in Ascension Parish, Louisiana, along with all in-line equipment, pipes, flanges, valves, fittings, meters,  and  related improvements, fixtures and equipment that are physically attached to and are a part of the pipe comprising the pipeline  (collectively the “Pipeline Equipment”), including those shown on Exhibit A 1 hereto, and all rights, interests and estates created in the Rights-of-Way, and all additions thereto and substitutions therefor.  However, the Pipeline System does not and will not include (a) compressors, pump stations (such as the Brandon pump station now being constructed), or any other equipment connected to and used in conjunction with the pipeline but not an in-line or an attached part of the pipe comprising the pipeline described above, nor (b) any additions located outside of, or any Pipeline Equipment that is not physically attached to the pipeline at points within, the beginning point and termination points described above, except to the extent that such additions are substitutions for any portion of the Pipeline System (including the Pipeline Equipment) as it exists on the Effective Date.

“Pipeline System Taxes” means all Taxes specifically assessed against the Pipeline System, including Taxes imposed on the ownership, financing, use, occupancy or possession of the Pipeline System but specifically not including “Lessor Taxes” which will shall mean all gross receipts, income or franchise taxes, or other taxes of the nature of income taxes, to which Lessor is subject solely as a result of receiving the payments provided to be paid to Lessor hereunder, but in no event shall Lessor Taxes include amounts greater than those which would be owing by Lessor had this Financing Lease been documented as a promissory note payable by Lessee to Lessor in the principal balance, and payable at the times and in the amounts, set forth on Exhibit B, and secured by a deed of trust lien and security interest covering the Pipeline System.

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“Pledge and Related Actions” means (a) the execution and delivery of the Financing Lease Documents, the C&A and the SRCA, (b) the pledge of the applicable Financing Lease Documents, the C&A and/or the SRCA by Lessor to Genesis SPE 1 pursuant to the Collateral Agreement, (c) the granting of Liens (the “Upstream Liens”) to various secured parties directly or indirectly on the assets of Lessor or Genesis SPE 1 or on the equity interests of Genesis SPE 1, (d) any change in the Person that is the Lessor pursuant to an exercise of remedies under the Collateral Agreement or in connection with the Upstream Liens, or (e) the execution and delivery of the Exchange Documents by the parties thereto.

“Prepayment or Exchange Terms” has the meaning set forth in Section 15.C hereof.

“Property” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person, and includes, without limitation, stock, partnership and limited liability company interests owned or held in any other Person by such Person.

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

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

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

“Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, or leaching into the indoor or outdoor environment, or into or out of any property.

“Remedial Action” means all actions to (i) clean up, remove, treat or in any other way address any Hazardous Material; (ii) prevent the threatened Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care; or (iv) to correct a condition of non-compliance with Environmental Laws.

“Rights-of-Way” means all surface leases, easements, servitudes, rights-of-way, fee interests, full ownership, leases, leasehold interests, crossing rights, licenses and other interests in real property and/or immovable property associated therewith, initially shown as Exhibit A-2 hereto, and as the same may exist from time to time, and all additions thereto and substitutions therefor, subject to the last sentence of the definition of Pipeline System.

“SEC” has the meaning set forth in Section 11.C hereof.

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“SRCA” means that certain Special Representations and Covenants Agreement, dated as of even date herewith, by and between MLP and Lessee.

“Survival Provisions” means all provisions of this Financing Lease which are stated herein to survive the expiration or termination of this Financing Lease, the application of the Lessor Release Mechanics or the exercise of any rights or remedies by Lessor or Lessee hereunder or under the other Financing Lease Documents or the C&A.

“Tax” or “Taxes” means, however denominated, (x) any and all taxes, assessments, customs, duties, levies, fees, tariffs, imposts, deficiencies and other governmental charges of any kind whatsoever (including, but not limited to, taxes on or with respect to net or gross income, franchise, profits, gross receipts, capital, sales, use, ad valorem, value added, transfer, real property transfer, transfer gains, transfer taxes, mortgage taxes, intangibles taxes, inventory, escheats, unclaimed property, capital stock, license, payroll, employment, social security, unemployment, severance, occupation, real or personal property, estimated taxes, rent, excise, occupancy, recordation, bulk transfer, intangibles, alternative minimum, doing business, withholding and stamp), together with any interest thereon, penalties, fines, damages costs, fees, additions to tax or additional amounts with respect thereto, imposed by any federal, state or local taxing authority of any jurisdiction; (y) any liability for the payment of any amounts described in clause (x) as a result of being a member of an affiliated, consolidated, combined, unitary or similar group or as a result of transferor or successor liability; and (z) any liability for the payments of any amounts as a result of being a party to any tax sharing agreement or as a result of any express or implied obligation to indemnify any other person with respect to the payment of any amounts of the type described in clause (x) or (y).

“Tax Return” means any report, return, document, declaration or other information or filing (including any amendments, elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to any federal, state or local taxing authority or jurisdiction with respect to Taxes, including, where permitted or required, combined or consolidated returns for any group of entities that includes any party to this Financing Lease or any subsidiary of any such party, any documents with respect to or accompanying payments of estimated taxes, or with respect to or accompanying requests for the extension of time in which to file any such report, return, document, declaration or other information.

2.             Demise and Quiet Enjoyment.

A.           Demise and Lease.  Lessor, for and in consideration of the covenants and agreements of Lessee set forth herein, does hereby demise and lease to Lessee for the Lease Term the Pipeline System and 100% of its capacity for Lessee’s exclusive use for transporting Carbon Dioxide, or any other substance Lessee may determine in its sole discretion.  Lessee has retained the exclusive right to use the Pipeline System in accordance with Applicable Laws (including without limitation the right of ingress and egress to and use of all easements, fee interests, rights-of-way and crossings comprising the Pipeline System).  Lessee retains and assumes all liabilities and obligations of any kind or nature with respect to the Pipeline System (including for Environmental Costs and Liabilities), based upon or arising from or out of, any condition existing or act, event or omission occurring, with respect to the Pipeline System, or the use, occupancy, ownership, operation or maintenance thereof arising, occurring or resulting (a) on or prior to the Effective Date, and (b) from and after the Effective Date (collectively, the “Lessee Retained Liabilities”), except for Lessor Taxes.

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B.           Further Assurances by Lessor.  Upon the request of Lessee and all at Lessee’s expense, and only if Lessee reasonably determines that it will only be able to complete the given action described in clause (i) through (vi) below with Lessor’s assistance, Lessor agrees to execute and deliver such agreements and documentation and to perform, or cooperate with Lessee in performing, all necessary acts with respect to effectuating Lessee’s use, operation and quiet enjoyment of the Pipeline System and performing its obligations and exercising its rights pursuant to the terms hereof including without limitation, documents and acts related to (i) determining and contesting Tax liabilities, (ii) enforcing, modifying, extending, renegotiating, replacing or obtaining consents or approvals necessary in connection with the Pipeline System, (iii) entering into contracts or other agreements not modifying or contravening the Financing Lease Documents (other than modifications or contraventions pursuant to Section 5.B) or the C&A, (iv) obtaining, renewing, extending, making filings or performing acts required by or necessary to comply with, government permits, licenses, franchises, approvals and other authorities or Applicable Law, (v) asserting or defending against claims against the Pipeline System; and (vi) asserting or defending against condemnation proceedings against, and recovering casualty loss relating to, the Pipeline System.

C.           Quiet Enjoyment.  Subject to Lessor’s Inspection Right and Section 2.D, and subject to the rights of Lessor contained in Section 15.B and the other terms of the Financing Lease Documents and/or the C&A to which the Lessee is a party, the Lessee shall peaceably and quietly have, hold and enjoy the Pipeline System for the Lease Term, free of any claim or other action by Lessor or anyone claiming by, through or under Lessor (other than Lessee or anyone claiming by, through or under Lessee) with respect to any matters arising from and after the Effective Date.  Such right of quiet enjoyment is independent of, and shall not affect Lessor’s rights otherwise to initiate legal action to enforce the obligations of Lessee under this Financing Lease.

D.           Title.  Lessor makes no representation or warranty, express or implied, regarding the Pipeline System.  The Pipeline System shall be subject to the rights of parties in possession, the existing state of title (including, without limitation, all Liens except for and excluding Lessor Liens) and all Applicable Laws.  Lessee shall in no event have any recourse against Lessor for any defect in or exception to title to the Pipeline System other than resulting from Lessor Liens or from Lessor’s failure to comply with the Lessor Release Mechanics.  Lessor’s interest in the Pipeline System is inferior and subject to the pledge of a trust account (the “DRI Trust Account”) and funds to be deposited by DRI therein and the obligation of DRI to make such pledge and to make monthly payments, as provided in paragraph 4 of the Airgas Pledge.  

E.           Condition of the Pipeline System.  Lessee acknowledges and agrees that Lessee is solely responsible for the design, development, budgeting and construction of the Pipeline System and any alterations or modifications thereto.  Lessee further acknowledges and agrees that it is leasing the Pipeline System “AS IS, WHERE IS” without representation, warranty or covenant (express or implied) by Lessor subject to (a) the state of title as provided in Section 2.D above, (b) the rights of any parties in possession thereof, (c) any state of facts which an accurate survey or physical inspection might show, and (d) violations of Applicable Law which may exist on the Effective Date (other than as a result of Lessor Liens).  Lessor has not made nor shall be deemed to have made any representation, warranty or covenant (express or implied) nor shall be deemed to have any liability whatsoever as to the title (other than for Lessor Liens), value, habitability, use, condition, design, operation, or fitness for use of the Pipeline System (or any part thereof), or any other representation, warranty or covenant (except Section 2.C hereof and the obligation to comply with the Lessor Release Mechanics when required to do so) whatsoever, express or implied, with respect to the Pipeline System (or any part thereof).  Lessor shall not be liable for any latent, hidden, or patent defect therein or the failure of the Pipeline System, or any part thereof, to comply with any Applicable Law (other than as a result of Lessor Liens).  In addition to the foregoing, Lessee agrees that Lessor does not warrant that the Pipeline System is free from hidden, redhibitory or latent defects or vices or that the Pipeline System is fit for the use intended by Lessee, and Lessee hereby expressly waives (i) all rights in redhibition pursuant to Louisiana Civil Code article 2520, et seq.; (ii) the warranties against hidden or redhibitory defects in the Pipeline system; and (iii) the warranty that the Pipeline System is fit for its intended use, each of which would otherwise be imposed upon Lessor by Louisiana Civil Code article 2475, Lessee hereby releases Lessor from any liability for hidden, redhibitory or latent defects or vices under Louisiana Civil Code articles 2520 through 2548.

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F.           No Obligation of Lessor to Repair, etc.  Lessor shall under no circumstances be required to build any improvements on the Pipeline System, make any repairs, replacements, alterations or renewals of any nature or description to the Pipeline System, make any expenditure whatsoever in connection with this Financing Lease (other than for the acquisition of its interest in the Pipeline System in accordance with and pursuant to the terms of the Closing Agreement) or maintain the Pipeline System in any way.  Lessee waives any right to (i) require Lessor to maintain, repair, or rebuild all or any part of the Pipeline System or (ii) make repairs at the expense of Lessor pursuant to any Applicable Law, or pursuant to the terms and conditions of any insurance policy maintained by Lessee, and all requirements of the issuer of any such policy, contract, agreement, or covenant, condition or restriction in effect at any time during the Lease Term.

3.           Lease Term and Repayment Obligations.

A.           Term. The term of the Financing Lease will commence at 7:00 a.m. Central Daylight Time on the Effective Date and expire on the day that is the twentieth (20th) anniversary thereof (the “Lease Term”), unless earlier terminated as expressly provided hereunder.

B.           Mandatory Repayment. Upon the expiration of the Lease Term as set forth in Section 3.A above, the parties agree that Lessee will have the right and obligation to pay to Lessor consideration in the amount of One Dollar ($1.00) plus the unpaid amount of the Financing Lease Prepayment Amount, if any, and receive from Lessor, and Lessor will reassign and release to Lessee, Lessor’s interest in the Pipeline System pursuant to the Lessor Release Mechanics for such consideration with such reassignment and release of Lessor’s interest in and to the Pipeline System to Lessee to become effective as of 12:01 a.m. on the next succeeding day following the expiration of the Lease Term and thereafter this Financing Lease and the Financing Lease Guaranty (as defined in Section 4.D below) shall be deemed terminated and released with no further obligations hereunder or thereunder, except as provided in the succeeding sentence.  This Section 3.B and the other Survival Provisions shall survive expiration of the Lease Term.

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C.           Optional Prepayment.  Upon the occurrence of any of the following events or conditions:

(1)           The removal of the general partner of MLP, as a result of which no direct or indirect majority-owned subsidiary of DRI is the general partner of MLP and such removal of the general partner of MLP occurs without the direct approval of DRI;

(2)           Upon a material breach of the terms of this Financing Lease by Lessor which remains uncured thirty (30) days after written notice of such delivered by Lessee to Lessor;

(3)           Upon the occurrence of a Bankruptcy Event with respect to Lessor, Genesis SPE 1, MLP or any MLP Affiliate;

(4)           Upon the occurrence of an event of default by Lessor, MLP or any other MLP Affiliate, under any credit facility, financing arrangement or other indebtedness for borrowed money to which Lessor, MLP or any MLP Affiliate is a party, co-borrower or guarantor in an aggregate principal amount exceeding $10,000,000.  For avoidance of doubt, as used in this Section 3.C(4), the term event of default includes, without limitation, an “Event of Default” and an “Intercompany Event of Default” as those terms are defined in the “Applicable Credit Agreement” (the terms in quotations having the same definitions as provided in the C&A) (any event of default triggering this clause (4), a “Genesis Event of Default”);

(5)           Upon (a) a material breach by MLP of a representation, warranty, covenant or agreement under the SRCA which does not provide MLP with a right to written notice and opportunity to cure, or (b) upon a material breach by MLP of a representation, warranty, covenant or agreement under the SRCA which provides MLP with a right to written notice and opportunity to cure and which remains uncured thirty (30) days after such written notice thereof is delivered by Lessee to MLP; or

(6)           Genesis NEJD Pipeline, LLC is no longer the Lessor; or

(7)           The occurrence of an Airgas Rights Determination.

the parties agree that Lessee shall have the option, but not the obligation, to elect to exercise its option to prepay its obligations hereunder in accordance with Section 15.C hereof (provided that in the event of an Airgas Rights Determination, Lessee shall be obligated to consummate the Cash Prepayment Option).  Lessor agrees to promptly provide Lessee with a copy of any notices received by Lessor related to any Genesis Event of Default.

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4.           Consideration.

A.           Base Rent. During the Lease Term, Lessee agrees to pay base rent (“Base Rent”) to Lessor for the Pipeline System in eighty (80) equal quarterly installments paid in arrears, beginning on the same day of the month as the Effective Date of the 3rd month following the Effective Date (or if there is no same day in that month then the last day of that month) and continuing on the same day of each third month thereafter, in the amount of $5,166,943 per quarter.  By way of example, if the Effective Date is August 31st of any year, then the first quarterly installment of Base Rent will be payable on November 30th of that year, and the next quarterly installment of Base Rent will be payable on February 28th (or if a leap year, February 29th) of the following year. Exhibit B sets forth Lessee’s Base Rent payment schedule for the entire Lease Term.  For the avoidance of doubt, the Base Rent payments made by Lessee during the Lease Term reflect a full amortization of principal and interest such that the sum of all equal quarterly installments of Base Rent will discharge a principal amount totaling $175,000,000 plus interest earned thereon, over the Lease Term.

B.           Net Lease.

(1)           The Base Rent set forth in this Section 4 shall be absolutely net to Lessor, and all costs, expenses, and obligations of every kind and nature whatsoever relating to the Pipeline System (other than Lessor Taxes) which may arise or become due during the Lease Term of this Financing Lease shall be paid by Lessee.  Lessee hereby agrees that it shall not be entitled to any abatement of rents or of any other amounts payable hereunder by Lessee, and that Lessee’s obligation to pay all Base Rent and any other amounts owing hereunder shall be absolute and unconditional under all circumstances.

(2)           Any present or future law to the contrary notwithstanding, this Financing Lease shall not terminate, nor shall Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Base Rent, nor shall the obligations of Lessee hereunder be affected (except as expressly herein permitted and by performance of the obligations in connection therewith) by reason of: (i) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Pipeline System or any part thereof, or the failure of the Pipeline System to comply with all Applicable Law, including any inability to occupy or use the Pipeline System or any part thereof by reason of such non-compliance; (ii) any damage to, removal, abandonment, salvage, loss, contamination of or release from, scrapping or destruction of or any requisition or taking of the Pipeline System or any part thereof, (iii) any restriction, prevention or curtailment of or interference with any use of the Pipeline System or any part thereof including eviction; (iv) any defect in title to or rights to the Pipeline System or any Lien on such title or rights or on the Pipeline System (other than Lessor Liens); (v) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessor or any other Person, or any action taken with respect to this Financing Lease by any trustee or receiver of Lessor or any other Person, or by any court, in any such proceeding; (vi) any claim that Lessee has or might have against any Person, including without limitation any vendor, manufacturer, contractor of or for the Pipeline System; (vii) any failure on the part of Lessor to perform or comply with any of the terms of this Financing Lease (other than performance by Lessor of its obligations set forth in Section 2.C hereof), of any other Financing Lease Document, of the C&A or of any other agreement; (viii) any invalidity or unenforceability or illegality or disaffirmance of this Financing Lease against or by Lessee or any provision hereof, (ix) the impossibility or illegality of performance by Lessee, Lessor or both; (x) any action by any court, administrative agency or other Governmental Body; (xi) the failure to obtain any Outstanding Consents; (xii) any of those specific matters for which MLP has an indemnification obligation under the SRCA; or (xiii) any other cause or circumstances whether similar or dissimilar to the foregoing and whether or not Lessee shall have notice or knowledge of any of the foregoing.  Lessee’s agreement in the preceding sentence shall not affect any claim, action or right Lessee may have against Lessor.  The parties intend that the obligations of Lessee hereunder shall be covenants and agreements that are separate and independent from any obligations of Lessor hereunder and the obligations of Lessee shall continue unaffected unless such obligations shall have been modified or terminated in accordance with an express provision of this Financing Lease.

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C.           Taxes and Other Costs.  Lessee shall pay and discharge all Pipeline System Taxes, but Lessee shall have the right to reasonably contest the amount or validity of any Pipeline System Taxes and at Lessee’s request, Lessor, shall join in such contestation proceedings if requested by Lessee upon Lessee reasonably determining that it will be unable to successfully contest such Taxes without the participation of Lessor.  The immediately preceding sentence shall survive expiration or termination of this Financing Lease with respect to Pipeline System Taxes that accrue prior to, or during, the Lease Term or that are triggered by the Lessor Release Mechanics.  In no event shall Lessee be in breach under this Financing Lease due to non-payment of any Pipeline System Taxes while Lessee is diligently contesting any such Pipeline System Taxes and is maintaining reserves with respect thereto in accordance with GAAP.  Lessee shall have the right to directly pay Pipeline System Taxes to the appropriate government authority and to notify such authority to send bills therefor directly to Lessee.  Lessor agrees to provide an appointment of agent, if necessary, for all respective counties and parishes assessing Pipeline System Taxes to cause such governmental authorities to send such bills directly to Lessee.  In addition, Lessee will be responsible for paying all power costs and other utilities associated with the Pipeline System.   Any fees, taxes or other lawful charges paid by Lessor upon failure of Lessee to make such payments shall, at Lessor’s option, become immediately due from Lessee to Lessor.

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D.           DRI Guaranty.  Simultaneously with the execution of this Financing Lease, DRI is executing and delivering, and during the Lease Term will maintain in effect, a Guaranty Agreement (the “Financing Lease Guaranty”) for the benefit of Lessor, that unconditionally and irrevocably guarantees the payment obligations of Lessee under this Financing Lease.

E.           Financing Lease Transaction.

(1)           Lessor and Lessee agree and acknowledge that it is their intention that this Financing Lease (including payments made hereunder) together with Lessor’s acquisition of its interest in the Pipeline System from Lessee pursuant to the Financing Lease Documents (together, the “Financing Lease Transaction”), be treated as a secured indebtedness of Lessee to Lessor for U.S. federal income tax purposes and all other purposes.  Lessor and Lessee agree to file all federal, state and local income Tax Returns consistent with the characterization of the Financing Lease Transaction as secured indebtedness and shall not make any inconsistent written statements or take any inconsistent position on any such Tax Return, in any refund claim, during the course of any Internal Revenue Service (“IRS”) audit or other tax audit, for any financial or regulatory purpose, in any litigation or investigation or otherwise. Each party shall notify the other party if it receives notice that the IRS or other governmental agency proposes any treatment different than the treatment of the Financing Lease Transaction as giving rise to secured indebtedness.  In addition to the foregoing, Lessor and Lessee acknowledge that it is the intent of each party that for all purposes this Financing Lease be treated as a financing lease, that record title of the Pipeline System be held by Lessor solely for security purposes in accordance with such intent and that Lessee continues to be the beneficial owner of the Pipeline System (to the extent located in the State of Mississippi) and that Lessee shall continue to own and hold all of the benefits, and to bear all of the burdens, of ownership of the Pipeline System (to the extent located in the State of Louisiana).  Lessor and Lessee agree that neither will take any position contrary to such intent.  Lessor and Lessee agree and acknowledge that it is their intention that this Financing Lease and other transactions contemplated will result in Lessee being recognized as the owner of the Pipeline System for all purposes and all Applicable Laws, including for purposes of all United States federal and all state and local income, franchise, transfer and other taxes and for purposes of bankruptcy insolvency, conservatorship and receivership law (including the substantive law upon which bankruptcy, conservatorship and receivership proceedings are based), and  the obligations of Lessee to pay Base Rent shall be treated as payments of interest and principal in accordance with Exhibit B, respectively, for purposes of all Applicable Laws, including without limitation all United States federal and all state and local income, franchise, transfer and other taxes and for purposes of bankruptcy insolvency, conservatorship and receivership law (including the substantive law upon which bankruptcy, conservatorship and receivership proceedings are based).  Lessor’s interest in the Pipeline System shall be deemed to be, and limited to, a valid and binding security interest in and Lien on Lessee’s interest in the Pipeline System, free and clear of all Liens by, through or under Lessee other than Permitted Encumbrances, as security for all obligations (monetary or otherwise) of Lessee to Lessor arising under or in connection with any of the Financing Lease Documents and/or Section 5(g) of the C&A (it being understood and agreed that Lessee does hereby grant a Lien to Lessor, and its successors, transferees and assigns, for the benefit of Lessor and its successors, transferees and assigns, upon the Lessee’s interest in (i) the Pipeline System, (ii) any proceeds received at any time resulting from the sale or other disposition of all or a part of the Pipeline System, and (iii) all rents, income or related fees or charges for transportation of Carbon Dioxide or any other substance through the Pipeline System from and after the Income Termination Date, to have and hold the same as collateral security for all obligations (monetary or otherwise) of Lessee to Lessor arising under or in connection with any of the Financing Lease Documents and/or Section 5(g) of the C&A); it being further understood and agreed that Lessee does not hereby grant any Lien on any Carbon Dioxide being transported in the Pipeline System at any time or on any proceeds from the sale of such Carbon Dioxide.  Nothing contained in this Section 4.E.(1) shall restrict Lessee’s right to operate the Pipeline System, to enter into contracts for the sale or transportation of Carbon Dioxide or other substances through the Pipeline System, to grant UCC security interests in contract rights or accounts relating to income generated by the Pipeline System, or to conduct its business, in accordance with the other provisions of this Financing Lease.

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(2)           Specifically, without limiting the generality of clause (1) of this Section 4.E, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee or Lessor, or any of their respective Affiliates or any enforcement actions, the transactions evidenced by the Financing Lease Documents shall be regarded as a secured loan made by Lessor to Lessee for purposes of all United States federal and all state and local income, franchise, transfer and other taxes and for purposes of bankruptcy insolvency, conservatorship and receivership law (including the substantive law upon which bankruptcy, conservatorship and receivership proceedings are based).

(3)           Lessee agrees that if it hereafter grants a real property interest (or for Louisiana, an immovable property interest) that is an assignment of rents, income or related fees or charges for transportation of Carbon Dioxide or any other substance through the Pipeline System, any such real property interest (or immovable property interest), including any memorandum or filing of same in the real property records or other appropriate records of any county, parish or other office in the State of Mississippi or the State of Louisiana, will make such assignment expressly subordinate to the Liens granted to Lessor under this Financing Lease and other Financing Lease Documents, and the Memorandum of Lease will put all parties on notice of the subordination of any such assignment of rents, income or related fees or charges to the Liens created under this Financing Lease; and furthermore any assignment, pledge or real estate (or immovable property) Lien created in violation of Lessee’s agreement in this sentence shall be subordinate to the Liens granted to Lessor in this Financing Lease and in the Memorandum of Lease, and shall terminate immediately upon the Income Termination Date.

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5.           Use and Operation of Pipeline System.

A.           Lessee shall have the exclusive right to use, and the obligation to at all times operate, the Pipeline System as a prudent operator in accordance with all Applicable Laws and in accordance with prevailing industry standards.  Lessee will utilize the Pipeline System for the transportation of Carbon Dioxide, or any other substance as Lessee may determine in its sole discretion.   Lessor shall at all times during the Lease Term be permitted to observe, inspect and monitor Lessee’s operation of the Pipeline System (“Lessor’s Inspection Right”) to ensure Lessee’s compliance with its obligations under this Financing Lease and the operation of the Pipeline System in accordance with Applicable Laws and prevailing industry standards.

B.           If Lessee’s sole and exclusive right to use the entire capacity of the Pipeline System to transport Carbon Dioxide, or any other substance (the “Exclusive Right”) under the terms of this Financing Lease is reasonably believed by Lessee to be threatened due to (a) an application of, or a change in, federal law or regulations or interpretation thereof, applicable to Carbon Dioxide pipelines or their operation or ownership, (b) an application of, or a change in, law or regulations or  interpretation thereof, of any state in which the Pipeline System, or any pipeline connected thereto, is located which is similarly applicable, or (c) assertion by a third party of an actual or alleged right to ship Carbon Dioxide on any part of the Pipeline System, or any pipeline connected thereto, then on request of Lessee, the parties hereto shall negotiate in good faith to modify and will modify the terms of this Financing Lease and all documents collateral hereto in order to assure that Lessee will continue to have the Exclusive Right, on terms substantially the same as those contained in this Section 5, provided that such modifications shall not affect Lessee’s obligation to pay Base Rent pursuant to this Financing Lease in the amounts set forth on Exhibit B, the terms of any such payment or the intention of the parties set forth in Section 4.E.  For clarification, in no event shall Lessor be required to agree to any change or modification to any Financing Lease Document as the result of the assertion of any claim by Airgas that the Pledge and Related Actions trigger a right of first refusal, a right of prior consent, or other compliance requirement in favor of Airgas under the Airgas Documents.

C.           Lessee shall maintain all operations and safety permits, make all necessary filings with governmental and regulatory authorities, pay amounts and perform acts necessary to maintain, repair and operate the Pipeline System, in good working condition, in accordance with Applicable Laws and in accordance with prevailing industry standards.  If Lessor is required to make any filings with or obtain any approvals from any Governmental Body by reason of (i) the ownership of its interest in the Pipeline System or (ii) the business conducted in a given jurisdiction by Lessee, Lessee shall make (or cause to be made) all such filings or obtain (or cause to be obtained) all such approvals, unless failure to do so would not expose Lessor to either criminal liability or any other liability not indemnified against by Lessee under the Financing Lease Documents and/or the C&A.

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D.           Lessor shall grant Lessee any and all expropriation rights that Lessor has, by reason of its interest in the Pipeline System, and Lessee shall have the right to initiate any such proceedings to effectuate such rights in any jurisdiction in which the Pipeline System is located.

E.           Lessor shall promptly provide Lessee with written notice to the extent that Lessor has Knowledge of any of the following circumstances: (i) the Pipeline System not being in compliance with Applicable Laws; (ii) the receipt of notice of any change in Applicable Laws with respect to the Pipeline System, or any pending or threatened judicial or administrative action which in any way limits or impedes or could potentially limit or impede the operation of the Pipeline System; or (iii) the receipt of notice of a condemnation, eminent domain or similar proceedings, or any pending or threatened condemnation, eminent domain or similar proceedings against the Pipeline System.

6.           Shipments.  Lessee shall, at all times during the Lease Term, be solely responsible for shipments of Carbon Dioxide (or any other substance as Lessee may determine in its sole discretion) in accordance with Applicable Laws with respect to the Pipeline System.  Lessor shall not have any right, title or interest to the Carbon Dioxide (or any other substance as Lessee may determine in its sole discretion) in the Pipeline System and Lessee shall, at all times during the Lease Term, have all right, title and interest to the Carbon Dioxide (or any other substance as Lessee may determine in its sole discretion) in and transported through the Pipeline System.  If Lessee transports Carbon Dioxide (or any other substance) on behalf of third-parties through the Pipeline System, Lessee shall be entitled to retain all income derived from such transportation on behalf of such third-parties.  If, in the reasonable opinion of Lessee’s counsel, the existence of this Financing Lease or the use of the Pipeline System by Lessee subjects the Pipeline System to the jurisdiction of, or regulation by, any federal or state authority as a common carrier, or otherwise, then Lessee shall have the obligation to take such appropriate measures as are reasonably necessary to mitigate or avoid such jurisdiction or regulation.  Upon Lessee’s request, Lessor agrees to execute any agreements or take all necessary action to effectuate Lessee’s efforts regarding same, provided that such agreements shall not affect Lessee’s obligation to pay Base Rent pursuant to this Financing Lease in the amounts set forth on Exhibit B, the terms of any such payment or the intention of the parties set forth in Section 4.E.

7.           Alterations and Improvements.  Lessee, at its sole cost and expense, may alter or make modifications or improvements to the Pipeline System in accordance with Applicable Laws without Lessor’s prior written consent, including adding or deleting receipt points and delivery points in its sole discretion.  Furthermore, Lessee may elect to undertake to increase the capacity of the Pipeline System itself.  Except as otherwise expressly provided in this Financing Lease, Lessor shall not make any modifications, alteration, or additions to the Pipeline System without the prior written approval of Lessee.

8.           Maintenance and Repair.  Lessee, at its sole cost and expense, shall at all times maintain and keep all aspects of the Pipeline System in good condition and repair, in accordance with Applicable Laws and in accordance with prevailing industry standards, and shall promptly make all necessary and proper repairs, structural and non-structural, ordinary and extraordinary, and all necessary and proper replacements and substitutions thereto.  If any changes, modifications, upgrades or alterations to the Pipeline System are required during the Lease Term due to the enactment or amendment of Applicable Laws, then Lessee shall promptly make such changes, modifications, upgrades or alterations and will bear the cost thereof.  Lessor shall have no right to maintain, repair, replace, change, modify or alter the Pipeline System during the Lease Term.

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Notwithstanding anything to the contrary stated in this Section 8, Lessee shall have no obligation to maintain, repair, replace, change, modify or alter the Pipeline System during the final five (5) years of the Lease Term, provided that Lessee continues to pay Base Rent in accordance with Section 4.A above and the condition of the Pipeline System complies with Applicable Laws, and that the parties comply with their respective obligations set forth in Section 3.B above.

Nothing contained in this Financing Lease shall be construed as constituting the consent or request of Lessor, expressed or implied, to or for the performance by any contractor, mechanic, laborer, materialman, supplier or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to the Pipeline System or any part thereof.  NOTICE IS HEREBY GIVEN THAT LESSOR IS NOT AND SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO LESSEE, OR TO ANYONE HOLDING ANY INTEREST IN THE PIPELINE SYSTEM OR ANY PART THEREOF THROUGH OR UNDER LESSEE, AND THAT NO MECHANIC’S OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PIPELINE SYSTEM.

9.           Representations and Warranties of Lessor.  As of the Effective Date, Lessor represents and warrants to Lessee that:

A.           Organization.  Lessor is duly organized, validly existing and in good standing under the laws of the state of its organization, and is duly qualified to transact business in those states in which the Pipeline System is situated.

B.           Authority.  Lessor has all requisite power and authority to execute, deliver and perform its obligations under this Financing Lease and to consummate the transactions contemplated in this Financing Lease.  The execution and delivery of this Financing Lease and the performance of its obligations hereunder by Lessor have been duly and validly authorized by all necessary action of Lessor.

C.           No Violation.  Neither the execution of this Financing Lease nor the performance by Lessor of its obligations hereunder violate Lessor’s Limited Liability Company Agreement.  Furthermore, neither the execution of this Financing Lease nor the performance by Lessor or any Lessor Affiliate of its obligations hereunder will require consent from any third party under, or violate the terms of, any other contract, commitment, understanding, arrangement or restriction of any kind or character to which Lessor or any Lessor Affiliate is a party or by which its assets are bound.

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D.           Litigation Proceedings.  There is no presently pending or, to Lessor’s Knowledge threatened, litigation, arbitration or administrative proceeding against Lessor that if adversely determined would adversely affect Lessor’s interest in, or the operation of, the Pipeline System, or Lessor’s ability to enter into and perform its obligations under this Financing Lease

10.           Representations and Warranties of Lessee.  As of the Effective Date, Lessee represents and warrants to Lessor that:

A.           Organization and Authority.  Lessee is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business in the State of Mississippi and the State of Louisiana, and has full power and authority to enter into this Financing Lease and perform its obligations hereunder.  The execution and delivery of this Financing Lease and the performance of its obligations hereunder by Lessee have been duly and validly authorized by all necessary action of Lessee.

B.           Execution and Effect.  This Financing Lease has been duly and validly executed and delivered by Lessee and assuming the due authorization, execution and delivery of this Financing Lease by Lessor, constitutes a valid, binding and enforceable obligation of Lessee; subject, however, to the effect of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect relating to the rights and remedies of creditors, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

C.           No Violation.  Except as disclosed in Schedule 10.C, neither the execution and delivery of this Financing Lease by Lessee nor the performance by Lessee of its obligations hereunder (a) violates any provision of the organizational documents of Lessee, (b) subject to obtaining the Outstanding Consents which are set forth on Schedule 10.C, constitutes a breach of or default under (or an event that, with the giving of notice or passage of time or both, would constitute a breach of or default under), or will result in the termination of, or accelerate the performance required by, or result in the creation or imposition of any security interest, lien, charge or other encumbrance upon Lessee’s interest in the Pipeline System under, any material contract, commitment, understanding, agreement, arrangement or restriction of any kind or character to which Lessee is a party or by which Lessee or any of its assets are bound (provided, however, that this Section 10.C shall not be construed as constituting a representation or warranty as to (i) whether or not any of the Outstanding Consents, which are set forth on Schedule 10.C, will be obtained, (ii) the effect of failing to obtain any such Outstanding Consent, or (iii) the effect of the Airgas Documents, or (c) violates in any material respect any statute, law, regulation or rule, or any judgment, decree, writ or injunction or any Governmental Body applicable to Lessee or any of its assets.

D.           Litigation.  Except as disclosed in Schedule 10.D, (a) there are no judgments, orders, writs or injunctions of any Governmental Body, presently in effect or pending or, to Lessee’s Knowledge threatened, against Lessee with respect to its interest in the Pipeline System or the operation thereof, or, which, if adversely determined, would impair or prohibit the ability to perform its obligations hereunder, (b) there are no claims, actions, suits or proceedings by or before any Governmental Body pending or, to Lessee’s Knowledge, threatened by or against Lessee with respect to its interest in the Pipeline System or the operation thereof, and (c) the Pipeline System is not the subject of any pending or, to Lessee’s Knowledge, threatened claim, demand, or notice of violation or liability from any Person.

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E.           Compliance with Applicable Law.  Except (a) as disclosed in Schedule 10.E, and (b) with respect to Environmental Law, which are addressed in Section 10.H below, Lessee has complied with all material provisions of all Applicable Laws, judgments and decrees applicable to its operation and use of the Pipeline System as presently conducted and Lessee has not received any written notification, and is not aware of any planned written notification, that it is not presently in compliance therewith.

F.           Condition of Pipeline System.  Except as disclosed in Schedule 10.F, the Pipeline System is in good operating condition, complies with Applicable Laws and meets prevailing industry standards for operation and use.

G.           Taxes.  All Tax Returns required to be filed by federal, state or local laws with respect to the Pipeline System Taxes have been filed by Lessee, and all Pipeline System Taxes imposed or assessed, whether federal, state or local, which are due or payable for any period ended, have been paid or provided for.

H.           Environmental Matters.

(a)           Except as disclosed in Schedule 10.H, (i) Lessee has not received any written notification that asserts (and does not have any Knowledge) that any portion of the Pipeline System is not in compliance with applicable Environmental Law and (ii) to Lessee’s Knowledge, no condition or circumstance exists which would give rise to any material Environmental Costs and Liabilities related to the Pipeline System.

(b)           Except as disclosed in Schedule 10.H, (i) all of the Environmental Permits have been granted by the appropriate authority and (ii) are valid and in full force and effect. There are no material actions or proceedings for the revocation thereof or any other material action or proceeding before any Governmental Body involving any Environmental Permit.

I.           No Unsatisfied Liabilities.  Except as disclosed in Schedule 10.I, and other than matters which arise out of Lessor’s interest in the Pipeline System, there are no debts, liabilities or obligations of Lessee secured by or burdening Lessee’s interest in the Pipeline System other than obligations that will be satisfied, and obligations to be performed under the terms of the Rights of Way or imposed by Applicable Law.

J.           Investment Company Act.  Lessee is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 and Lessee is not subject to regulation under any United States federal or State statute or regulation which limits its ability to incur indebtedness.

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K.           Solvency.  The fair value of Lessee’s Properties exceeds the probable liability of its debts and other liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of Lessee’s Property is greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) Lessee is able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) Lessee does not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

L.           Margin Regulations.  Lessee is not engaged principally or as one of its important activities in the business of extending credit for the purpose of buying or carrying Margin Stock, and no part of the proceeds of this Financing Lease have been or will be used directly or indirectly, whether used immediately, incidentally or ultimately, for any purpose that entails a violation of or that is inconsistent with the provisions of the regulations of the Board of Governors, including Regulation T, Regulation U or Regulation X.

M.           DRI Trust Account.  The DRI Trust Account is fully funded in compliance with the requirements of the Airgas Pledge.

11.           Special Covenants of Lessee.  In addition to the other terms, conditions, representations and warranties contained in this Financing Lease, and without in any way modifying or diminishing the obligations under the Guaranty, as of the Effective Date and throughout the Lease Term (as if remade on each day during the Lease Term), Lessee covenants as follows:

A.           Upon the occurrence of a default(s) by Lessee and/or DRI or any of DRI’s Affiliates on any Material Indebtedness to which it is a party having an aggregate principal balance or other liability which, upon acceleration in accordance thereof, is in excess of $50,000,000, owing to any Person, Lessee shall promptly notify Lessor of such default(s) and shall cause DRI to provide Financial Assurances to Lessor within 30 days following Lessor’s written notice to Lessee that DRI do so.

B.           If at any time during the Lease Term the corporate credit rating of DRI drops below BB- issued by Standard & Poor’s Ratings Group, or below B1 issued by Moody’s Investors Service, Inc., Lessee shall promptly notify Lessor of such drop in credit rating and shall cause DRI to provide Financial Assurances to Lessor within 30 days following Lessor’s written notice to Lessee that DRI do so.  Lessee shall also promptly notify Lessor of the drop in credit rating described in the definition of “Financial Assurances.”  Any draw made under Financial Assurances shall be applied first to expenses and Claims (other than as set forth in second and third below) then owing to Lessor under the Financing Lease Documents and/or Section 5(g) of the C&A, second to unpaid interest due and owing hereunder, and third to the principal component of the installments of Base Rent, in inverse order of maturity.

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C.           Unless available through the electronic data gathering, analysis and retrieval system of the Securities and Exchange Commission (“SEC”), or otherwise publicly available as documents are filed with the SEC, Lessee shall furnish to Lessor on or before 60 days after the end of each fiscal quarter and on or before 120 days after the end of each fiscal year, a copy of all of DRI’s and its subsidiaries’ and affiliates’ quarterly and annual financial statements (prepared in accordance with generally accepted accounting principles).

D.           If during the Lease Term, DRI is no longer a reporting entity under the Securities Exchange Act of 1934, Lessee shall deliver annual reserve reports to Lessor, within 90 days after the end of each fiscal year, with respect to (i) each Carbon Dioxide field from which Carbon Dioxide is shipped on the Pipeline System, and (ii) each hydrocarbon field to which Carbon Dioxide is shipped on the Pipeline System.

E.           Lessee agrees that Lessee shall not directly or indirectly create or allow to remain, and shall promptly discharge at its sole cost and expense, any Lien (other than any Permitted Encumbrances, Lessor Liens, Collateral Liens and Interest Liens), defect, attachment, levy, title retention agreement or claim upon the Pipeline System or any Lien, attachment, levy or claim with respect to the Base Rent, the Financing Lease Prepayment Amount or other amounts owing hereunder, other than Permitted Encumbrances, Lessor Liens, Collateral Liens and Interest Liens, provided that with respect to Outstanding Consents, Lessee’s sole obligation will be to comply with Lessee’s agreements in Section 4 of the Closing Agreement.  Lessee’s obligation to discharge any Lien, attachment, levy or claim as set forth in this Section 11.E shall apply notwithstanding the fact that such Lien, attachment, levy or claim does not breach any warranty of or representation regarding title to the Pipeline System made by Lessee.

F.           Lessee shall at all times cause DRI to satisfy its obligations under the Airgas Pledge to cause the DRI Trust Account to be fully funded at all times.

12.           Indemnification.  Lessee shall indemnify, defend, protect and hold Lessor, MLP, and any MLP affiliates and each of their respective officers, directors, employees, representatives and agents, harmless from and against any and all claims, liabilities, obligations, damages, actions, suits, proceedings, investigations, complaints, demands, assessments, judgments, costs, penalties, forfeitures, losses, fees or expenses (including attorneys’ fees) in any way relating to or arising out of (a) the Pipeline System or any part thereof or interest therein or (b) Lessor’s compliance with any further assurances covenant in this Financing Lease, including, without limitation, Section 2.B; provided, however, Lessee shall not be required to indemnify any Person under this Section 12 for any of the following:  (1) any Claim to the extent resulting from the willful misconduct or gross negligence of Lessor or other indemnitee (IT BEING UNDERSTOOD THAT LESSEE SHALL BE REQUIRED TO INDEMNIFY AN INDEMNITEE EVEN IF THE ORDINARY (BUT NOT GROSS) NEGLIGENCE OF LESSOR CAUSED OR CONTRIBUTED TO SUCH CLAIM), (2) the breach of any representation, warranty or covenant of Lessor set forth in any Financing Lease Document or the C&A, (3) any Claim resulting from Lessor Liens which any indemnitee is responsible for discharging under (A) the Financing Lease Documents, (B) the SRCA or (C) the C&A, (4) any Claim to the extent resulting from Lessor’s failure to make timely payments to Genesis SPE 1 as required under the NEJD Intercompany Note (as such term is defined in the C&A) so long as Lessee has made timely payments of all Base Rent hereunder, or (5) any matter arising out of or related to an Airgas Rights Determination or any rights of Airgas with respect to the Pipeline System under the Airgas Documents.  It is expressly understood and agreed that the indemnity provided for herein and the other Survival Provisions shall survive the expiration or termination of this Financing Lease, the consummation of the reassignment and release of Lessor’s interest in the Pipeline System or the exercise by Lessor of its remedies hereunder, and shall be separate and independent from any remedy under the Financing Lease, any other Financing Lease Document or the C&A.

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13.           Risk of Loss.  Lessee agrees to assume all risk of loss and damage to the Pipeline System.  In the event of loss (including casualty loss) or damage to the Pipeline System, (i) Lessee shall promptly repair, rebuild and reconstruct the Pipeline System, and (ii) all of Lessee’s obligations (including payment) shall continue in full force and effect.

Notwithstanding anything to the contrary stated above in this Section 13, Lessee shall have no obligation to repair, rebuild or reconstruct the Pipeline System during the final five (5) years of the Lease Term, provided that Lessee continues to pay Base Rent in accordance with Section 4.A above and the condition of the Pipeline System complies with Applicable Laws, and that the parties comply with their respective obligations set forth in Section 3.B above.

14.           Sale or Assignment.  From and after the Effective Date, neither Lessee nor Lessor may assign, sell, convey, transfer, sublease or encumber (other than Permitted Encumbrances) the Pipeline System, its interest in the Pipeline System or this Financing Lease or their rights or obligations hereunder, either in whole or in part without the prior consent of the other party; provided, however, that Lessor may pledge or assign its interest in this Financing Lease pursuant to the Collateral Agreement and any exercise of remedies pursuant thereto.  Any purported assignment, sale, conveyance, other transfer, sublease or encumbrance in contravention of the foregoing terms shall be null and void.

15.           Events of Default and Remedies.

A.           Events of Default.  The occurrence of one or more of the following events or conditions shall constitute a “Lease Event of Default”:

(1)           the occurrence of a Bankruptcy Event with respect to Lessee or DRI;

(2)           (i) the failure of Lessee to make any payment of Base Rent to Lessor as and when due hereunder; provided, however, that only in the case of the first failure during any calendar year to make any payment of Base Rent to Lessor as and when due hereunder, the failure to make such payment as and when due shall not constitute a Lease Event of Default unless such failure continues for ten (10) days after written notice from Lessor to Lessee of such failure, but any subsequent failure during such calendar year to make any payment of Base Rent as and when due hereunder shall automatically constitute a Lease Event of Default without the requirement of any notice from Lessor; provided further, that in order to cure the failure to make any payment of Base Rent as and when due, in addition to paying the full amount of such payment Lessee shall also pay all Default Interest accrued during the period from the original due date of such payment until such payment is made to Lessor hereunder; or (ii) the failure of Lessee or DRI to make any payment (other than a payment of Base Rent) as and when due hereunder, under the Financing Lease Guaranty or Section 5(g) of the C&A, if such failure continues for ten (10) days after written notice from Lessor to Lessee of such failure;

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(3)           the material breach (i) by Lessee of any representation, covenant or agreement set forth in this Financing Lease, (ii) by DRI of any representation, covenant or agreement in the Guaranty or (iii) by Lessee or DRI of any representation, covenant or agreement in the C&A, where such material breach under (i), (ii) or (iii) above continues for thirty (30) days after receipt by Lessee or DRI, as applicable, of written notice thereof from Lessor; provided, however, that if the matter which is the subject of the breach cannot by its nature, if diligently pursued, be remedied by such party within said thirty (30) day period, and such party shall have prepared a plan for remedying such failure that is reasonably acceptable to Lessor and such party is proceeding with diligence to implement such plan, such thirty (30) day period shall be extended by such additional time period as may be reasonably agreed to by Lessor to implement such plan, and, provided further, however, that the remedying of such potential default shall not affect the right of Lessor under this Financing Lease if other defaults occur before such potential default has been remedied and provided further that the notice and opportunity to cure provisions of this Section 15.A(3) shall not apply to any other events of default under this Section 15.A;

(4)           Lessee’s failure to deliver Financial Assurances as and when required by Section 11.A or 11.B; and

(5)           the failure of DRI to satisfy any payment obligation as and when due under the Guaranty.

(6)           DRI or Lessee shall fail to make any payment (whether of principal or interest) in respect of the DRI Credit Agreement, when and as the same shall become due and payable, after giving effect to any applicable cure period set forth therein;

(7)           Lessee or DRI or any of DRI’s subsidiaries shall fail to observe or perform any term, covenant, condition or agreement (other than a default referenced in Section 15.A(6) above) contained in any agreement or instrument evidencing or governing Material Indebtedness, which failure, in any case, results in such Material Indebtedness becoming due and payable prior to its scheduled maturity;

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(8)           any Financing Lease Document or any material provision thereof after delivery thereof (a) shall for any reason, except to the extent permitted by the terms thereof (or as waived by Lessor in accordance with the terms hereof), be proven to have ceased to be valid, binding and enforceable in accordance with its terms against Lessee or DRI or any of them shall so state in writing, or (b) shall be repudiated in writing by Lessee or DRI; or

(9)           the failure, after the occurrence of an Airgas Rights Determination, of Lessee to consummate the Cash Prepayment Option as required by Section 3.C(7) in accordance with Section 15.C.

B.           Remedies.  Upon the occurrence of any Lease Event of Default of the type described in Section 15.A(1), the Financing Lease Prepayment Amount shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Lessee and Lessee shall, all without presentment, demand, protest or other notice of any kind, consummate the Cash Prepayment Option in accordance with the Lessor Release Mechanics as if Lessor had made demand pursuant to Section 15.B(1) below.  Upon the occurrence of any Lease Event of Default other than a Lease Event of Default of the type described in Section 15.A(1), and at any time thereafter during the continuance of such Lease Event of Default, Lessor may, by notice to Lessee, declare the Financing Lease Prepayment Amount as of such date, to be due and payable in whole, and thereupon such amount, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Lessee.  Lessor agrees that it will not pursue the remedies set forth in clauses 15.B(2), (3), (5), or (7) below, unless and until either a Bankruptcy Event with respect to either Lessee or DRI has occurred or Lessor has demanded that Lessee exercise either the Exchange or Prepayment Option pursuant to clause 15.B(1) below and Lessee has failed to comply with such demand within the period provided in clause 15.B(1) and otherwise in accordance with Section 15.C.  In addition, but subject to the immediately preceding sentence, upon the occurrence of any Lease Event of Default and at any time thereafter so long as such Lease Event of Default is continuing, Lessor may do one or more of the following as Lessor in its sole discretion shall determine, without limiting any other right or remedy Lessor may have on account of such Lease Event of Default (it being the intent of the parties that such remedies shall be consistent with the intent of the parties set forth in Section 4.E):

(1)           Lessor may, by written notice to Lessee, demand that Lessee exercise either the Exchange or Prepayment Option (whichever one is selected by Lessee) in accordance with Section 15.C hereof; provided that if such notice is based on any Lease Event of Default other than as described in Section 15.A(3) (each such other Lease Event of Default, a “Cash Prepayment Only Default”), the Exchange Note Option shall not be available to Lessee and Lessee shall repay its obligations hereunder pursuant to  the Cash Prepayment Option.  Until the earliest to occur of (a) a Bankruptcy Event with respect to Lessee or DRI, (b) such prepayment not being consummated within thirty (30) days of such notice (or sixty (60) days of such notice, if throughout such sixty (60) day period Lessee is using its best efforts to consummate the applicable option), and (c) receipt by Lessor of written acknowledgement from Lessee that it does not intend to consummate such applicable option within such thirty (30) or sixty (60) day period, Lessor agrees not to pursue the remedies set forth in clauses 15.B(2), (3), (5), or (7) below.  During the second thirty (30) day period, Lessor may commence any action, deliver or file any notices or other documents or otherwise take steps toward foreclosure of the liens and security interests created hereby, but no order or decree may be entered authorizing any such foreclosure, and no foreclosure sale or other transfer of beneficial ownership of the Pipeline System may occur, during such sixty (60) day period.

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(2)           Lessor may, without prejudice to any other remedy which Lessor may have for possession of the Pipeline System, and to the extent and in the manner permitted by Applicable Law, enter upon the Pipeline System and take immediate possession of (to the exclusion of Lessee) the Pipeline System and expel or remove Lessee and any other Person who may be occupying the Pipeline System, by summary proceedings or otherwise, all without liability to Lessee for or by reason of such entry or taking of possession, whether for the restoration of damage to property caused by such taking or otherwise and, in addition to Lessor’s other damages, Lessee shall be responsible for all costs and expenses incurred by Lessor in connection with any and all costs of any alterations or repairs made by Lessor;

(3)           As more fully set forth below in this Section and in the Memorandum of Financing Lease, Lessor may foreclose the lien herein created or sell all of Lessee’s interest in the Pipeline System at public or private sale, as Lessor may determine;

(4)           Lessor may, at its option, elect to continue to collect Base Rent, in accordance with Section 4.A hereof and all other amounts due to Lessor (together with all costs of collection) and enforce Lessee’s obligations under this Financing Lease as and when the same become due, or are to be performed, by suit or otherwise;

(5)           Lessor may exercise any other right or remedy that may be available to it under Applicable Law, including any and all rights or remedies under the Financing Lease Documents, or proceed by appropriate court action (legal or equitable) to enforce the terms hereof or to recover damages for the breach hereof.  Separate suits may be brought to collect any such damages for any period(s), and such suits shall not in any manner prejudice Lessor’s right to collect any such damages for any subsequent period(s), or Lessor may defer any such suit until after the expiration of the Lease Term, in which event such suit shall be deemed not to have accrued until the expiration of the Lease Term;

(6)           Lessor may retain and apply against the Financing Lease Prepayment Amount, all sums which Lessor would, absent such Lease Event of Default, be required to pay to, or turn over to, Lessee pursuant to the terms of this Financing Lease;

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(7)           Lessor, to the extent permitted by Applicable Law, as a matter of right and with notice to Lessee, shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Pipeline System, and Lessee hereby irrevocably consents to any such appointment.  Any such receiver(s) shall have all of the usual powers and duties of receivers in like or similar cases and all of the powers and duties of Lessor in case of entry, and shall continue as such and exercise such powers until the date of confirmation of the sale of Lessee’s interest in the Pipeline System unless such receivership is sooner terminated;

Lessor and Lessee agree that (i) to secure Lessee’s obligations to Lessor (monetary or otherwise) hereunder for the benefit of Lessor and to secure payment of the Financing Lease Prepayment Amount and all other amounts payable from Lessee to Lessor under the Financing Lease Documents and Section 5(g) of the C&A in connection therewith, but subject to the limitations set forth in Section 4.E(1) above, (A) Lessee has granted a Lien to Lessor against Lessee’s interest in the portion of the Pipeline System located in the State of Mississippi, any proceeds received at any time resulting from the sale or other disposition of all or a part of the Pipeline System, and all rents, income or related fees or charges for transportation of Carbon Dioxide or any other substance through the Pipeline System from and after the Income Termination Date, WITH POWER OF SALE as provided herein and in the Memorandum of Financing Lease to be recorded in the State of Mississippi, to the extent permitted by law, and that, upon the occurrence of any Lease Event of Default, Lessor shall have the power and authority, to the extent provided by law, after proper notice and lapse of such time as may be required by law, to sell all of Lessee’s interest in the Pipeline System (and the proceeds, rents, income or related fees or charges described in this clause (A)) at the time and place of sale fixed by Lessor in such notice of sale, at auction to the highest bidder for cash in lawful money of the United States payable at the time of sale; accordingly, it its acknowledged that A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT; A POWER OF SALE MAY ALLOW LESSOR TO TAKE LESSEE’S INTEREST IN THE PIPELINE SYSTEM AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION, and may take such other actions as are provided in the Memorandum of Financing Lease; and (B) Lessee has granted a Lien to Lessor against Lessee's interest in the portion of the Pipeline System located in the State of Louisiana, any proceeds received at any time resulting from the sale or other disposition of all or a part of the Pipeline System, and all rents, income or related fees or charges for transportation of Carbon Dioxide or other substances through the Pipeline System from and after the Income Termination Date pursuant to the terms of the Memorandum of Financing Lease to be recorded in the State of Louisiana; and (ii) upon the occurrence of any Lease Event of Default, Lessor, in lieu of or in addition to exercising any power of sale hereinabove given or granted in the Memorandum of Financing Lease, may proceed by a suit or suits in equity or at law, whether for a foreclosure hereunder, or for the sale of Lessee’s interest in the Pipeline System, or against Lessee on a recourse basis for the Financing Lease Prepayment Amount, or for the specific performance of any covenant or agreement herein contained (in a manner not inconsistent with the intent of the parties as set forth in Section 4.E) or in aid of the execution of any power herein granted, or for the appointment of a receiver pending any foreclosure hereunder or the sale of Lessee’s interest in the Pipeline System, or for the enforcement of any other appropriate legal or equitable remedy.

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The security interest and lien created under the preceding paragraph secures all obligations (whether monetary or otherwise) of Lessee and DRI to Lessor now or hereafter existing under this Financing Lease and each other Financing Lease Document and Section 5(g) of the C&A, whether for Base Rent, costs, fees, expenses or otherwise, including the Financing Lease Prepayment Amount.

Upon completion of any foreclosure sale, whether judicially or by power of sale, and actual receipt by Lessor of the proceeds of the foreclosure sale, (i) the proceeds actually received by Lessor from such foreclosure sale shall be applied in accordance with Applicable Law, including payment of the cost of sale, payment of the Financing Lease Prepayment Amount and payment of any excess to Lessee or to whomever else may be entitled to such excess under Applicable Law, (ii) Lessee shall remain obligated to pay any deficiency (i.e., the amount by which the Financing Lease Prepayment Amount exceeds the portion of the foreclosure proceeds applied toward the Financing Lease Prepayment Amount), (iii) Lessee and Lessor shall each remain obligated to pay and perform their respective obligations under the Survival Provisions and (iv) except as otherwise provided in clauses (ii) and (iii) of this paragraph, Lessee shall have no further rights or obligations under this Financing Lease.

Any exercise of remedies by Lessor following the occurrence of any Lease Event of Default will be conducted in compliance with the applicable provisions of the Airgas ROFR and the Airgas Pledge.

To the maximum extent permitted by law, Lessee hereby waives the benefit of any appraisement, valuation, stay, extension, reinstatement, re-entry, repossession and redemption laws now or hereafter in force, the benefit of any laws now or hereafter in force exempting property from liability for rent or for debt or limiting Lessor with respect to the election of remedies, all rights of marshaling in the event of any sale of Lessee’s interest in the Pipeline System or any interest therein, and any other rights which might otherwise limit or modify any of Lessor’s rights or remedies under this Section 15.B;

Lessor shall be entitled to enforce payment of the indebtedness from Lessee to Lessor hereunder and performance of the obligations of Lessee for the benefit of Lessor secured hereby and to exercise all rights and powers under this instrument or under any of the other Financing Lease Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the obligations secured hereby may now or hereafter be otherwise secured, whether by mortgage, security agreement, pledge, lien, assignment or otherwise.  Neither the acceptance of this instrument nor its enforcement, shall prejudice or in any manner affect Lessor’s right to realize upon or enforce any other security now or hereafter held by Lessor, it being agreed that Lessor shall be entitled to enforce this instrument and any other security now or hereafter held by Lessor in such order and manner as Lessor may determine in its absolute discretion.  No remedy herein conferred upon or reserved to Lessor is intended to be exclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.  Every power or remedy given by any of the Financing Lease Documents to Lessor or to which it may otherwise be entitled, may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Lessor.  In no event shall Lessor, in the exercise of the remedies provided in this instrument (including, without limitation, the appointment of a receiver and the entry of such receiver onto all or any part of the Pipeline System), be deemed a “mortgagee in possession”, and Lessor shall not in any way be made liable for any act, either of commission or omission, in connection with the exercise of such remedies.

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If, pursuant to the exercise by Lessor of its remedies pursuant to this Section 15.B (including acceleration), the Financing Lease Prepayment Amount has been paid in full and Lessor receives proceeds greater than the Financing Lease Prepayment Amount, then Lessor shall remit to Lessee any excess amounts actually received by Lessor after application of the proceeds of any foreclosure sale in accordance with Applicable Laws, including without limitation payment of the costs of such foreclosure sale.  If, provided that Lessee has complied with the provisions of Section 15.B(1), pursuant to the exercise by Lessor of its remedies pursuant to this Section 15.B (including acceleration), the Financing Lease Prepayment Amount has been paid in full, then, if the Pipeline System has not been foreclosed upon or otherwise sold as permitted pursuant to the permitted exercise by Lessor of it remedies described in Section 15.B, at the sole cost and expense of Lessee, Lessor shall reassign and release to Lessee Lessor’s interest in the Pipeline System pursuant to the Lessor Release Mechanics.

Upon the occurrence of a Lease Event of Default and the expiration of any applicable cure or grace period provided herein with respect thereto, Lessor shall have the option, but not the obligation, to perform a covenant on Lessee’s behalf and in connection therewith, incur reasonable expenses for the account of Lessee, and any and all such sums expended or obligations reasonably incurred by Lessor in connection therewith shall be paid by Lessee to Lessor within thirty (30) days following written invoice from Lessor.

C.           Lessee Exchange or Prepayment Options.  Upon the occurrence of any of the circumstances set forth in Section 3.C(1) through 3.C(7), Lessee shall have the option, but not the obligation, but only within thirty (30) days of the occurrence of any such event, to notify Lessor of its intention to exercise either the Cash Prepayment Option or Exchange Note Option.  Upon Lessor’s delivery of the demand described in Section 15.B(1), Lessee shall have the obligation to consummate either the Cash Prepayment Option or Exchange Note Option, on and in accordance with, and within the time period prescribed by, the Prepayment or Exchange Terms (as defined below), except that upon the occurrence of an Airgas Rights Determination, Lessee shall be obligated to consummate the Cash Prepayment Option in accordance with, and within the time period prescribed by, the Prepayment or Exchange Terms.  Upon either an election by Lessee as provided in the first sentence above or a demand by Lessor as provided in the second sentence above, the applicable option, shall be consummated on and in accordance with the Prepayment or Exchange Terms (as defined below).  As used herein, “Prepayment or Exchange Terms” shall mean the consummation of either the Cash Prepayment Option or the Exchange Note Option whereby (i) the parties shall cooperate in good faith to consummate the applicable option as soon as reasonably possible, and if the parties are unable to consummate the applicable option within thirty (30) days of any of Lessee’s notice, Lessor’s demand or the occurrence of an Airgas Rights Determination, as applicable, the parties shall submit to an arbitration proceeding conducted in accordance with Section 22.H below to resolve any remaining issues related thereto; and (ii) the closing of such prepayment shall occur in accordance with the Lessor Release Mechanics.  The applicable option shall be consummated either (a) by the Lessee paying the Financing Lease Prepayment Amount in immediately available funds (the “Cash Prepayment Option”), or (b) if no Cash Prepayment Only Default has occurred and is continuing, then at the Lessee’s election (the “Exchange Note Option”), by Lessee executing and delivering to Lessor a promissory note (the “Exchange Note”) in the form attached hereto as Exhibit E, in an original principal amount equal to the principal amount then outstanding under this Financing Lease as of the date of such Exchange Note (and with the amortization schedule to such Exchange Note matching exactly the remaining amortization schedule set forth on Exhibit B hereto, with any amount by which the Financing Lease Prepayment Amount exceeds the principal amount then outstanding under this Financing Lease at such time being required to be paid to Lessor contemporaneously with delivery of the Exchange Note), secured by one or more deeds of trust and mortgages granting a lien on the Pipeline System (the “Exchange Mortgages”) in the forms attached hereto as Exhibit F-1 and Exhibit F-2, and the payment of which is guaranteed by DRI pursuant to a guaranty agreement dated as of the date of the Exchange Note executed and delivered by DRI  in the form attached hereto as Exhibit G (the “Exchange Guaranty”), the UCC financing statements in the forms attached hereto as Exhibit H-1 and Exhibit H-2 (the “Exchange Financing Statements” and together with the Exchange Note, the Exchange Mortgages and the Exchange Guaranty, collectively the “Exchange Documents”).  The Exchange Documents are in renewal, extension and rearrangement of the indebtedness and the Liens created in and by this Financing Lease.  Notwithstanding that Lessee has elected to exercise the Exchange Note Option, at any time prior to consummation of such option, Lessee may irrevocably elect to prepay the Financing Lease Prepayment Amount in immediately available funds, in which case (a) such prepayment shall be due within 3 Business Days of such election and (b) the Lessor shall substantially contemporaneously comply with the Lessor Release Mechanics.  With respect to any consummation of the Cash Prepayment Option, the Financing Lease Prepayment Amount will be such amount calculated as of the date such prepayment is made.

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D.           Financial Assurance.  In addition to the remedies provided in Section 15.B above, upon the occurrence of a Lease Event of Default pursuant to Section 15A(2), (5), (6) or (7) above, Lessor may require that Lessee deliver to Lessor Financial Assurances within ten (10) days following such event.

E.           Default Interest.  While any Lease Event of Default has occurred and is continuing, or while any payment of Base Rent hereunder has not been paid in full as and when due hereunder (even if no Lease Event of Default then exists due to the provisions of Section 15A(2)), all amounts outstanding hereunder (including, without limitation, the full unpaid principal balance (as set forth in Exhibit B)) shall bear additional interest (“Default Interest”) at the rate of twelve and 25/100 percent (12.25%) per annum (“Default Interest Rate”).  However, in determining the amount of Default Interest required to be paid to cure a payment default pursuant to Section 15A(2), Default Interest shall be an amount equal to an additional two percent (2%) per annum on the full balance shown on Exhibit B after the application of the previous non-defaulted payments made by Lessee.  In addition, if any amount (other than as described in the preceding sentences of this Section 15.E) is not paid in full to Lessor as and when due hereunder, such amount shall bear interest at the Default Interest Rate from the earlier of the two dates described in clause (ii) of Section 15A(2) until paid in full.

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F.           Successful Exchange or Prepayment Option.  If Lessee consummates an Exchange or Prepayment Option in accordance with the requirements of this Financing Lease and Section 2(b) and (d) of the C&A, then, notwithstanding anything to the contrary in the Financing Lease Documents, Lessor will comply with the Lessor Release Mechanics.

16.           Estoppels.  Each party agrees, from time to time, within ten (10) days after request of the other, to deliver to the requesting party, or its designee, an estoppel certificate stating whether or not this Financing Lease is in full force and effect, the date to which Base Rent has been paid, the unexpired term of this Financing Lease and such other factual matters pertaining to this Financing Lease as deemed reasonably necessary by the requesting party.

17.           Notices.  Any notice or communication required or permitted in this Financing Lease shall be given in writing, sent by (a) personal delivery, or (b) expedited delivery service with proof of delivery, or (c) United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed:

if to Lessor, as follows:

c/o Genesis Energy, L.P.

500 Dallas, Suite 2500

Houston, Texas 77002

Fax No.: (713) 860-2640

Attention:  Joseph A. Blount, President and Chief Operations Officer

with a copy (which shall not constitute notice) to:

c/o Akin Gump Strauss Hauer & Feld LLP

1111 Louisiana

44th Floor

Houston, Texas 77002

Fax No.: (713) 236-0822

Attention:  J. Vincent Kendrick, Esq.

and, if to Lessee, as follows:

c/o Denbury Onshore, LLC

5100 Tennyson Parkway, Suite 1200

Plano, Texas 75024

Fax No.: (972) 673-2150

Attention: Phil Rykhoek, Chief Financial Officer

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with a copies (which shall not constitute notice) to:

c/o Denbury Resources, Inc.

5100 Tennyson Parkway

Suite 1200

Plano, Texas 75024

Attn: H. Raymond Dubuisson, Vice President – Land

Baker & Hostetler LLP

1000 Louisiana, Suite 2000

Houston, Texas 77002

Fax No.: (713) 276-1626

Attention: Donald W. Brodsky, Esq.

or to such other address or to the attention of such other person as shall be designated by the applicable party and on fifteen (15) days notice from time to time in writing and sent in accordance herewith. Any such notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of delivery service or mail, upon receipt.

18.           Limitation of Liability.  NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OF OR FAILURE TO PERFORM UNDER THIS FINANCING LEASE, EXCEPT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES PAID BY AN INDEMNIFIED PARTY TO A THIRD PARTY WITH RESPECT FOR WHICH INDEMNIFICATION IS PROVIDED TO THE INDEMNIFIED PARTY BY THE INDEMNIFYING PARTY UNDER SECTION 12 ABOVE.

19.           Casualty and Condemnation.  Subject to the provisions of this Section 19, if all or a portion of the Pipeline System is damaged or destroyed in whole or in part by a Casualty or if the use, access, occupancy, easement rights or title to the Pipeline System or any part thereof, is the subject of a Condemnation, then

(1)           in the case of a Casualty affecting the Pipeline System that is not an Event of Loss, any insurance proceeds payable with respect to such Casualty shall be paid directly to Lessee (or if received by Lessor, shall be paid over to Lessee) for the sole purpose of reconstruction, refurbishment and repair of the Pipeline System; provided, however, that in the event that either (x) such reconstruction, refurbishment or repair cannot be completed prior to the end of the Lease Term or (y) Lessee shall elect not to use such proceeds for the reconstruction, refurbishment or repair of the Pipeline System, then all such insurance proceeds payable with respect to such Casualty shall be paid to Lessor to be applied towards the payment of the Financing Lease Prepayment Amount, first to expenses and Claims (other than as set forth in second and third below) then owing to Lessor under the Financing Lease Documents and/or Section 5(g) of the C&A, second to unpaid interest due and owing hereunder, and third to the principal component of the Base Rent in inverse order of maturity;

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(2)           in the case of a Condemnation of any part of the Pipeline System that is not an Event of Loss, any award or compensation relating thereto shall be paid to Lessee for the sole purpose of restoration of the Pipeline System; provided, however, that if such restoration cannot be completed prior to the end of the Lease Term, then such award or compensation shall be paid to Lessor to be applied towards the payment of the Financing Lease Prepayment Amount, first to expenses and Claims (other than as set forth in second and third below) then owing to Lessor under the Financing Lease Documents and/or Section 5(g) of the C&A, second to unpaid interest due and owing hereunder, and third to the principal component of the Base Rent in inverse order of maturity;

(3)           in the case of any Casualty or Condemnation that is an Event of Loss, such award or compensation shall be paid to Lessor to be applied (x) at the option of Lessee, to the restoration of the Pipeline System where, in the reasonable opinion of Lessee and Lessor, such amounts received are sufficient to complete such restoration and such restoration may be completed prior to the end of the Lease Term; provided, however, that such option may be exercised only by written notice from Lessee to Lessor delivered no more than forty-five days following such Event of Loss, or (y) toward the payment of the Financing Lease Prepayment Amount, first to expenses and Claims (other than as set forth in second and third below) then owing to Lessor under the Financing Lease Documents and/or Section 5(g) of the C&A, second to unpaid interest due and owing hereunder, and third to the principal component of the Base Rent in inverse order of maturity;

provided, however, that, in each case, if a Lease Event of Default shall have occurred and be continuing, such award, compensation or insurance proceeds shall be paid directly to Lessor or, if received by Lessee, shall be held in trust for Lessor, and shall be paid by Lessee to Lessor.  All amounts held by Lessor when a Lease Event of Default exists hereunder on account of any award, compensation or insurance proceeds either paid directly to Lessor or any other Person pursuant to the Financing Lease Documents and/or Section 5(g) of the C&A or turned over to Lessor or to any other Person pursuant to the Financing Lease Documents and/or Section 5(g) of the C&A shall at the option of Lessor either be (i) paid to Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with clause (6) of this Section 19, or (ii) applied to the repayment of the Financing Lease Prepayment Amount, first to expenses and Claims (other than as set forth in second and third below) then owing to Lessor under the Financing Lease Documents and/or Section 5(g) of the C&A, second to unpaid interest due and owing hereunder, and third to the principal component of the Base Rent in inverse order of maturity.

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(4)           Lessee may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof.  At Lessee’s reasonable request, and at Lessee’s sole cost and expense, Lessor shall participate in any such proceeding, action, negotiation, prosecution or adjustment.  Lessor and Lessee agree that this Financing Lease shall control the rights of Lessor and Lessee in and to any such award, compensation or insurance payment.

(5)           If Lessor or Lessee shall receive notice of a Casualty or of an actual, pending or threatened Condemnation of the Pipeline System or any interest therein, Lessor or Lessee, as the case may be, shall give notice thereof to the other promptly after the receipt of such notice.

(6)           If pursuant to this Section 19, this Financing Lease shall continue in full force and effect following a Casualty or Condemnation with respect to the Pipeline System, Lessee shall, at its sole cost and expense (and, without limitation, if any award, compensation or insurance payment is not sufficient to restore the Pipeline System in accordance with this clause (6), Lessee shall pay the shortfall), promptly and diligently repair any damage to the Pipeline System caused by such Casualty or Condemnation in conformity with the prudent industry practice, to restore the Pipeline System to substantially the same condition, operative value and useful life as existed immediately prior to such Casualty or Condemnation.  In such event, title to the Pipeline System shall remain with Lessor subject to the terms of this Financing Lease.  Upon completion of such restoration, Lessee shall furnish to Lessor a certificate signed by an authorized officer of Lessee confirming that such restoration has been completed pursuant to this Financing Lease.

(7)           In no event shall a Casualty or Condemnation affect Lessee’s obligations to pay Base Rent or to perform its obligations and pay any amounts due at the termination of the Lease Term or otherwise as required by this Financing Lease.

(8)           Any Excess Casualty/Condemnation Proceeds received by Lessor in respect of a Casualty or Condemnation shall be turned over to Lessee.

(9)           Notwithstanding anything to the contrary stated above in this Section 19, Lessee shall have no obligation to repair or restore the Pipeline System during the final five (5) years of the Lease Term, provided that Lessee continues to pay Base Rent in accordance with Section 4.A above and the condition of the Pipeline System complies with Applicable Laws, and that the parties comply with their respective obligations set forth in Section 3.B above.  In the event Lessee elects, by providing written notice to Lessor, not to repair or restore the Pipeline System during such final five (5) year period, any Casualty or Condemnation proceeds shall be applied first to expenses and Claims (other than as set forth in second and third below) then owing to Lessor under the Financing Lease Documents and/or Section 5(g) of the C&A, second to unpaid interest due and owing hereunder, and third to the principal component of the Base Rent in inverse order of maturity.

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20.           Environmental Matters.  Promptly upon Lessee obtaining Knowledge of the existence of a violation of Environmental Law with respect to the Pipeline System for which the cost of remediation or of steps to comply with applicable permits is then expected to exceed $500,000, Lessee shall notify Lessor in writing of such violation.  Lessee shall, at its sole cost and expense, promptly and diligently commence any response, clean up, remedial or other action required by Applicable Law to remove, clean up or remediate each such violation.  Lessee shall, upon completion of remedial action by Lessee for any such violation described in the first sentence of this Section 20, cause to be prepared by a nationally recognized environmental consultant acceptable to Lessor and Lessee (which acceptance shall not be unreasonably withheld or delayed) a report describing such violation of Environmental Law and the actions taken by Lessee (or its agents) in response to such violation, and a statement by the consultant that such violation has been remedied in compliance in all material respects with applicable Environmental Laws.  Nothing in this Section 20 shall limit Lessee’s indemnification obligations set forth elsewhere in this Financing Lease

21.           Notice of Environmental Matters.  Promptly, but in any event within thirty (30) days from the date Lessee obtains Knowledge thereof pursuant to written notice from any Governmental Body, Lessee shall provide to Lessor written notice of any pending or threatened claim, action or proceeding involving any Environmental Laws or any Release in connection with the Pipeline System for which the cost of remediation or of steps to comply with applicable permits is then expected to exceed $500,000.  All such notices shall describe in reasonable detail the nature of the claim, action or proceeding and Lessee’s proposed response thereto.  In addition, Lessee shall provide to Lessor, within thirty (30) Business Days of receipt, copies of all material written communications with any Governmental Body relating to any such violation of Environmental Law or Release in connection with the Pipeline System.  In the event that Lessor receives written notice of any pending or threatened claim, action or proceeding involving any Environmental Laws or any Release on or in connection with the Pipeline System, Lessor shall promptly give notice thereof to Lessee.

22.           Miscellaneous.

A.           Headings/Gender. Words of any gender used in this Financing Lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. The captions inserted in this Financing Lease are for convenience only and in no way define, limit or otherwise describe the scope or intent of this Financing Lease, or any provision hereof, or in any way affect the interpretation of this Financing Lease.

B.           Successors and Assigns.  Without limiting the terms of Section 14 above, the terms, provisions and covenants and conditions contained in this Financing Lease shall apply to, inure to the benefit of, and be binding upon, the parties hereto and upon their respective heirs, executors, personal representatives, legal representatives, successors and assigns, except as otherwise herein expressly provided.  Except as provided in the preceding sentence, this Financing Lease is not for the benefit, and shall not be enforceable by, any third party.

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C.           Entire Agreement.  This Financing Lease and the Closing Agreement constitute the entire understandings, covenants and agreements of Lessor and Lessee with respect to the lease of the Pipeline System, and together with the Financing Lease Documents and the C&A, constitutes the entirety of the agreements of Lessor and Lessee with respect to the Pipeline System.  In the event of any conflict between the terms of the C&A and the Financing Lease Documents, the parties agree that the C&A shall control.  Lessor and Lessee each acknowledge that with respect to this Financing Lease, no representations, inducements, promises or agreements, oral or written, have been made by Lessor or Lessee, or anyone acting on behalf of Lessor or Lessee, which are not contained herein, and any prior agreements, promises, negotiations, or representations not expressly set forth in this Financing Lease are of no force or effect.

D.           Severability. If any clause or provision of this Financing Lease is illegal, invalid, or unenforceable under present or future laws effective during the Lease Term, then and in that event, it is the intention of the parties hereto that the remainder of this Financing Lease shall not be affected thereby, and it is also the intention of the parties to this Financing Lease that in lieu of each clause or provision of this Financing Lease that is illegal, invalid or unenforceable, there be added, as a part of this Financing Lease, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable.

E.           Counterparts. This Financing Lease may be executed in counterparts, each being deemed an original, but together constituting only one instrument.

F.           Time for Performance.  TIME IS OF THE ESSENCE WITH RESPECT TO ALL PERFORMANCE OBLIGATIONS CONTAINED IN THIS FINANCING LEASE.

G.           Governing Law. THIS FINANCING LEASE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MISSISSIPPI WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES THAT WOULD DIRECT APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT IT IS MANDATORY THAT THE LAW OF SOME OTHER JURISDICTION, WHEREIN THE PIPELINE SYSTEM IS LOCATED, SHALL APPLY.

H.           Arbitration.  In the event of a dispute between the parties as to any matter arising under this Financing Lease, such dispute shall be resolved in accordance with the dispute resolution provisions described in Exhibit C attached hereto and incorporated herein by reference for all purposes.

I.           Waiver. No waiver by either party of any provision of this Financing Lease or of any default, event of default or breach hereunder shall be deemed to be a waiver of any other provision of this Financing Lease, or of any subsequent default, event of default or breach of the same or any other provision. Either party’s consent to or approval of any act requiring consent or approval shall not be deemed to render unnecessary the obtaining of consent to or approval of any subsequent act requiring consent.

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J.           Interpretation.  Neither anything in this Financing Lease, nor any act of either party hereunder, shall ever be construed as creating the relationship of principal and agent, or a partnership, or a joint venture or enterprise between the parties hereto.  References to agreements or other contractual instruments shall include all amendments, restatements, modifications and supplements thereto to the extent not prohibited by this Financing Lease, the C&A, or the NEJD Intercompany Collateral Agreement, the NEJD Intercompany Note and the Financing Agreements (as such terms are defined in the C&A).

K.           Amendments.  This Financing Lease may not be modified or amended, except by an agreement in writing signed by Lessor and Lessee. The parties may waive any of the conditions contained herein or any of the obligations of the other party hereunder, but any such waiver shall be effective only if in writing and signed by the party waiving such conditions or obligations, except as specifically set forth herein.

L.           Exhibits.  All exhibits referenced herein as being attached hereto are hereby incorporated herein by reference as if set forth in full in this Financing Lease.

M.           Recording.  A memorandum of this Financing Lease will be recorded or filed by any party in or with the appropriate records of each county in the State of Mississippi in which any portion of the Pipeline System is located, substantially in the form attached hereto as Exhibit I-1, and a Notice of Lease will be recorded in the conveyance and mortgage records of each Parish of the State of Louisiana in which any portion of the Pipeline System is located, substantially in the form attached hereto as Exhibit I-2.  If requested by the recording or filing party, the other party shall cooperate with the recording or filing party’s efforts and furthermore, the other party shall execute any documents or agreements necessary to effectuate the recording or filing of a memorandum of this Financing Lease.

N.           Merger of Title.  There shall be no merger of this Financing Lease or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, in whole or in part, (a) this Financing Lease or the leasehold estate created hereby or any interest in this Financing Lease or such leasehold estate, and (b) a beneficial interest in Lessor.

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

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P.           Specific Performance.  The parties hereto agree that, if Lessor does not comply with the Lessor Release Mechanics as and when required hereunder, Lessee may enforce such obligations by specific performance.

Q.           Supplements to Lease Financing Documents.  Lessor and Lessee shall from time to time enter into such supplements to the Financing Lease Documents as are necessary to (i) provide additional and/or corrected property descriptions for the Pipeline System and (ii) confirm the Liens created by this Financing Lease and the Memorandum of Lease to include any such additional property.

[Signatures on following page]

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EXECUTED BY LESSOR AND LESSEE, as of the date first written above.

GENESIS NEJD PIPELINE, LLC
By:	/s/ Ross A. Benavides
Name:	Ross A. Benavides
Title:	Chief Financial Officer
DENBURY ONSHORE, LLC
By:	/s/ Phil Rykhoek
Name:	Phil Rykhoek
Title:	Senior Vice President and Chief Financial Officer

EX-10.2

Exhibit 10.2

PIPELINE PURCHASE AND SALE AGREEMENT

BY AND AMONG

DENBURY ONSHORE, LLC,

AND

GENESIS FREE STATE PIPELINE, LLC

for the Free State Pipeline System in Eastern Mississippi

Dated: May 30, 2008

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS		1
1.1	Defined Words and Terms	1
ARTICLE II. DESCRIPTION OF PIPELINE SYSTEM		4
2.1	Description of Pipeline System	4
2.2	Assumed Liabilities	5
2.3	Excluded Liabilities	5
ARTICLE III. PURCHASE AND SALE OF PIPELINE SYSTEM		6
3.1	Sale and Delivery of Pipeline System	6
3.2	Consideration	6
3.3	Closing	7
3.4	Allocation of Purchase Price	7
3.5	Deliverables at Closing	7
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER		9
4.1	Organization and Authority	9
4.2	Execution and Effect	10
4.3	No Violation	10
4.4	Title to Rights of Way	10
4.5	Title to Pipeline and Equipment	10
4.6	Litigation	11
4.7	Compliance with Applicable Law	11
4.8	Condition of Pipeline System	11
4.9	Taxes	11
4.10	Preferential Purchase Rights	11
4.11	Environmental Matters	11
4.12	Contracts and Rights of Way	12
4.13	Disclosure	12
4.14	No Unsatisfied Liabilities	12
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF PURCHASER		13
5.1	Organization and Authority	13

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5.2	Execution and Effect	13
5.3	No Violation	13
5.4	Sufficiency of Funds	14
5.5	Disclaimer	14
5.6	Evaluation by Purchaser	14
5.7	Fairness Opinion	14
5.8	Compliance with Laws	15
5.9	Disclosure	15
ARTICLE VI. OTHER AGREEMENTS AND OBLIGATIONS OF THE PARTIES		15
6.1	Assignments Requiring Consents, Preferential Purchase Rights	15
6.2	No Solicitation of Employees	16
6.3	Incidental Contamination	16
6.4	Document Retention	16
6.5	Further Assurances	17
ARTICLE VII. SURVIVAL OF OBLIGATIONS; INDEMNIFICATION		17
7.1	Survival of Obligations	17
7.2	Indemnification by Seller	17
7.3	Indemnification by Purchaser	18
7.4	Indemnification Procedures	19
7.5	Certain Limitations on Indemnification	19
7.6	Tax Treatment of Indemnity Payments	20
7.7	No Consequential Damages	20
7.8	Exclusive Remedy	21
ARTICLE VIII. TAXES -PRORATIONS AND ADJUSTMENTS		21
8.1	Proration	21
8.2	Sales Taxes	22
8.3	Cooperation	22
8.4	Payables	22
ARTICLE IX. DISPUTE RESOLUTION		23
9.1	Dispute Resolution	23
ARTICLE X. MISCELLANEOUS		23
10.1	No Brokers	23
10.2	Expenses	23

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10.3	Further Assurances	23
10.4	Assignment; Parties in Interest	23
10.5	Entire Agreement; Amendments	23
10.6	Severability	24
10.7	Interpretation	24
10.8	Notices	24
10.9	Waiver of Rescission	25
10.10	Governing Law	25
10.11	Counterparts	25
10.12	Exhibits	25
10.13	No Third-Party Beneficiary	25
10.14	Use of Seller’s Name	25
10.15	Conflict with Conveyance Agreements	25
10.16	Denbury Guaranty	25
10.17	Tax Opinion to Genesis MLP and Genesis Energy, Inc.	26

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PIPELINE PURCHASE AND SALE AGREEMENT

THIS PIPELINE PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into on this 30th day of May, 2008, by and between DENBURY ONSHORE, LLC (the “Seller”), a Delaware limited liability company, and GENESIS FREE STATE PIPELINE, LLC (the “Purchaser”), a Delaware limited liability company.  Seller and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS:

Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, the Pipeline System (as hereinafter defined) and related assets on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I.

DEFINITIONS

1.1           Defined Words and Terms. Except where the context otherwise indicates another or different meaning or intent, the following words and terms as used herein shall have the meanings indicated:

(a)           The term “Affiliate” in reference to any Person, means and includes any Person which directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person.  The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any Person, whether through ownership of voting securities, by contract or otherwise. For purposes of this Agreement only and without thereby altering the determination of the existence of an affiliate relationship of Purchaser and Seller for other circumstances, when used with reference to (i) Purchaser, “Affiliate” shall include Genesis MLP, its subsidiaries and its general partner, Genesis Energy, Inc., and (ii) Seller, “Affiliate” shall include Denbury and its subsidiaries excluding those entities described in (i).

(b)           The term “Applicable Laws” means and includes any and all laws, ordinances, orders, rules, regulations and other legal requirements of all Governmental Bodies having jurisdiction over the use, occupancy, operation and maintenance of the Pipeline System, as such may be amended or modified from time to time.

(c)           The term “Effective Time” shall have the meaning set forth in Section 3.1 below.

(d)           The term “Environmental Costs and Liabilities” means, with respect to any Person, all liabilities, obligations, responsibilities, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any of the foregoing by any other Person or in response to any violation of or liability under any Environmental Law, to the extent based upon, related to, or arising under or pursuant to any Environmental Law, Environmental Permit, order or agreement with any Governmental Body or other Person, which relates to any environmental condition, violation of Environmental Law or a Release or threatened Release of Hazardous Materials, whether known or unknown, accrued or contingent, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute.

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(e)           The term “Environmental Law” means any foreign, federal, state or local statute, regulation, ordinance or other legal requirement as now or hereafter in effect in any way relating to the protection of or regulation of, the environment or natural resources, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. § 5101 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), and the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), as those laws have been amended, any analogous laws and the regulations promulgated pursuant thereto.

(f)           The term “Environmental Permit” means any Permit required by Environmental Laws for the operation of the Pipeline System.

(g)           The term “Governmental Body” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal, state, or local, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

(h)           The term “Hazardous Material” means any substance, material or waste which is regulated, classified, or subject to liability under or pursuant to any Environmental Law, including, without limitation, petroleum and its by-products, asbestos, polychlorinated biphenyls, radon, mold or other fungi, and urea formaldehyde insulation.

(i)           The term “Knowledge” means as follows: (i) with respect to Purchaser, the individuals listed on Exhibit 1.1(i)(1), or their respective successors in the same or similar officer positions, shall be deemed to have knowledge of a particular fact or other matter if such individual is consciously aware of such fact or other matter at the time of determination after due inquiry; and (ii) with respect to Seller, the individuals listed on Exhibit 1.1(i)(2), or their respective successors in the same or similar officer positions, shall be deemed to have knowledge of a particular fact or other matter if such individual is consciously aware of such fact or other matter at the time of determination after due inquiry.

(j)           The term “Permits” means any approvals, authorizations, consents, licenses, permits or certificates.

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(k)           The term “Permitted Encumbrances” shall mean: (a) any liens for Pipeline System Taxes that are not yet due and payable; (b) materialmen’s, mechanic’s, repairmen’s, employees’, contractors’ and other similar liens or charges arising in the ordinary course of business; (c) all rights reserved to or vested in any governmental, statutorial or public authority to control or regulate any of the real property interests constituting a part of the Pipeline System; and (d) easements, rights of way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the Pipeline System as it is currently being used or materially interfere with the ordinary conduct of the Pipeline System.

(l)           The term “Person” means any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.

(m)           The term “Pipeline System” shall have the meaning set forth in Section 2.1 below.

(n)           The term “Pipeline System Taxes” means all Taxes specifically assessed against the Pipeline System, including Taxes imposed on the use, occupancy or possession of the Pipeline System but specifically not including any gross receipts, income or franchise taxes, or other taxes of the nature of income taxes that are imposed upon the Pipeline System or the owner thereof.  

(o)           The term “Related Agreements” means those three (3) Meter Station and Pipeline Lateral Easement and Road Use Agreements (“Easement and Road Agreements”) between Purchaser as Grantee and Seller as Grantor, dated as of the date hereof, made with respect to the Eucutta Field, the Soso Field, and the Martinville Field, and those two (2) Agreements to Provide Electrical Power (“Power Agreements”) between Seller and Purchaser, dated as of the date hereof, made with respect to the Eucutta Field and the Soso Field.

(p)           The term “Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, or leaching into the indoor or outdoor environment, or into or out of any property.

(q)           The term “Remedial Action” means all actions to (i) clean up, remove, treat or in any other way address any Hazardous Material; (ii) prevent the threatened Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care; or (iv) to correct a condition of non-compliance with Environmental Laws.

(r)           The term “Tax” or “Taxes” means, however denominated, (x) any and all taxes, assessments, customs, duties, levies, fees, tariffs, imposts, deficiencies and other governmental charges of any kind whatsoever (including, but not limited to, taxes on or with respect to net or gross income, franchise, profits, gross receipts, capital, sales, use, ad valorem, value added, transfer, real property transfer, transfer gains, transfer taxes, inventory, escheats, unclaimed property, capital stock, license, payroll, employment, social security, unemployment, severance, occupation, real or personal property, estimated taxes, rent, excise, occupancy, recordation, bulk transfer, intangibles, alternative minimum, doing business, withholding and stamp), together with any interest thereon, penalties, fines, damages costs, fees, additions to tax or additional amounts with respect thereto, imposed by any federal, state or local taxing authority of any jurisdiction; (y) any liability for the payment of any amounts described in clause (x) as a result of being a member of an affiliated, consolidated, combined, unitary or similar group or as a result of transferor or successor liability; and (z) any liability for the payments of any amounts as a result of being a party to any tax sharing agreement or as a result of any express or implied obligation to indemnify any other person with respect to the payment of any amounts of the type described in clause (x) or (y).

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(s)           The term “Tax Return” means any report, return, document, declaration or other information or filing (including any amendments, elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to any federal, state or local taxing authority or jurisdiction with respect to Taxes, including, where permitted or required, combined or consolidated returns for any group of entities that includes either Party or any subsidiary of any such Party, any documents with respect to or accompanying payments of estimated taxes, or with respect to or accompanying requests for the extension of time in which to file any such report, return, document, declaration or other information.

ARTICLE II.

DESCRIPTION OF PIPELINE SYSTEM

2.1           Description of Pipeline System.

(a)           As used herein, the term “Pipeline System” shall mean the existing Free State pipeline system in Eastern Mississippi, which extends from the upstream flange of the motor control valve which is downstream of Seller’s Free State metering facilities at Seller’s Jackson Dome Field dehydration facilities to the inlet valves which are downstream of all delivery points on the pipeline, including the 4.4 mile lateral pipeline to the Martinville Field, as more specifically described in Exhibit A.

(b)           The specific assets and properties comprising the Pipeline System shall also include the following:

(i)           the pipeline comprising the Free State pipeline system (the “Pipeline”);

(ii)          the surface leases, easements, rights of way, Permits and other grants described in Exhibit B (collectively, the “Rights of Way”);

(iii)         the contracts, agreements and instruments listed in Exhibit C (the “Contracts”);

(iv)         the motor control valves, side valves, and meters, as shown on Exhibit A (the “Equipment”);

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(v)          as they may exist on the Closing Date, copies of all studies, analyses, as-built drawings, blueprints, plans, constructions, specifications, surveys, reports, diagrams, and repair records related to the Pipeline System;

(vi)         to the extent transferable to Purchaser, all warranties, indemnities and guarantees to Seller from Seller’s vendors and suppliers with respect to materials, goods or services supplied to Seller in connection with the construction, operation, repair and maintenance of the Pipeline System; and

(vii)        all rights, claims or causes of action pertaining to the Pipeline System.

(c)           Purchaser acknowledges that portions of the Pipeline System (including lateral lines) are located on fee property owned by Seller and Purchaser shall have access to such portions pursuant to Easement and Road Agreements, as discussed hereunder, and Purchaser shall have power supplied to such portions pursuant to Power Agreements, as discussed hereunder.

2.2           Assumed Liabilities.  At Closing, Purchaser shall assume and timely perform, perform and discharge in accordance with their respective terms, the following liabilities and obligations of Seller (collectively, the “Assumed Liabilities”):

(a)           all liabilities and obligations of Seller with respect to the Rights of Way or under the Contracts that are due or to be performed after the Closing Date;

(b)           any transfer taxes applicable to the transfer of the Pipeline System;

(c)           all liabilities and obligations relating to prorated Pipeline System Taxes and other prorated amounts required to be paid by Purchaser arising under Article VIII of, or arising elsewhere under, this Agreement; and

(d)           all other liabilities and obligations with respect to the Pipeline System or the use, occupancy, ownership, maintenance or operation thereof, including but not limited to liabilities and obligations for Pipeline System Taxes not covered by Section 2.2(c) above, that first exist and arise, or are due or to be performed, from and after the Effective Time on the Closing Date, as those terms are defined in Article III below.

2.3           Excluded Liabilities

.  Notwithstanding anything hereinto the contrary, the Purchaser shall not and does not assume or agree to pay, perform or discharge any Excluded Liabilities.  The “Excluded Liabilities” means:

(a)           all liabilities and obligations of Seller with respect to the Rights of Way or under the Contracts that are due or to be performed on or prior to the Closing Date;

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(b)           all liabilities and obligations relating to prorated Pipeline System Taxes and other prorated amounts required to be paid by Seller arising under Article VIII of, or arising elsewhere under, this Agreement;

(c)           all other liabilities and obligations with respect to the Pipeline System or the use, occupancy, ownership, maintenance or operation thereof that first exist and arise, or are due to be performed prior to the Effective Time on the Closing Date;

(d)           all liabilities and obligations of Seller for Taxes (expressly excluding those transfer taxes specifically assumed by Purchaser pursuant to Section 2.2(b) above and those Pipeline System Taxes expressly assumed by Purchaser pursuant to Section 2.2(c) and Section 2.2(d) above); and

(e)           all other obligations or liabilities of Seller or otherwise related to the Pipeline System not included within the definition of Assumed Liabilities.

ARTICLE III.

PURCHASE AND SALE OF PIPELINE SYSTEM

3.1           Sale and Delivery of Pipeline System.  Upon the terms and subject to the conditions set forth in this Agreement, at the Closing provided for in Section 3.3, Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, as of the Effective Time (as defined below) on the Closing Date (as defined in Section 3.3 hereof), all of Seller’s right, title and interest in and to the Pipeline System, free of all liens, charges, mortgages, security interests, pledges or other encumbrances of any nature whatsoever, claimed by any party claiming by, through or under Seller but not otherwise, except for Permitted Encumbrances.  The “Effective Time” shall mean 7:00 a.m. Central Standard Time on the Closing Date.

3.2           Consideration.  Upon the terms and subject to the conditions set forth in this Agreement, in consideration of the aforesaid sale, conveyance, assignment, transfer and delivery of all of Seller’s rights, title and interest in and to the Pipeline System as provided in Section 3.1 above, Purchaser will assume all Assumed Liabilities in connection with the Pipeline System from and after Closing, and Purchaser shall pay to Seller consideration totaling Seventy-Five Million and No/100 Dollars ($75,000,000) (the “Purchase Price”), consisting of the following: (a) Fifty Million and No/100 Dollars ($50,000,000) in immediately available funds to be paid to Seller by Federal Reserve wire transfer, plus (b) issuance to Seller or its affiliates by Genesis Energy, L.P. (“Genesis MLP”) of that number of Common Units of Genesis MLP representing limited partner interest in Genesis MLP (“Genesis Common Units”) determined by dividing Twenty-Five Million and No/100 Dollars ($25,000,000) by the average, closing price on the American Stock Exchange of a Genesis Common Unit during the five consecutive trading days ending on the date that is the second trading day immediately following the Closing Date, and rounding such number of Genesis Common Units up to the nearest whole number of Genesis Common Units.

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3.3           Closing.  The closing of the sale and purchase contemplated by this Agreement (the “Closing”) shall take place on the date of this Agreement as hereinabove stated.  The date on which the Closing occurs is referred to herein as the “Closing Date.”

3.4           Allocation of Purchase Price.  The Purchase Price shall be allocated among the assets and properties comprising the Pipeline System acquired by the Purchaser from Seller pursuant to this Agreement, as shall mutually be agreed to by the Purchaser and Seller on or before the Closing Date.  Such agreed allocation of the Purchase Price shall be set forth on Exhibit 3.4 attached hereto.  Purchaser and Seller agree that they shall use these allocations to prepare, on a consistent basis, and file as required, Form 8594 under Section 1060 of the Internal Revenue Code and not to take any position inconsistent therewith upon examination of any tax return, in any refund claim, in any litigation, investigation or otherwise, unless required by Applicable Laws or with the consent of the other Party.

3.5           Deliverables at Closing.

(a)           Simultaneously with the execution of this Agreement, at the Closing, Seller is conveying the Pipeline System to Purchaser, and delivering to Purchaser the following (the documents referred to in clauses (i) and (ii) below being herein referred to as the “Conveyance Agreements”, and together with the Transportation Services Agreement, Right of First Refusal and Option to Purchase Agreement, Special Covenants and Representations Agreement, Proration Agreement, Easement and Road Agreements and Power Agreements shall be collectively the “Ancillary Agreements”):

(i)           a Pipeline Deed, Bill of Sale and Assignment of Rights of Way Interest in substantially the form attached hereto as Exhibit 3.5(a)(i) conveying the Pipeline and Equipment and the Rights of Way to Purchaser;

(ii)          a Assignment and Assumption of Contracts in substantially the form attached hereto as Exhibit 3.5(a)(ii) assigning all Contracts comprising a part of the Pipeline System to Purchaser;

(iii)         a certified copy of the resolutions of the Board of Managers of Seller by which the disposition of the Pipeline System was authorized;

(iv)         a certificate of the Secretary or Assistant Secretary of Seller evidencing the incumbency and specimen signature of the officer executing documents to be delivered at the Closing on behalf of Seller;

(v)          a Transportation Services Agreement in substantially the form attached hereto as Exhibit 3.5(a)(v) by and between Seller and Purchaser;

(vi)         a Right of First Refusal and Option to Purchase Agreement in substantially the form attached hereto as Exhibit 3.5(a)(vi) by and between Seller, Genesis Free State Holdings, LLC (“Genesis Holdings”) and Purchaser;

(vii)        a Special Covenants and Representations Agreement in substantially the form attached hereto as Exhibit 3.5(a)(vii) by and between Seller, Genesis Holdings and Genesis MLP;

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(viii)       any other agreements, documents, instruments and writings required to be delivered by Seller to Purchaser at or prior to the Closing pursuant to this Agreement;

(ix)          a legal opinion from counsel to the Seller in the form attached hereto as Exhibit 3.5(a)(ix) (the “Seller’s LegalOpinion”);

(x)           a certification to Purchaser in a form acceptable to Purchaser as required by regulations under Section 1445 of the Internal Revenue Code, that Seller is not a “foreign person” within the meaning of Treasury Regulations 1.1445-2(b)(2)(i) (the “FIRPTA Affidavit”);

(xi)          all Required Consents (as defined in Section 6.1 below) set forth in Exhibit 3.5(a)(xi)-(1), other than the Outstanding Consents (as defined in Section 6.1 below) set forth in Exhibit 3.5(a)(xi)-(2) which will be subject to Section 6.1 below;

(xii)         a Proration Agreement in substantially the form attached hereto as Exhibit 3.5(a)(xii) by and between Seller and Purchaser;

(xiii)        all Easement and Road Agreements in substantially the form attached hereto as Exhibit 3.5(a)(xiii) by and between Seller and Purchaser;

(xiv)        the Guaranty in the form attached hereto as Exhibit 3.5(a)(xiv) executed by Denbury Resources Inc., in favor of Purchaser; and

(xv)         all Power Agreements in substantially the form attached hereto as Exhibit 3.5(a)(xv) by and between Seller and Purchaser.

(b)           Simultaneously with the execution of this Agreement, at Closing, Purchaser is delivering to Seller the following:

(i)           the cash portion of the Purchase Price;

(ii)          a certified copy of the resolutions of the sole Member of Purchaser and the Audit Committee of Genesis MLP by which the acquisition of the Pipeline System was authorized;

(iii)         a certificate of the Secretary or Assistant Secretary of Purchaser evidencing the incumbency and specimen signature of the officer executing documents to be delivered at the Closing on behalf of Purchaser;

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(iv)         a Transportation Services Agreement in substantially the form attached hereto as Exhibit 3.5(a)(v) by and between Seller and Purchaser;

(v)          a Right of First Refusal and Option to Purchase Agreement in substantially the form attached hereto as Exhibit 3.5(a)(vi) by and between Seller, Genesis Holdings and Purchaser;

(vi)         a Special Covenants and Representations Agreement in substantially the form attached hereto as Exhibit 3.5(a)(vii) by and between Seller, Genesis Holdings and Genesis MLP;

(vii)        executed counterparts of the Conveyance Agreements;

(viii)       a legal opinion from counsel to Purchaser in the form attached hereto as Exhibit 3.5(b)(viii) (the “Purchaser’s Legal Opinion”);

(ix)          a Proration Agreement in substantially the form attached hereto as Exhibit 3.5(a)(xiii) by and between Seller and Purchaser;

(x)           any other agreements, documents, instruments and writings required to be delivered by Purchaser to Seller at or prior to the Closing pursuant to this Agreement;

(xi)          all Easement and Road Agreements in substantially the form attached hereto as Exhibit 3.5(a)(xiv) by and between Seller and Purchaser;

(xii)         all Power Agreements in substantially the form attached hereto as Exhibit 3.5(a)(xvii) by and between Seller and Purchaser; and

(xiii)        a copy of the tax opinion addressed to Genesis MLP and Genesis Energy, Inc., referenced in Section 10.17 below.

(c)           On the fifth (5th) Business Day following the Closing, Purchaser will  deliver to Seller the Genesis Common Units.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Purchaser that as of the Closing Date:

4.1           Organization and Authority.  Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business in the State of Mississippi, and has full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.  Seller and its applicable Affiliates have full power and authority to enter into the Ancillary Agreements and each other agreement, instrument, certificate, exhibit, schedule or other document that is required by this Agreement to be executed by Seller or its Affiliates at Closing and to carry out the transactions contemplated thereby.  The execution and delivery of this Agreement, the Ancillary Agreements and the Other Seller Documents (as defined in Section 4.2 below), and the consummation of the transactions contemplated hereby and thereby by Seller and its applicable Affiliates have been duly and validly authorized by all necessary action of Seller and its applicable Affiliates.

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4.2           Execution and Effect.  This Agreement and the Ancillary Agreements have been (and at Closing each other agreement, instrument, certificate, exhibit, schedule or other document that is required by this Agreement to be executed and delivered by Seller or its Affiliates, which are herein called collectively the “Other Seller Documents”) duly and validly executed and delivered by Seller and its applicable Affiliates and assuming the due authorization, execution and delivery of this Agreement and Ancillary Agreements and such other documents to which Purchaser is a party by Purchaser, constitutes a valid, binding and enforceable obligation of Seller and its applicable Affiliates; subject, however, to the effect of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect relating to the rights and remedies of creditors, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.3           No Violation.  Neither the execution and delivery of this Agreement, the Ancillary Agreements or the Other Seller Documents by Seller and its applicable Affiliates nor the consummation by Seller and its applicable Affiliates of the transactions contemplated hereby or thereby (a) violates any provision of the Limited Liability Company Agreement of Seller or the formation documents of such applicable Affiliates, (b) subject to obtaining the Outstanding Consents which are set forth on Exhibit 3.5(a)(xi)-(2), constitutes a breach of or default under (or an event that, with the giving of notice or passage of time or both, would constitute a breach of or default under), or will result in the termination of, or accelerate the performance required by, or result in the creation or imposition of any security interest, lien, charge or other encumbrance upon Seller’s interest in the Pipeline System under, any material contract, commitment, understanding, agreement, arrangement or restriction of any kind or character to which Seller is a party or by which Seller or any of its assets are bound ((provided, however, that this Section 4.3 shall not be construed as constituting a representation or warranty as to either (i) whether or not any of the Outstanding Consents, which are set forth on Exhibit 3.5 (a)(xi)-(2), will be obtained or (ii) the effect of failing to obtain any such Outstanding Consent), or (c) violates in any material respect any statute, law, regulation or rule, or any judgment, decree, writ or injunction or any Governmental Body applicable to Seller or any of its assets.

4.4           Title to Rights of Way.  Except as set forth on Schedule 4.4, the Rights of Way (including easements and other non-fee property) identified in Exhibit B constitute all material Rights of Way encompassing, relating to, or required for the proper operation of, the Pipeline System, and Seller has title thereto, free and clear of all liens, charges, mortgages, security interests, pledges or other encumbrances of any nature whatsoever, claimed by any party claiming by, through or under Seller but not otherwise, except for the Permitted Encumbrances.

4.5           Title to Pipeline and Equipment.  The Equipment shown on Exhibit A constitutes all material motor control, side valves and meters relating to, or required for the proper operation of, the Pipeline System, and Seller has title thereto, free and clear of all liens, claims, charges, mortgages, security interests, pledges or other encumbrances of any nature whatsoever, claimed by any party claiming by, through or under Seller but not otherwise, except for the Permitted Encumbrances (to the extent same pertain to or affect Equipment).

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4.6           Litigation.  Except as set forth in Schedule 4.6 and to Seller’s Knowledge: (a) there are no judgments, orders, writs or injunctions of any Governmental Body, presently in effect or pending or threatened, against Seller with respect to its interest in the Pipeline System or the operation thereof, or, which, if adversely determined, would impair or prohibit the consummation of the transaction contemplated hereunder or under the Ancillary Agreements, (b) there are no claims, actions, suits or proceedings by or before any Governmental Body pending or threatened by or against Seller with respect to its interest in the Pipeline System or the operation thereof, and (c) the Pipeline System is not the subject of any pending or threatened claim, demand, or notice of violation or liability from any Person.

4.7           Compliance with Applicable Law.  Except (a) as disclosed in Schedule 4.7 and (b) with respect to Environmental Law, which are addressed in Section 4.11(b) below, to Seller’s Knowledge, Seller has complied with all materialprovisions of all Applicable Laws, judgments and decrees applicable to its operation and use of the Pipeline System as presently conducted and Seller has not received any written notification, and is not aware of any planned written notification, that it is not presently in compliance therewith.

4.8           Condition of Pipeline System.  Except as disclosed in Schedule 4.8, the Pipeline System is in good operating condition, complies with Applicable Laws and meets prevailing industry standards for operation and use.

4.9           Taxes.  All Tax Returns required to be filed by federal, state or local laws with respect to the Pipeline System Taxes prior to Closing have been filed by Seller prior to Closing, and all Pipeline System Taxes imposed or assessed, whether federal, state or local, which are due or payable for any period ending on or prior to the Closing Date, have been paid or provided for prior to Closing.

4.10           Preferential Purchase Rights.  There are no preferential purchase rights, options, or other rights in any Person not a party to this Agreement, to purchase or acquire any interest in the Pipeline System, in whole or in part.

4.11           Environmental Matters.

(a)           Except as disclosed in Schedule 4.11(a), (i) Seller has not received any written notification that asserts (and does not have any Knowledge) that any portion of the Pipeline System is not in compliance with applicable Environmental Law and (ii) to Seller’s Knowledge, no condition or circumstance exists which would give rise to any Environmental Costs and Liabilities related to the Pipeline System.

(b)           Except as disclosed in Schedule 4.11(b), (i) all of the Environmental Permits have been granted by the appropriate authority and (ii) are valid and in full force and effect. There are no material actions or proceedings for the revocation thereof or any other material action or proceeding before any Governmental Body involving any Environmental Permit.

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4.12           Contracts and Rights of Way.  Other than the Rights of Way, Exhibit C contains a list of the contracts, agreements and other documents and instruments to which Seller or any of its Affiliates is a party or otherwise constituting part of the Pipeline System, and each such Contract is in full force and effect.  The Contracts, together with the Rights of Way and the Ancillary Agreements constitute all of the material contracts, agreements, rights of way, licenses, permits, and other documents and instruments required for the operation and business of the Pipeline System.  Except for obtaining the Outstanding Consents, Seller and its applicable Affiliates have performed all material obligations required to be performed by them to date under the Contracts and the Rights of Way, and are not in default under any obligation of any such contract or Right of Way. To the Seller’s Knowledge, no other party to any Contract or Right of Way is in default thereunder.

4.13           Disclosure.  The representations and warranties contained in this Article IV do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained in this Article IV not misleading.  To Seller’s Knowledge, there is no fact that has not been disclosed in this Agreement or the Exhibits that has or could be reasonably expected to impair the ability of Seller to perform this Agreement, any undertaking herein or the transactions contemplated hereby or the Ancillary Agreements.

4.14           No Unsatisfied Liabilities.  There are no debts, liabilities or obligations of the Seller secured by or burdening the Pipeline System other than (i) such debts, liabilities or obligations that will be satisfied, or the security interest released, in full at or prior to Closing and (ii) such obligations to be performed following the Closing Date under the terms of the Rights of Way and Contracts or imposed by Applicable Law.

4.15   Fairness Opinion.   Seller has received a fairness opinion regarding the fairness from a financial point of view to Seller of the Purchase Price to be received by Seller hereunder issued to Seller by Morgan Stanley Co. Incorporated and a true, correct and complete copy of such fairness opinion has been provided to Purchaser prior to the Closing Date.

4.16           Investment Intent; Investment Experience; Restricted Securities.  Seller is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933; (ii) has sufficient knowledge and experience in investing so as to be able to evaluate the risks and merits of its investment in Genesis MLP and it is able financially to bear the risks thereof; (iii) has received or has had full access to all the information it has requested and considers necessary or appropriate to make an informed investment decision with respect to the Genesis Common Units to be acquired by Seller; (iv) is acquiring such Genesis Common Units for its own account for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933; (v) has made its own independent inquiry into and an independent judgment concerning, Genesis MLP and such Genesis Common Units; (vi) understands that such Genesis Common Units have not been registered under the Securities Act of 1933; and (vii) understands and agrees that such Genesis Common Units may not be sold, pledged, hypothecated or otherwise transferred except pursuant to an applicable exemption from registration under the Securities Act of 1933 and other applicable securities laws.

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ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller that as of the Closing Date:

5.1           Organization and Authority.  Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is (or on or prior to the Closing will be) duly qualified to transact business in the State of Mississippi, and has full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. Purchaser and its applicable Affiliates have full power and authority to enter into the Ancillary Agreements and each other agreement, instrument, certificate, exhibit, schedule or other document that is required by this Agreement to be executed by Purchaser or its Affiliates at Closing and to carry out the transactions contemplated thereby.  The execution and delivery of this Agreement, the Ancillary Agreements and the Other Purchaser Documents (as defined in Section 5.2 below) and the consummation of the transactions contemplated hereby and thereby by Purchaser and its applicable Affiliates have been duly and validly authorized by all necessary action of Purchaser and its applicable Affiliates.

5.2           Execution and Effect.  This Agreement and the Ancillary Agreements have been (and at Closing each other agreement, instrument, certificate, exhibit, schedule or other document that is required by this Agreement to be executed and delivered by Purchaser or its Affiliates, which are herein called collectively the “Other Purchaser Documents”) duly and validly executed and delivered by Purchaser and its applicable Affiliates and, assuming the due authorization, execution and delivery of this Agreement, Ancillary Agreements and such other documents to which Seller is a party by Seller, constitutes a valid, binding, and enforceable obligation of Purchaser and its applicable Affiliates; subject, however, to the effect of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect relating to the rights and remedies of creditors, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.3           No Violation.  Neither the execution and delivery of this Agreement, the Ancillary Agreements or the Other Purchaser Documentsby Purchaser and its applicable Affiliates nor the consummation by Purchaser and its applicable Affiliates of the transactions contemplated hereby or thereby (a) violates any provision of the Limited Liability Company Agreement of Purchaser or the formation documents of such applicable Affiliates; (b) constitutes a material breach of or default under (or an event that, with the giving of notice or passage of time or both, would constitute a material breach of or default under), or will result in the termination of, or accelerate the performance required by, or result in the creation or imposition of any security interest, lien, charge or other encumbrance upon any of the assets of Purchaser under, any material contract, commitment, understanding, agreement, arrangement or restriction of any kind or character to which Purchaser is a party or by which Purchaser or any of its assets are bound, or (c) violates in any material respect any statute, law, regulation or rule, or any judgment, decree, order, writ or injunction of any Governmental Body applicable to Purchaser or any of its assets.

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5.4           Sufficiency of Funds. At Closing, Purchaser has funds sufficient to consummate the transactions contemplated hereby.

5.5           Disclaimer. PURCHASER HAS MADE SUCH INDEPENDENT INSPECTIONS, ESTIMATES, COMPUTATIONS, REPORTS, STUDIES, AND EVALUATIONS OF THE PIPELINE SYSTEM AS IT DESIRED AND HAS SATISFIED ITSELF PRIOR TO THE CLOSING WITH RESPECT TO THE CONDITION OF THE PIPELINE SYSTEM. PURCHASER FURTHER ACKNOWLEDGES THAT SELLER HAS NOT MADE AND IS NOT MAKING ANY REPRESENTATION OR WARRANTY CONCERNING THE PRESENT OR FUTURE VALUE OF THE POSSIBLE INCOME, COSTS OR PROFITS IF ANY, TO BE DERIVED FROM THE PIPELINE SYSTEM.  

FURTHERMORE, PURCHASER ACKNOWLEDGES THAT THE PIPELINE SYSTEM HAS BEEN USED PRIOR TO THE CLOSING FOR THE TRANSPORTATION OF CARBON DIOXIDE. PURCHASER ACKNOWLEDGES THAT (A) IT HAS HAD ACCESS TO AND AN OPPORTUNITY TO INSPECT THE PIPELINE SYSTEM FOR ALL PURPOSES, INCLUDING, WITHOUT LIMITATION, FOR THE PURPOSES OF DETECTING THE PRESENCE OF HAZARDOUS OR TOXIC SUBSTANCES, ENVIRONMENTAL HAZARDS AS OTHER CONTAMINATION OR POLLUTION, (B) IT HAS SATISFIED ITSELF AS TO THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PIPELINE SYSTEM AND (C) IN MAKING THE DECISION TO ENTER INTO THIS AGREEMENT AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, PURCHASER HAS RELIED SOLELY ON ITS OWN INDEPENDENT INVESTIGATION OF THE PIPELINE SYSTEM, THE RECORDS AND ENVIRONMENTAL REPORTS RELATED THERETO AND THE EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS AND AGREEMENTS OF SELLER IN THIS AGREEMENT.

NOTWITHSTANDING THE FOREGOING, PURCHASER AND SELLER ACKNOWLEDGE AND AGREE THAT NOTHING CONTAINED IN THIS SECTION 5.5 SHALL LIMIT THE SELLER’S INDEMNIFICATION OBLIGATIONS PROVIDED IN ARTICLE VII OF THIS AGREEMENT OR THE ALLOCATION OF THE ASSUMED LIABILITIES AND THE EXCLUDED LIABILITIES PROVIDED FOR UNDER THIS AGREEMENT.

5.6           Evaluation by Purchaser.           By reason of Purchaser’s Knowledge and experience in the evaluation, acquisition and operation of similar properties, Purchaser has evaluated the merits and risks of purchasing the Pipeline System and has formed an opinion based solely upon Purchaser’s Knowledge and experience and upon Seller’s representations and warranties set forth in Article IV hereof and Seller’s and Purchaser’s other agreements contained herein and not upon any other representations or warranties made by Seller or any of its representatives.

5.7           Fairness Opinion.   Purchaser represents that the Audit Committee of the Board of Directors of the general partner of Genesis MLP has received the opinion of Credit Suisse Securities (USA) LLC to the effect that, as of the date of such opinion, (i) the Purchase Price provided for under this Agreement and (ii) the  Consideration  as defined in and provided for under the  Closing Agreement by and between Denbury Onshore, LLC and Genesis NEJD Pipeline, LLC , in the aggregate, is fair, from a financial point of view, to Genesis MLP.

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5.8           Compliance with Laws.  Purchaser shall promptly obtain, or have transferred to its name, and maintain all permits or consents required by public or private parties in connection with the Pipeline System purchased.

5.9           Disclosure.  The representations and warranties contained in this Article V do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained in this Article V not misleading.  To the Purchaser’s Knowledge, there is no fact that has not been disclosed in this Agreement, that has or could be reasonably expected to impair the ability of Purchaser to perform this Agreement, any undertaking herein or the transactions contemplated hereby.

ARTICLE VI.

OTHER AGREEMENTS AND OBLIGATIONS OF THE PARTIES

6.1           Assignments Requiring Consents, Preferential Purchase Rights.

(a)           Exhibit 3.5(a)(xi)-(1) sets forth all consents of any third-party required in connection with the assignment of any rights of Seller under Rights of Way, including Environmental Permits or any occupational health or safety laws, licenses, franchises or any other assets comprising a part of the Pipeline System (the “Required Consents”).  All Required Consents that have not been obtained as of the Closing Date are set forth on Exhibit 3.5(a)(xi)-(2) (the “Outstanding Consents”). Seller shall, subject to the terms of this Section 6.1, use commercially reasonable efforts to obtain all Outstanding Consents within a reasonable time following Closing. The refusal of any third-party (other than an Affiliate of Seller) to give any Outstanding Consent or the fact or claim that the attempted assignment of any rights by Seller is ineffective because of the failure to obtain any Outstanding Consent shall not constitute a breach of any of the representations, warranties or covenants of Seller hereunder, including, without limitation, the representation and warranty in Section 4.3(b), provided that Seller complies with this Section 6.1, and further assists Purchaser in making or seeking alternative arrangements (including, but not limited to, granting right-of-way licenses to Purchaser). Purchaser also agrees that it shall have no claim against Seller based upon any failure to obtain any Outstanding Consent (provided that Seller shall otherwise comply with the terms of this Agreement, including this Section 6.1).

(b)           In each instance where an Outstanding Consent has not been obtained as of the Closing, Seller shall, for no additional consideration, to the extent permitted by Applicable Law or the terms of the applicable contract, enter into such alternative arrangements and agreements with Purchaser as may be appropriate in order to permit Purchaser to realize, receive, and enjoy substantially similar rights and benefits and to enable Purchaser to conduct the operation of the Pipeline System until such consents are obtained.  If, after the exercise of efforts consistent with the standard set forth in clause (a) immediately above, any such Outstanding Consents are not obtained, to the extent permitted by Applicable Law or the terms of the applicable contract, Seller shall cooperate with Purchaser in any reasonable efforts of Purchaser to provide for alternative arrangements (including, but not limited to, the obtaining by Purchaser of new right-of-way licenses) designed to provide for the benefit of Purchaser any and all rights of Seller in and to such right-of-way grant. To the extent an assignment of a right-of-way grant is prohibited by law or otherwise, nothing herein shall constitute or be construed as an attempt of an assignment thereof.

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(c)           Notwithstanding anything to the contrary stated in this Section 6.1, Purchaser assumes the risk of any transfer restrictions or renegotiation requirements associated with, or the expiration of, any Rights of Way, Permits, franchises, Contracts or other agreements applicable to the Pipeline System.

6.2           No Solicitationof Employees.  For a period of one (1) year following the Closing, Purchaser will not, without Seller’s prior written consent, directly or indirectly, (i) cause or attempt to cause any employee of Seller to terminate his or her employment relationship with Seller, (ii) interfere or attempt to interfere with the relationship between the Seller and any employee of Seller, or (iii) solicit or attempt to solicit any employee of Seller; provided, however, that the restrictions set forth in this Section 6.2 shall not be applicable with respect to any employee who is terminated by Seller after the Closing or who is solicited by Purchaser with the written consent of Seller.

6.3           Incidental Contamination.  Purchaser acknowledges that the Pipeline System may contain Naturally Occurring Radioactive Material ("NORM") in various potential forms.  Purchaser also expressly understands that special procedures may be required for the remediation, removal, transportation and disposal of NORM from the inside or outside of the piping, equipment and other personal property included of the Pipeline System.  Notwithstanding any contrary provision or definition contained herein, in connection with these substances affixed to the inside or outside of the piping, equipment and other personal property included of the Pipeline System, Purchaser expressly assumes all liability for or in connection with the future abandonment and removal of the pipelines, tanks, equipment and other personal property included in the Pipeline System and the assessment, remediation, removal, transportation and disposal of any such pipelines, equipment and personal property and associated activities in accordance with all relevant rules, regulation and requirements of governmental authorities.

6.4           Document Retention.

(a)           Within 60 days after Closing, Seller shall turn over to Purchaser at Seller’s offices copies of the following types of records and information relating to the Pipeline System, in each case to the extent same are reasonably necessary for the ownership of the Pipeline System by Purchaser: studies, analyses, as-built drawings, blueprints, plans, constructions, specifications, surveys, reports, diagrams, and repair records related to the Pipeline System.  Seller and Purchaser agree to cooperate with each other and act in good faith in connection with the turnover of records and information pursuant to this Section 6.4.

(b)           Seller and Purchaser agree that documents and materials relating to the Pipeline System held by either Party shall be open for inspection by the other Party at reasonable times and upon reasonable notice during regular business hours for such period following the Closing Date as may be required by law or governmental regulation, and that the other Party may during such period at its expense make such copies thereof as it may reasonably request.

(c)           From and after the Closing Date, Seller and Purchaser shall use their reasonable efforts to afford the other access to its employees who are familiar with the operations of the Pipeline System for proper corporate purposes, including, without limitation, the defense of legal proceedings. Such access may include interviews or attendance at depositions or legal proceedings; provided, however, that in any event all expenses (including wages and salaries) reasonably incurred by either Party in connection with this Section 6.4(c) shall be paid or promptly reimbursed by the Party requesting such services.

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6.5           Further Assurances.  Upon the request of Seller, Purchaser agrees to execute and deliver mutually agreeable, specific assumption agreements with respect to the obligations and liabilities assumed by Purchaser pursuant to this Agreement.  Each Party agrees to comply with all notice or other requirements necessary or required by Applicable Laws in connection with the transactions contemplated by this Agreement and Purchaser’s assumption of obligations and liabilities hereunder.

ARTICLE VII.

SURVIVAL OF OBLIGATIONS; INDEMNIFICATION

7.1           Survival of Obligations.  The representations, warranties, covenants and agreements of the Parties contained in this Agreement shall survive the Closing and claims may be asserted with respect thereto to the extent permitted by this Article VII.

7.2           Indemnification by Seller.

(a)           Subject to Section 7.5 below, Seller hereby agrees to indemnify and hold Purchaser, its Affiliates and each of their respective directors, officers, employees, Affiliates, contractors, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against:

(i)           any and all losses, liabilities, obligations, damages, actions, suits, proceedings, investigations, complaints, claims, demands, assessments, judgments, penalties, fines, costs, expenses and fees (including court costs and attorneys’ fees and expenses), but subject to Section 7.7 below (individually, a “Loss” and, collectively, “Losses”) to the extent based upon or arising from or out of:

(A)         any breach of the representations, warranties, covenants or agreements made by Seller or its Affiliates in this Agreement, the Ancillary Agreements or in the Conveyance Agreements; or

(B)          any Excluded Liabilities.

(ii)           any and all Environmental Costs and Liabilities to the extent based upon or arising from or out of any condition first existing prior to the Closing Date, or act or omission by Seller or any of its Affiliates on or prior to the Closing Date with respect to the Pipeline System, or Seller’s (or its Affiliates’) use, ownership, occupancy, operation or maintenance thereof.  To the extent that any Losses are also Environmental Costs and Liabilities, Seller’s only indemnification obligation regarding such Losses will be under this Section 7.2(a)(ii).  

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(iii)          To the extent covered by an indemnification obligation in this Agreement, Losses and Environmental Costs and Liabilities, are individually referred to herein as a “Covered Loss” and collectively referred to herein as “Covered Losses.”

(b)           Purchaser acknowledges and agrees that Seller shall not have any liability under any provision of this Agreement for any Covered Loss pursuant to Section 7.2 to the extent that such Covered Loss results from action or omission by Purchaser determined by final, non-appealable order to constitute gross negligence or willful misconduct of Purchaser after the Closing Date.  Without in any manner limiting Seller’s indemnification obligations in this Article VII, Purchaser shall take and cause its Affiliates to take all reasonable steps to mitigate any Covered Loss with respect to which indemnification is provided to Purchaser by Seller under this Section 7.2 upon becoming aware of any condition or event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach which gives rise to any Covered Loss.

7.3           Indemnification by Purchaser.

(a)           Subject to Section 7.5, Purchaser hereby agrees to indemnify and hold Seller, its Affiliates and each of their respective directors, officers, employees, Affiliates, contractors, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against:

(i)           any and all Losses to the extent based upon or arising from or out of:

(A)         any breach of the representations, warranties, covenants or agreements made by Purchaser or its Affiliates in this Agreement, the Ancillary Agreements or the Conveyance Agreements; or

(B)          any Assumed Liabilities.

(ii)           any and all Environmental Costs and Liabilities to the extent based upon or arising from or out of any condition first existing after the Closing Date, or act or omission by Purchaser or any of its Affiliates after the Closing Date with respect to the Pipeline System, or Purchaser’s (or its Affiliates’) use, ownership, occupancy, operation or maintenance thereof.  To the extent that any Losses are also Environmental Costs and Liabilities, Purchaser’s only indemnification obligation regarding such Losses will be under this Section 7.3(a)(ii).

(b)           Seller acknowledges and agrees that Purchaser shall not have any liability under any provision of this Agreement for any Covered Loss pursuant to Section 0 to the extent that such Covered Loss results from action or omission by Seller determined by final, non-appealable order to constitute gross negligence or willful misconduct of Seller after the Closing Date.  Without in any manner limiting Purchaser’s indemnification obligations in this Article VII, Seller shall take and cause its Affiliates to take all reasonable steps to mitigate any Covered Loss with respect to which indemnification is provided to Seller by Purchaser under this Section 7.3 upon becoming aware of any condition or event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach which gives rise to any such Covered Loss.

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7.4           Indemnification Procedures.

(a)           In the event that any claims shall be instituted or asserted by any Person in respect of which indemnification may be sought under Section 7.2 or 7.3 hereof, regardless of the limitations set forth in Section 7.5 (an “Indemnifiable Claim”), the indemnified party shall reasonably and promptly cause notice of such Indemnifiable Claim of which it has knowledge to be forwarded to the indemnifying party, provided, however, that the omission to so notify such indemnifying party shall not relieve such indemnifying party from any liability which such indemnifying party may have to the indemnified party unless it is determined by non-appealable, final order that such indemnifying party is materially prejudiced in its defense by reason of such delay.  The indemnifying party shall have the right, at its sole option and expense, and using counsel of its choice, which must be reasonably satisfactory to the indemnified party, to elect to defend against, negotiate, settle or otherwise deal with any such Indemnifiable Claim, subject to the limitations set forth in this Section 7.4.  The indemnifying party shall within thirty (30) days (or sooner, if the nature of the Indemnifiable Claim so requires) of receiving notice thereof from the indemnified party, notify the indemnified party whether or not it elects to defend against, negotiate, settle or otherwise deal with any such Indemnifiable Claim.  If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Indemnifiable Claim, or if the indemnifying party fails to notify the indemnified party within thirty (30) days (or sooner, if the nature of the Indemnifiable Claim so requires) whether or not it so elects, the indemnified party may defend against, negotiate, settle or otherwise deal with such Indemnifiable Claim.  If the indemnifying party does elect to defend against, negotiate, settle or otherwise deal with any such Indemnifiable Claim, the indemnified party may participate, at his or its own expense, in dealing with such Indemnifiable Claim; provided, however, that such indemnified party shall be entitled to so participate with separate counsel at the expense of the indemnifying party, and further provided, that the indemnifying party shall not be required to pay for more than one such counsel for all indemnified parties in connection with any Indemnifiable Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement, or otherwise dealing with, any such Indemnifiable Claim.  Notwithstanding anything in this Section 7.4 to the contrary, neither the indemnifying party nor the indemnified party shall, without the written consent of the other party, settle or compromise any Indemnifiable Claim, or permit a default judgment or consent to entry of any judgment with respect to such Indemnifiable Claim, unless the claimant and such party provide to such other party an unqualified release from all liability in respect of the Indemnifiable Claim.  If the indemnifying party makes any payment on any Indemnifiable Claim, the indemnifying party shall be subrogated, to the extent of such payment, to all rights and remedies of the indemnified party to any insurance benefits or other rights of the indemnified party with respect to such Indemnifiable Claim.

7.5           Certain Limitations on Indemnification.

(a)           Notwithstanding anything herein to the contrary, in order to be entitled to indemnification (i) under Sections 7.2(a)(i)(A) or 7.3(a)(i)(A), a Party must give written notice (providing reasonable detail) to the other Party of any such Covered Loss with respect to which it seeks indemnification prior to the expiration of the fifth (5th) anniversary of the Closing Date (the “Fifth Anniversary”), (ii) with respect to all other Covered Losses, a Party must give written notice (providing reasonable detail) to the other Party of any such Covered Loss with respect to which it seeks indemnification at any time following the Closing Date.  Except as provided above, any right to indemnification under Sections 7.2(a)(i)(A) or 7.3(a)(i)(A) for a Covered Loss of which notice is not given by a Party on or prior to the Fifth Anniversary will be irrevocably and unconditionally released and waived.

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(b)           Notwithstanding any other provision of this Article VII, neither Seller nor Purchaser shall have any indemnification obligations for Covered Losses under Sections 7.2(a)(i)(A) or 7.3(a)(i)(A), (i) for any individual Covered Loss in an amount less than $50,000 and (ii) in respect of each individual Covered Loss in an amount equal to or greater than $50,000, unless the aggregate amount of all such Covered Losses exceeds $250,000   In no event shall the aggregate indemnification to be paid by Seller under Section 7.2(a)(i)(A) exceed $15,000,000.  In no event shall the aggregate indemnification to be paid by Purchaser under Section 7.3(a)(i)(A) exceed $15,000,000.

(c)           No representation or warranty of Seller contained herein shall be deemed untrue or incorrect, and Seller shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event of which is disclosed in response to another representation or warranty contained in this Agreement.

(d)           ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY, AND INDEMNITIES IN THIS AGREEMENT, INCLUDING THOSE IN THIS ARTICLE VII SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT AND/OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR INDEMNIFIED.

7.6           Tax Treatment of Indemnity Payments. Seller and Purchaser agree to treat any indemnity payment made pursuant to this Article VII as an adjustment to the Purchase Price for federal, state and local income tax purposes.

7.7           No Consequential Damages.  Notwithstanding anything to the contrary elsewhere in this Agreement, no Party shall, in any event, be liable to any other Party or such other Party’s Related Indemnified Parties (the Seller’s Related Indemnified Parties are the Persons other than Seller included in the Seller Indemnified Parties and the Purchaser’s Related Indemnified Parties are the Person’s other that Purchaser included in the Purchaser Indemnified Parties) for any consequential, incidental, indirect, special or punitive damages of such other Party or such other Party’s Related Indemnified Parties, including loss of future revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof; provided, however, that a Party may be liable to the other Party or such other Party’s Related Indemnified Parties for consequential, incidental, indirect, special or punitive damages (including loss of future revenue, income or profits, diminution in value or loss of business reputation or opportunity relating to the breach or alleged breach hereof) paid by such other Party or such other Party’s Related Indemnified Parties to a third party which are part of a Covered Loss with respect for which indemnification is provided under this Article VII.

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7.8           Exclusive Remedy.  The sole and exclusive remedy for any breach or inaccuracy, or alleged breach or inaccuracy, of any representation or warranty in this Agreement or any covenant or agreement to be performed on or after the Closing Date or otherwise related to this transaction, shall be indemnification in accordance with this Article VII or any other express indemnification provisions in this Agreement. In furtherance of the foregoing, the parties hereby waive, to the fullest extent permitted by applicable law, any and all other rights, claims and causes of action (including rights of contribution under Environmental Laws or otherwise, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that it may have against Seller or Purchaser, as the case may be, arising under or based upon any federal, state or local law (including any such Environmental Law relating to environmental matters or arising under or based upon any securities law, common law or otherwise).

ARTICLE VIII.

TAXES - -PRORATIONS AND ADJUSTMENTS

8.1           Proration.  At Closing, Purchaser and Seller have entered into a Proration Agreement, substantially the form attached hereto as Exhibit 3.5(a)(xiii) which agreement includes without limitation, a mechanism to reconcile the payment obligations for Pipeline System Taxes, fees and other costs relating to the Pipeline System as follows:

(a)           All Pipeline System Taxes for a period that straddles (i.e. that begins before and ends after) the Closing Date (hereinafter referred to as a “Straddle Period”) shall be prorated between Purchaser and Seller as of the Closing Date based upon the number of days during the applicable Straddle Period each party owned the Pipeline System, with the Purchaser being treated as the owner on the Closing Date.  For purposes of this Agreement, Pipeline System Taxes shall be prorated between Purchaser and Seller as of the Closing Date regardless of when such Pipeline System Taxes are actually billed and payable.  At Closing, Seller’s pro rata portion of any unpaid Pipeline System Taxes for a Straddle Period shall be deducted from the Purchase Price to be paid to Seller.  At Closing, Purchaser’s pro rata portion of any Pipeline System Taxes for a Straddle Period that have been previously paid by Seller shall be added to the Purchase Price to be paid by Purchaser to Seller.  Purchaser shall actually pay to the taxing authority all Pipeline System Taxes for Straddle Periods which are payable after the Closing Date.  Notwithstanding anything in this Agreement to the contrary, no further adjustment shall be made for any Pipeline System Taxes for a Straddle Period which are payable after the Closing Date, and Purchaser hereby agrees to assume the payment of all such Pipeline System Taxes effective upon Closing Date.

(b)           All refunds, credits, debits and liabilities for taxes attributable to the Seller’s interest in the Pipeline System for periods prior to Closing Date shall be the sole property and entitlement or detriment of Seller, and to the extent received or incurred by Purchaser after the Closing Date, Purchaser shall fully disclose, account for, and except as otherwise provided for herein, remit same to or receive same from Seller promptly.  Seller and Purchaser shall furnish each other with such documents and other records as shall be reasonably requested in order to confirm all proration calculations.

(c)           All (i) amounts of rents and charges for water, sewer, telephone, electricity, and other utilities and fuel, (ii) amounts of annual permits and/or annual inspection fees, and (iii) other such amounts and charges that are normally subject to pro ration between a purchaser and a seller of real or personal property interests such as rents, fees and other amounts paid by or to a seller under any lease, other contract or arrangement covering the Pipeline System, that are applicable to a Straddle Period (collectively “Proratable Amounts”) shall be prorated between Purchaser and Seller as of the Closing Date based on the number of days of the applicable Straddle Period during which each party owned the Pipeline System, with the Purchaser being treated as the owner on the Closing Date.  Such Proratable Amounts shall be prorated between Purchaser and Seller as of the Closing Date regardless of when such amounts are actually billed and payable.  At Closing, Seller’s pro rata portion of any such Proratable Amounts shall be deducted from the Purchase Price to be paid to Seller.  At Closing Purchaser’s pro rata portion of any such Proratable Amounts that have been previously paid by Seller shall be added to the Purchase Price to be paid by Purchaser to Seller.  Purchaser shall actually pay to the applicable party all such Proratable Amounts which are payable after the Closing Date.  Notwithstanding anything in this Agreement to the contrary, no further adjustment shall be made for any such Proratable Amounts which are payable after the Closing Date, and Purchaser hereby agrees to assume the payment of all such Proratable Amounts effective upon the Closing Date.

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8.2           Sales Taxes.  The Purchase Price provided for hereunder assumes that no sales, use, transfer or similar taxes are required to be paid to any state or other taxing authority in connection with the sale and transfer of property pursuant to this Agreement (including without limitation documentary transfer taxes, realty transfer taxes and charges or fees with respect to the transfer of real property or to the recordation of the documents necessary for the transfer of real property that may be required for the transfer of property from Seller to Purchaser). However, in the event any Governmental Body deems any such tax, fee or levy imposed on or assessed against the transfer of the Pipeline System to Purchaser under this Agreement, Purchaser shall be liable and responsible for timely payment thereof and shall indemnify and hold Seller harmless with respect to the payment of any such taxes, fees or levies, including any interest or penalties assessed thereon. Purchaser shall also pay all fees for recording all instruments of conveyance or applications for permits or licenses or the transfer thereof relating to the transfer of the interests included in the Pipeline System.

8.3           Cooperation. Each Party shall provide the other Party with reasonable access to all relevant documents, data and other information which may be required by the other Party for the purpose of preparing tax returns and responding to any audit by any taxing jurisdiction. Each Party shall cooperate with all reasonable requests of the other Party made in connection with determining or contesting tax liabilities attributable to the Pipeline System.  Notwithstanding anything to the contrary contained in this Agreement, neither Party to this Agreement shall be required at any time to disclose to the other Party any tax returns or other confidential tax information.

8.4           Payables.  Notwithstanding the Closing and except to the extent covered by Sections 8.1 through 8.2, all of the accounts payable due to third parties by Seller based upon its ownership or operation of the Pipeline System through the Closing Date shall be paid and borne by Seller.

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ARTICLE IX.

DISPUTE RESOLUTION

9.1           Dispute Resolution.  In the event of a dispute between the parties as to any matter arising under this Agreement, such dispute shall be resolved in accordance with the dispute resolution provisions described in Exhibit D attached hereto and incorporated herein by reference for all purposes.

ARTICLE X.

MISCELLANEOUS

10.1           No Brokers.  Each Party represents and warrants to the other that there are no claims for brokerage commissions or finders’ fees or other like payments owed by such Party to another Person in connection with the transactions contemplated by this Agreement. Each Party will pay or discharge, and will indemnify and hold harmless the other from and against, any and all claims for brokerage commissions or finders’ fees incurred by reason of any action taken by such indemnifying Party.

10.2           Expenses. Except as otherwise provided herein, each Party will pay all fees and expenses incurred by it in connection with this Agreement and the consummation of the transactions contemplated hereby.

10.3           Further Assurances.  Each Party will from time to time after the Closing and without further consideration, upon the request of the other Party, execute and deliver such documents and take such actions as the other Party may reasonably request in order to consummate more effectively the transactions contemplated hereby.

10.4           Assignment; Parties in Interest.  This Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and permitted assigns of the Parties; provided that neither Party may transfer or assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the other Party; and provided further that the assignment by Seller of its rights under this Agreement in the circumstances provided below shall be a permitted assignment for the purposes of this Section 10.4 provided that no such assignment will relieve the assigning Party of its obligations hereunder: by Seller, to an Affiliate of Seller provided that Denbury Resources Inc. executes and delivers an unconditional guarantee of the payment obligations of such assignee relating to this Agreement, in favor of Purchaser, in substantially the same form as the Guaranty Agreement.

10.5           Entire Agreement; Amendments.  This Agreement, including the exhibits and any agreements delivered pursuant hereto, contains the entire understanding of the Parties with respect to the sale of the Pipeline System. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings other than those expressly set forth or referred to herein or therein. This Agreement and such other agreements supersede all prior agreements and undertakings between the Parties with respect to the sale of the Pipeline System, except to the extent any such prior agreement is specifically referred to herein or therein. This Agreement may be amended or modified only by a written instrument duly executed by each of the Parties. Unless otherwise provided herein, any condition to a Party’s obligations hereunder may be waived only in writing by such Party.

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10.6           Severability.  In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been contained herein.

10.7           Interpretation.  The article and section headings are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

10.8           Notices.  Notices and other communications provided for herein shall be in writing (which shall include notice by telex or facsimile machine with answer back capability) and shall be delivered or mailed (or if by telex, graphic scanning or other facsimile communications equipment of the sending Party hereto, delivered by such equipment provided that such delivery is made during normal business hours), addressed as follows:

(a)           If to Purchaser:

c/o Genesis Energy, L.P.

500 Dallas, Suite 2500

Houston, Texas 77002

Fax No.: (713) 860-2640

Attention:  Joseph A. Blount, President & Chief Operating Officer

with a copy (which shall not constitute notice) to:

Akin Gump Strauss Hauer & Feld LLP

1111 Louisiana Street

44th Floor

Fax No.: (713) 236-0822

Attention:  J. Vincent Kendrick, Esq.

(b)           If to Seller:

c/o Denbury Resources Inc.

5100 Tennyson Parkway, Suite 1200

Plano, Texas 75024

Fax No.: (972) 673-2150

Attention: Phil Rykhoek, Chief Financial Officer

with a copy (which shall not constitute notice) to:

Baker & Hostetler LLP

1000 Louisiana, Suite 2000

Houston, Texas 77002

Fax No.: (713) 751-1717

Attention: Donald W. Brodsky, Esq.

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or to such other address as the Person to whom notice is to be given may have previously furnished to the other in writing in the manner set forth above. Any notice shall not be deemed to have been given to any Party until actually received by such Party.

10.9           Waiver of Rescission.  Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of either Party after the consummation of the Closing to rescind this Agreement or any of the transactions contemplated hereby.

10.10         Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas, without regard to any conflict of law rules that would direct application of the laws of another jurisdiction, except to the extent that it is mandatory that the law of some other jurisdiction, wherein the Pipeline System is located, shall apply.

10.11         Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument.

10.12         Exhibits. All Exhibits attached hereto are hereby made a part of this Agreement and incorporated herein by this reference. Any terms used but not defined in the Exhibits shall have the meanings assigned to such terms in this Agreement.

10.13         No Third-Party Beneficiary. Except as expressly provided herein, this Agreement is not intended to create nor shall it be construed to create, any rights in any third party beneficiaries.

10.14         Use of Seller’s Name.  As soon as practicable after Closing, Purchaser shall cease to use and shall remove or cause to be removed the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto, and any information regarding Seller, from the Pipeline System and shall not thereafter make any use whatsoever of such names, marks and logos, or information regarding Seller, whether as identification for the Pipeline System or in connection with documentation and correspondence relating thereto, except as may be necessary to complete the transfer of the Pipeline System and any consents related thereto. In the event Purchaser has not completed such removal within 180 days after Closing, Seller shall have the right but not the obligation to cause such removal and Purchaser shall reimburse Seller for any costs or expenses incurred by Seller in connection therewith.

10.15         Conflict with Conveyance Agreements. Seller and Purchaser acknowledge and agree that in the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Conveyance Agreements, the terms and provisions of this Agreement shall control.

10.16         Denbury Guaranty.  Simultaneously with the execution of this Agreement, Denbury Resources Inc. is executing and delivering for the benefit of Purchaser a Guaranty Agreement that unconditionally and irrevocably guarantees the payment obligations of Seller under this Agreement.

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10.17         Tax Opinion to Genesis MLP and Genesis Energy, Inc.  Simultaneously with the execution of this Agreement, tax counsel to Purchaser is rendering and delivering a tax opinion to Genesis MLP and Genesis Energy, Inc. with respect to certain tax matters, and furthermore, tax counsel to Purchaser shall deliver the background memorandum to Genesis MLP and Genesis Energy, Inc. supporting such tax opinion within thirty (30) days following the Closing Date.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth in the first paragraph hereof.

SELLER:
	DENBURY ONSHORE, LLC
	By:	/s/  Phil Rykhoek
	Name:	PhilRykhoek
	Title:	Senior Vice President and Chief Financial Officer
PURCHASER:
	GENESIS FREE STATE PIPELINE, LLC
	By:	/s/ Ross A. Benavides
	Name:	Ross A. Benavides
	Title:	Chief Financial Officer

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EX-10.3

Exhibit 10.3

TRANSPORTATION SERVICES AGREEMENT

BY AND BETWEEN

GENESIS FREE STATE PIPELINE, LLC

AND

DENBURY ONSHORE, LLC

Dated: May 30, 2008

TABLE OF CONTENTS

		Page
ARTICLE I.	DEFINITIONS	1
1.1	Defined Words and Terms	1
ARTICLE II.	SCOPE OF TRANSPORTATION SERVICE	3
2.1	Transportation of Carbon Dioxide	3
2.2	Redelivery of Carbon Dioxide	3
2.3	Operation of the Pipeline	3
2.4	Entire Capacity	4
2.5	Anthropogenic Carbon Dioxide	4
2.6	Agreement to Remain Shipper	5
ARTICLE III.	TRANSPORTATION FEE	6
3.1	Transportation Fee	6
ARTICLE IV.	TERM; RENEWALS; EVENTS OF DEFAULT; REMEDIES	6
4.1	Initial Term	6
4.2	Renewal Terms	6
4.3	Default	6
4.4	Remedies Upon Default	7
4.5	New Transportation Services Agreement	8
ARTICLE V.	RECEIPT POINTS, DELIVERY POINTS AND PRESSURES	8
5.1	Receipt Points and Delivery Points	8
5.2	Responsibility	9
5.3	Pressure Criteria	9
ARTICLE VI.	QUANTITY	9
6.1	Delivery Rates	9
6.2	Cooperation Regarding Deliveries	9
ARTICLE VII.	QUALITY SPECIFICATIONS	10
7.1	Specification	10
7.2	Testing	10
7.3	Disclaimer	10
7.4	Sour Carbon Dioxide	10
ARTICLE VIII.	OWNERSHIP AND OPERATION OF THE PIPELINE	11

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8.1	Facility Ownership	11
8.2	Maintenance and Repair of Pipeline; Improvements to Pipeline	11
8.3	Reimbursement for Carbon Dioxide Losses	12
ARTICLE IX.	MEASUREMENT	12
9.1	Measurement Point	12
9.2	Procedure	13
9.3	Atmospheric Pressure	13
9.4	Meter Standards	13
9.5	Temperature	13
9.6	Calibration of Meters	13
9.7	Meter Inaccuracies	13
9.8	Samples	14
ARTICLE X.	FORCE MAJEURE	14
10.1	Definition	14
10.2	Limitation on Force Majeure	15
10.3	Strikes and Lockouts	15
ARTICLE XI.	NOTICES	15
11.1	Denbury Notices	15
11.2	Genesis SPE Notices	16
11.3	Change of Address	16
11.4	Electronic Notices	16
ARTICLE XII.	PAYMENT, AUDIT AND FINANCIAL RESPONSIBILITY	16
12.1	Payment	16
12.2	Auditing	17
12.3	Failure to Pay	17
ARTICLE XIII.	WARRANTIES	17
13.1	Denbury Warranty	17
13.2	Genesis SPE Warranty	17
ARTICLE XIV.	GENERAL TERMS AND CONDITIONS	18
14.1	Waiver of Breach	18
14.2	Regulatory Bodies	18
14.3	CHOICE OF LAW	18
14.4	Joint Preparation	18

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14.5	Assignment	18
14.6	Modification and Entire Agreement	19
14.7	Headings	19
14.8	Damage Limitation	19
14.9	Arbitration	19
14.10	Change in Use	20
14.11	Guaranty	20
14.12	Reserve Reports	20
14.13	Financials	20
ARTICLE XV.	DENBURY’S RIGHT OF FIRST REFUSAL	20
15.1	Right of First Refusal	20
ARTICLE XVI.	REPRESENTATIONS AND COVENANTS OF GENESIS SPE; SPECIAL REPRESENTATIONS AND COVENANTS OF GENESIS SPE	20
16.2	Special Representations and Covenants of Genesis SPE	22
16.3	Reporting Requirement	24
EXHIBIT “A”	Transportation Fee Schedule
EXHIBIT “B”	Receipt Point Descriptions
EXHIBIT “C”	Delivery Point Descriptions
EXHIBIT “D”	Pipeline System
EXHIBIT “E”	Dispute Resolution Procedures
EXHIBIT “F”	Form of Memorandum of Agreement
EXHIBIT “G”	Outstanding Consents

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TRANSPORTATION SERVICES AGREEMENT

THIS TRANSPORTATION SERVICES AGREEMENT (this “Agreement”), made and entered into effective as of May 30, 2008 (the “Effective Date”), by and between GENESIS FREE STATE PIPELINE, LLC a Delaware limited liability company (hereinafter referred to as “Genesis SPE”), and DENBURY ONSHORE, LLC, a Delaware limited liability company (hereinafter referred to as “Denbury”).

R E C I T A L S:

WHEREAS, Genesis SPE owns the Free State Pipeline currently used for the transportation of Carbon Dioxide, which pipeline extends from Receipt Point(s) (as defined in Section 1.1) at the dehydration facilities in Rankin County, Mississippi to multiple Delivery Points (as defined in Section 1.1) in eastern Mississippi; and

WHEREAS, Denbury desires to arrange for the transportation of Carbon Dioxide through the Pipeline and Genesis SPE desires to receive from, transport and redeliver to Denbury, Carbon Dioxide, in accordance with the terms and conditions stated in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual benefits to be derived, the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Genesis SPE and Denbury hereby agree with each other as follows:

ARTICLE I.

DEFINITIONS

1.1           Defined Words and Terms. The following capitalized words and terms as used herein shall have the meanings indicated:

(a)           The term “Anthropogenic Carbon Dioxide” means any Carbon Dioxide that is not sourced from underground natural deposits of Carbon Dioxide or natural deposits of natural gas that contain significant volumes of Carbon Dioxide.

(b)           The term “Applicable Laws” means and includes any and all laws, ordinances, orders, rules, and regulations of all governmental bodies (state, federal, tribal and municipal) having jurisdiction over the use, occupancy, operation and maintenance of the Pipeline, as such may be amended or modified from time to time.

(c)           The term “Bankruptcy Event” means, with respect to either party, the entry of a decree or order by a court of competent jurisdiction adjudging the party as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the party under the Federal Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the party or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive Days; or the consent by such party to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or similar relief under the Federal Bankruptcy Code or any other applicable law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the party or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due and its willingness to be adjudicated a bankrupt.

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(d)           The term “Carbon Dioxide” means a substance primarily composed of molecules containing one atom of carbon and two atoms of oxygen and containing at least 95 percent (dry basis) by volume of such molecules.

(e)           The term “Contract Year” means a period of three hundred sixty-five (365) consecutive Days beginning on the first Day of the first full Month following the Month in which deliveries commence under this Agreement or on any anniversary thereof; provided, however, that any such year which contains a date of February 29th shall consist of three hundred sixty-six (366) consecutive Days. This definition of Contract Year contemplates the possibility of first deliveries occurring on a Day other than the first Day of a Month.

(f)           The term “Cubic Foot” means the amount of Carbon Dioxide necessary to fill one cubic foot of space at a base pressure of 15.025 Psia and at a base temperature of 60° Fahrenheit.

(g)           The term “Daily Maximum Quantity” means the maximum amount of Carbon Dioxide that can be transported through the Pipeline in a Day at an operating pressure equal to the lesser of (i) the designed maximum allowable operating pressure of the Pipeline or (ii) the actual pressures from time to time out of Denbury’s Jackson Dome Field at the Receipt Point(s).

(h)           The term “Day” means a period beginning at 7:00 a.m. (local time) on a calendar day and ending at 7:00 a.m. (local time) on the next succeeding calendar day.  The date of a Day shall be that of its beginning.

(i)           The term “Delivery Points” has the meaning stated in Section 2.2.

(j)           The term “Denbury Designee” means a subsidiary of Denbury, a joint venture in which Denbury owns an equity interest or any other third-party, in each case that Denbury designates as entitled to receive Carbon Dioxide at a Delivery Point, or to deliver Carbon Dioxide to Denbury at a Receipt Point.

(k)           The term “Genesis Holdings” means Genesis Free State Holdings, LLC, a Delaware limited liability company.

(l)           The term “Genesis MLP” means Genesis Energy, L.P., a Delaware limited partnership.

(m)           The term “Governmental Body” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal, state, tribal or local, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

(n)           The term “Knowledge” means, with respect to Genesis SPE, the following individuals: Ross Benavides, Pat Hodgins, Mike Moore, John Millar and Grant Sims, or their respective successors in the same or similar officer positions, all of whom shall be deemed to have knowledge of a particular fact or other matter if such individual is consciously aware of such fact or other matter at the time of determination after due inquiry.

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(o)           The term “MCF” means 1,000 Cubic Feet of Carbon Dioxide.

(p)           The term “MMCF” means 1,000,000 Cubic Feet of Carbon Dioxide.

(q)           The term “Material” or “Materially” when used in reference to (i) the amount of Carbon Dioxide that is able to ship through the Pipeline, or (ii) to the Pipeline capacity generally, means greater than 5.0% of the then current Pipeline capacity (which on the Effective Date is 450 MMCF per Day).

(r)           The term “Month” means a period beginning at 7:00 a.m. (local time) on the first Day of a calendar month and ending at 7:00 a.m. (local time) on the first Day of the next succeeding calendar month.

(s)           The term “Permitted Encumbrances” means (a) materialmen’s, mechanic’s, repairmen’s, employees’, contractors’ and other similar liens or charges arising in the ordinary course of business, so long as, at any time,  no enforcement action with respect to any such lien has progressed to the point where a judgment or decree for foreclosure, or a foreclosure sale, could be entered or conducted with the next ensuing thirty (30) day period; (b) all rights reserved to or vested in any Governmental Body to control or regulate any of the real property interests constituting a part of the Pipeline; and (c) easements, rights of way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the Pipeline as it is currently being used or materially interfere with the ordinary conduct of the Pipeline.

(t)           The term “Pipeline” means the existing Free State pipeline, which extends from the upstream flange of the motor control valve which is downstream of the Denbury Free State metering facilities at Denbury’s Jackson Dome Field dehydration facilities to the outlet flanges of the motor-operated delivery valves which are downstream of Genesis SPE’s metering facilities at all Delivery Points, which term shall also include a 4.4 mile lateral pipeline to the Delivery Points at the Martinville Field.

(u)           The term “Pipeline System” has the meaning stated in Section 4.4(c).

(v)           The term “Pound-Mass” means the mass quantity of Carbon Dioxide equivalent to a pound-mass as defined by the United States National bureau of Standards.

(w)           The term “Psia” means pounds per square inch absolute.

(x)           The term “Psig” means pounds per square inch gauge.

(y)           The term “Receipt Points” has the meaning stated in Section 2.1.

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(z)           The term “Related Agreements” means all Meter Station and Pipeline Lateral Easement and Road Use Agreements (“Easement and Road Agreements”) between Genesis SPE 2 as Grantee and Denbury as Grantor, including those three (3) Easement and Road Agreements dated May 30, 2008, made with respect to the Eucutta Field, the Soso Field, and the Martinville Field, and all Agreements to Provide Electrical Power (“Power Agreements”) between Denbury and Genesis SPE 2, including those two (2) Power Agreements dated May 30, 2008, made with respect to the Eucutta Field and the Soso Field, and any additional Easement and Road Agreements or Power Agreements made between Genesis SPE 2 and Denbury in connection with additional Delivery Points.

(aa)           The term “Subject Area” means the (a) oil fields currently operated by Denbury in Eastern Mississippi, and (b) other oil fields located within a radius of twenty-five (25) miles of the Pipeline, so long as it is economically reasonable to obtain rights-of-way access from such oil fields to the Pipeline..

(bb)           The term “Transportation Fee” has the meaning stated in Section 3.1.

ARTICLE II.

SCOPE OF TRANSPORTATION SERVICE

2.1           Transportation of Carbon Dioxide. Subject to all of the terms, conditions, and limitations of this Agreement, each Day during the term hereof Denbury shall have the right to tender to Genesis SPE at the Receipt Points set forth in Exhibit B (including future Receipt Points added pursuant to the terms of Section 5.1, the “Receipt Points”) for transportation hereunder any volume of Carbon Dioxide up to the Daily Maximum Quantity.  Denbury shall maintain ownership of the Carbon Dioxide while in the Pipeline (the “Inventory”).

2.2           Redelivery of Carbon Dioxide. Subject to all of the terms, conditions, and limitations of this Agreement, each Day during the term hereof Genesis SPE shall redeliver to Denbury, at the Delivery Points set forth in Exhibit C (including future Delivery Points added pursuant to terms of Section 5.1, the “Delivery Points”), the volume of Carbon Dioxide delivered by Denbury to Genesis SPE at the Receipt Points on such Day, as such volumes may be adjusted for gains or reductions due to Carbon Dioxide added, lost or unaccounted for in the Pipeline and any other gain, loss or shrinkage factor generally applicable from time to time to the Pipeline.  Any losses of Carbon Dioxide from the Pipeline which occur as a result of the gross negligence or willful misconduct of Genesis SPE, shall be accounted for in accordance with Section 8.3 below.

2.3           Operation of the Pipeline. Genesis SPE will at all times act as a prudent operator and, at its sole cost and expense, control, operate and maintain, preserve and keep in good repair, working order and condition all improvements, machinery, equipment, pipelines, tanks, metering facilities, fixtures and other personal property and equipment of every kind and nature now or hereafter required in connection with operation of the Pipeline, and promptly make all necessary and proper repairs, renewals, replacements and substitutions, subject to the rights of Denbury set forth in Section 8.1 below.  Furthermore, Genesis SPE will promptly notify Denbury of any natural or artificial condition that does or reasonably could be expected to Materially limit or impede the operation of the Pipeline or to Materially decrease the amount of Carbon Dioxide that Denbury is able to ship through the Pipeline.

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Denbury shall at all times during the Term be permitted to observe, inspect and monitor Genesis SPE’s operation of the Pipeline to ensure Genesis SPE’s compliance with its obligations under this Agreement and its ability to perform transportation services in accordance with all applicable regulatory and industry accepted standards.  Genesis SPE shall at all times during the Term be permitted to observe, inspect and monitor Denbury’s operation of the metering facilities at the Jackson Dome Field to ensure Denbury’s compliance with its obligations under this Agreement.

2.4           Entire Capacity.

(a)           Subject to the terms of Sections 2.6(b) and 14.10, in consideration of Denbury’s agreement to pay the Transportation Fee under Section 3.1 during the Initial Term and any Renewal Terms (as such terms are defined under Section 4.2) Denbury shall have the sole and exclusive right to the entire capacity of the Pipeline to transport Carbon Dioxide, or any other substance.  Subject to the terms of Sections 2.6(b) and 14.10, no other person, including Genesis SPE itself, shall have the right to transport Carbon Dioxide, or any other substance, through the Pipeline during the Term without Denbury’s consent, which can be given or withheld in its sole discretion.

(b)           If Denbury’s sole and exclusive right (subject to Sections 2.6(b) and 14.10) to use the entire capacity of the Pipeline to transport Carbon Dioxide, or any other substance (the “Exclusive Right”) under the terms of this Agreement is reasonably believed by Denbury to be threatened due to (a) an application of, or a change in, federal law or regulations or interpretation thereof, applicable to Carbon Dioxide pipelines or their operation or ownership, (b) an application of, or a change in, law or regulations or  interpretation thereof, of any state in which the Pipeline, or any pipeline connected thereto, is located which is similarly applicable, or (c) assertion by a third party of an actual or alleged right to ship Carbon Dioxide on any part of the Pipeline, or any pipeline connected thereto, then on request of Denbury, the parties hereto shall negotiate in good faith to modify and will modify the terms of this Agreement and all documents collateral hereto in order to assure that Denbury will continue to have the Exclusive Right, on terms substantially the same as those contained in Section 2.4(a) hereinabove.

(c)           Consistent with Denbury’s Exclusive Right provided in Section 2.4(a) above, Genesis SPE agrees to own and operate the Pipeline and conduct its business as a private carrier and not as a common carrier, and that neither will it operate the Pipeline for the purpose of transporting Carbon Dioxide or any other substance to or for the public for compensation, nor will it seek certification as a public utility or public service corporation under Mississippi law or other Applicable Laws.

2.5           Anthropogenic Carbon Dioxide.  If at any time during the Term Denbury desires to tender Material amounts (determined in reference to the Pipeline capacity generally) of Anthropogenic Carbon Dioxide to Genesis SPE at the Receipt Points (specified on Exhibit B, as revised) for shipping, Denbury shall first notify Genesis SPE of such desire and thereafter the parties shall negotiate in good faith to identify mutually acceptable terms under which such Anthropogenic Carbon Dioxide may be tendered or shipped; providedhowever, in no event shall Denbury be prohibited from transporting Anthropogenic Carbon Dioxide.

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2.6           Agreement to Remain Shipper.  During the Initial Term or any Renewal Term(s) of this Agreement:

(a)           During any period in which Denbury or any of its affiliates is the direct or indirect provider of Carbon Dioxide (including through the ownership of reserves in place or the acquisition, lease or other procurement arrangement relating to natural or anthropogenic Carbon Dioxide) to any of its oil and gas operations located in the Subject Area on which enhanced oil recovery operations using Carbon Dioxide are being conducted, and there is sufficient delivery capacity on the Pipeline, Denbury will (and will cause its affiliates and others it controls, including by operating agreement or otherwise, to) use the Pipeline to transport all of such Carbon Dioxide.  To the extent that (i) there is not sufficient delivery capacity on the Pipeline for the volumes of such Carbon Dioxide (such volumes of Carbon Dioxide in excess of such available capacity, the “Excess Volumes”); or (ii) the cost of transporting such Carbon Dioxide on the Pipeline is materially higher than the cost of other transportation alternatives (such volumes of Carbon Dioxide that, if transported on the Pipeline, would result in such materially higher transportation cost to Denbury, the “Uneconomic Volumes”), then Denbury shall be permitted to transport the Excess Volumes and/or the Uneconomic Volumes by means other than the Pipeline.

(b)           Denbury will deliver to Genesis SPE, as soon as reasonably practicable, advanced written notice of any material changes to its planned use of the Pipeline, and if Denbury reasonably determines in good faith that it no longer intends to transport any amounts of Carbon Dioxide through the Pipeline and provides Genesis SPE with written notification of such intention, which specifies a date following which Denbury will no longer transport Carbon Dioxide through the Pipeline (the “Abandonment Date” and the “Abandonment Notice”), then, notwithstanding anything contained in this Agreement to the contrary, Genesis SPE shall be permitted at any time after both Genesis SPE’s receipt of the Abandonment Notice and the arrival of the Abandonment Date to (i) terminate this Agreement, the Special Representations and Covenants Agreement dated as of the Effective Date (“SRCA”) by and between Denbury, Genesis Holdings and Genesis MLP and the ROFR (as such term is defined in Article XV) by and between Denbury, Genesis Holdings and Genesis SPE without any further obligations, costs or penalties, effective upon written notice of termination to Denbury, (ii) accept Carbon Dioxide or any other substance for transport through the Pipeline from any third party, (iii) make any such alterations or modifications as may be required to the Pipeline to permit the transportation of oil, natural gas or any other substance as determined by Genesis SPE, and (iv) sell or otherwise dispose of the Pipeline (not subject to the ROFR or the restrictions on transfer contained herein). Denbury shall be permitted at any time after both Genesis SPE’s receipt of the Abandonment Notice and the arrival of the Abandonment Date to terminate this Agreement, the SRCA and the ROFR without any further obligations, costs or penalties, effective upon written notice of termination to Genesis SPE.

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ARTICLE III.

TRANSPORTATION FEE

3.1           Transportation Fee. For the transportation of Denbury’s or Denbury Designee’s Carbon Dioxide received at the Receipt Points during any Month of the Initial Term and to the extent they come into existence, the Renewal Terms, Denbury shall pay Genesis SPE a transportation fee as more fully described in Exhibit A (the “Transportation Fee”).

ARTICLE IV.

TERM; RENEWALS; EVENTS OF DEFAULT; REMEDIES

4.1           Initial Term. Subject to the other provisions hereof, this Agreement shall be effective from the date hereof and shall continue in force and effect for twenty (20) Contract Years (the “Initial Term”).

4.2           Renewal Terms.  Provided that Denbury is not in default under this Agreement beyond applicable notice and cure or grace periods as set forth in this Article IV at the time of exercise of the Options granted herein, Denbury is granted two options (the “Options”) to renew this Agreement on the same terms and conditions hereunder, the first such option for an additional term of five (5) years (which shall be referred to as the “First Renewal Term”) and the second such option for a subsequent renewal period of five (5) years (which shall be referred to as the “Second Renewal Term”); the First Renewal Term and the Second Renewal Term may be collectively referred to hereinafter as the “Renewal Terms”).  The First Renewal Term shall commence on the next Day after the expiration of the Initial Term and the Second Renewal Term shall commence on the next Day after the expiration of the First Renewal Term.  Denbury shall exercise the Options, if at all, by delivering to Genesis SPE written notice of the exercise of the Options at least six (6) Months prior to the expiration of the Initial Term, or the First Renewal Term (the Initial Term and to the extent they come into existence, the Renewal Terms, may be collectively referred to in this Agreement as the “Term”).  

4.3           Default. The occurrence of one or more of the following matters shall constitute an event of default (a “default”):  

(a)           by either party, upon the occurrence of a Bankruptcy Event involving such party;

(b)           by either party, upon the failure of such party to make any payment to the other party as and when due hereunder where such failure continues for thirty (30) Days after the delivery of written notice by the other party of such failure to make such payment;

(c)           (i) by either party, upon the material breach by such party of any other covenant, agreement, obligation, duty or provision of this Agreement, (ii) by Genesis SPE, upon the material breach by Genesis Holdingsor Genesis MLP of any representation, warranty, covenant or agreement made by Genesis Holdings or Genesis MLP under the SRCA, or (iii) by Denbury, upon the material breach by Denbury Resources Inc. of any covenant or agreement regarding the Guaranty Agreement as provided in Section 14.11, where such breach under (i), (ii) or (iii) above continues for thirty (30) Days after the breaching party’s receipt of written notice thereof from the other party; provided, however, that if the matter which is the subject of the breach cannot by its nature with due diligence be remedied by such party within said thirty (30) Day period, and such party shall have prepared a plan for remedying such failure that is reasonably acceptable to the other party and such party is proceeding with diligence to implement such plan, such thirty (30) Day period shall be extended by such additional time period as may be reasonably required to implement such plan, and, provided further, however, that the remedying of such potential default shall not affect any right provided hereunder of the other party to terminate this Agreement if other defaults occur before such potential default has been remedied, and provided further that the notice and opportunity to cure provisions of this Section 4.3(c) shall not apply to any of the events of default under Sections 4.3(a), (b), or (d), and provided further, however, that demand may be made on Denbury Resources Inc. on the Guaranty Agreement only if a failure by Denbury to make a payment as and when due hereunder continues unremedied for thirty (30) Days after the delivery of written notice by Genesis SPE to Denbury of such failure, but following demand on the Guaranty Agreement no further notice and opportunity to cure will be required under the Guaranty Agreement related to such failure by Denbury;

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(d)           by Genesis SPE, upon the occurrence of event of default by Genesis SPE, Genesis MLP, or any other Genesis MLP affiliate, under any credit facility, financing arrangement or other indebtedness for borrowed money to which Genesis SPE, Genesis MLP or any other Genesis MLP affiliate is a party, co-borrower or guarantor in an aggregate principal amount exceeding $10,000,000.

4.4           Remedies Upon Default.

(a)           Subject to the requirements of Section 14.9 below that disputes be resolved in accordance with the dispute resolution provisions described in Exhibit E hereto, upon the occurrence of a default by a party and the expiration of any applicable cure or grace period provided herein with respect thereto, the other party may exercise any right or remedy it may have at law and/or in equity.

(b)           Upon the occurrence of a default by Genesis SPE under Sections 4.3(c) or 4.3(d) above, (and the expiration of any applicable cure or grace period provided herein with respect thereto), if the event of default Materially decreases the amount of Carbon Dioxide that Denbury is able to ship through the Pipeline, Denbury shall have the right to appoint a replacement operator for Genesis SPE as operator of the Pipeline during the Term; provided that such replacement operator shall not be Denbury, Denbury Resources Inc., or any of its controlled subsidiaries other than Genesis MLP or one of its controlled subsidiaries; and provided further, that upon such replacement, Genesis SPE shall supervise and monitor the performance of the replacement operator to confirm such replacement operator’s compliance with the performance obligations of the operator hereunder (an “Operator Replacement”).  Further, upon the occurrence of a default by Genesis SPE under Section 4.3(a), Denbury shall have the right to effect an Operator Replacement.  All fees and expenses of the replacement operator shall be borne by Genesis SPE.

(c)           Upon the occurrence of a default by Genesis SPE under Section 4.3(c) or 4.3(d), above, if such event of default Materially decreases, or will Materially decrease the amount of Carbon Dioxide that Denbury is able to ship through the Pipeline, or upon the occurrence of a default under Section 4.3(a), Denbury shall have the option, but not the obligation, but only within thirty (30) Days of the occurrence of any such event of default, to notify Genesis SPE of its intention to purchase the Pipeline, along with the assets, contracts and properties associated therewith (as described on Exhibit D, and collectively referred to as the “Pipeline System”, provided that the term Pipeline System shall also include all assets, contracts and properties (including Related Agreements) that become associated with the Pipeline during the Term subsequent to the Effective Date, including new Receipt Points and Delivery Points that may be established as provided in Article V hereunder) at a price equal to one hundred percent (100%) of the Pipeline System’s Fair Market Value (as defined below); provided, however, that Denbury may elect to offset or recoup any other amounts owed by Genesis SPE to Denbury under this Agreement against the purchase price of the Pipeline System at the time that the Fair Market Value is determined.  As used herein, the term “Fair Market Value” shall mean the higher of (i) the fair market value of the Pipeline System;  or (ii) the fair market value of the Pipeline System after giving effect to this Agreement.  If the parties cannot agree upon such Fair Market Value within thirty (30) Days of Denbury’s notice to Genesis SPE of its intention to purchase the Pipeline System, the purchase price shall be determined pursuant to an arbitration proceeding conducted in accordance with Section 14.9.  The parties shall cooperate in good faith to consummate the sale as soon as reasonably possible, and if the parties are unable to close the transaction within ninety (90) Days of Denbury’s notice to Genesis SPE of its intention to purchase the Pipeline System, the parties shall submit to an arbitration proceeding conducted in accordance with Section 14.9 to resolve any remaining issues related to the purchase of the Pipeline System by Denbury.  All future obligations of the parties under this Agreement, the Guaranty Agreement and the Related Agreements and all of Genesis SPE’s interests therein, shall terminate upon consummation of any such purchase of the Pipeline System by Denbury, provided that the parties shall retain any and all rights to pursue remedies provided herein against the other for damages resulting from breaches of this Agreement that occur prior to the consummation of any such purchase.

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4.5           New Transportation Services Agreement. Provided that Denbury is not in default under this Agreement beyond applicable notice and cure or grace periods as set forth in this Article IV, and assuming Denbury has previously exercised both Options for the Renewal Terms as provided in Section 4.2 above, at Denbury’s request the parties agree to negotiate in good faith regarding a new transportation services agreement on terms consistent with then-current market conditions, for the period after the expiration of the Second Renewal Term.  The parties shall commence any negotiations on a new transportation services agreement no later than twelve (12) Months prior to the expiration date of the Second Renewal Term (the “Negotiation Period”).  During the Negotiation Period, if any bona fide written or oral offers are delivered by Genesis SPE to third-parties (the “Delivered Offers”) or received by Genesis SPE from third-parties (the “Received Offers,” and together with the Delivered Offers, collectively the “Offers”) regarding the transportation of any substance on the Pipeline by Genesis SPE on behalf of such third-parties after expiration of the Second Renewal Term, Genesis SPE shall provide Denbury with written notification of all terms and conditions of each Offer within ten (10) Days following delivery or receipt thereof.  Thereafter, if a third-party desires to accept a Delivered Offer, or Genesis SPE desires to accept a Received Offer, before entering into any transportation services agreement between Genesis SPE and such third-party based on such Offer, Genesis SPE will provide Denbury with the final agreed form of such transportation services agreement and thereafter Denbury shall have thirty (30) Days to enter into such transportation services agreement with Genesis SPE in lieu of such third-party.

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ARTICLE V.

RECEIPT POINTS, DELIVERY POINTS AND PRESSURES

5.1           Receipt Points and Delivery Points.

(a)           The Receipt Points are set forth on Exhibit B.  The Delivery Points are set forth on Exhibit C.  Denbury may notify Genesis SPE at any time and from time to time that Denbury or Denbury’s Designee requires one or more additional Receipt Points or Delivery Points on the Pipeline and Genesis SPE will establish such additional Receipt Points or Delivery Points as soon as reasonably practicable.  Denbury shall reimburse Genesis SPE for all incremental costs incurred or to be incurred by Genesis SPE as a result of the addition of such Receipt Points or Delivery Points through a one-time reimbursement payment. Upon the addition of any Receipt Point or Delivery Point, the parties shall execute an amendment of this Agreement which shall reflect all of the Receipt Points or Delivery Points on a revised Exhibit B or Exhibit C, as appropriate.  Furthermore, the parties may enter into additional Related Agreements, as needed, with respect to such new Receipt Points or Delivery Points.

(b)           The exact point at which delivery by Genesis SPE to Denbury or Denbury’s Designee shall be deemed to be made shall be the outlet flange of Genesis SPE’s motor operated delivery valve connecting the facilities of the Pipeline with the facilities of Denbury or Denbury’s Designee.

(c)           The parties agree that (i) new Receipt Points will be established for any Anthropogenic Carbon Dioxide that is to be shipped on the Pipeline or, (ii) to the extent Denbury commingles Anthropogenic Carbon Dioxide and naturally occurring Carbon Dioxide upstream of the established Receipt Points, the parties shall reasonably agree upon an allocation of volumes between the naturally occurring Carbon Dioxide and Anthropogenic Carbon Dioxide at such Receipt Points.

5.2           Responsibility.  As between the parties hereto, and subject to the limitations set forth in other provisions of this Agreement, Genesis SPE shall be responsible for any injuries, losses, expenses, claims, liabilities, or damages caused by the Carbon Dioxide while it is in the Pipeline until it shall have been delivered to Denbury or Denbury’s Designee at the Delivery Points.  Prior to receipt by Genesis SPE at the Receipt Points and after such delivery to Denbury or Denbury’s Designee at the Delivery Points, Denbury or Denbury’s Designee shall be responsible for any injuries, losses, expenses, claims, liabilities, or damages caused thereby. Subject to the limitations set forth in other provisions of this Agreement, each party (the “Indemnifying Party”) shall indemnify the other party in respect of any injuries, losses, expenses, claims, liabilities, or damages occurring while the Carbon Dioxide is in possession of the Indemnifying Party. Genesis SPE shall not take title to Denbury’s Carbon Dioxide in the Pipeline merely by receipt of such Carbon Dioxide for Denbury’s account. Genesis SPE will not have title to any of the Carbon Dioxide including any Carbon Dioxide provided by Denbury for Inventory.

5.3           Pressure Criteria.  All Carbon Dioxide tendered by Denbury at any Receipt Point shall be delivered at pressures sufficient to enter the Pipeline at the working pressures maintained by Genesis SPE at such Receipt Point from time to time. Genesis SPE shall deliver the volumes of Carbon Dioxide as provided for hereunder at the Delivery Points at pressures ranging from 1100 to 1680 psig.  It is the intention of both parties that the pressure of the Pipeline will be controlled by Denbury’s operations at its Jackson Dome Field and that Genesis SPE shall not be required to install compression or pumping equipment to increase or control the pressure in the Pipeline at any time.

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ARTICLE VI.

QUANTITY

6.1           Delivery Rates. Genesis SPE and Denbury shall endeavor to deliver and to accept, respectively, Carbon Dioxide in as reasonably constant rates as is practicable. Genesis SPE and Denbury understand and agree that the amount of Carbon Dioxide delivered hereunder from time to time may not exactly equate with the volume of Carbon Dioxide requested for delivery hereunder since variations may occur due to the inherent fluctuations in normal pipeline operations.

6.2           Cooperation Regarding Deliveries. Genesis SPE and Denbury agree to fully cooperate with each other in adjusting monthly and daily deliveries hereunder.  In the event of an emergency which poses danger to life or property, no prior notice shall be necessary before partial or total shutdown by either party, but notice of such shutdown and the reason therefore shall be given as soon as practicable thereafter. If a shutdown becomes necessary for either party on a non-emergency basis, such party shall give at least twenty-four (24) hours’ prior notice to the other party.

ARTICLE VII.

QUALITY SPECIFICATIONS

7.1           Specification. The Carbon Dioxide delivered by Denbury to Genesis SPE at the Receipt Points and delivered by Genesis SPE to Denbury at the Delivery Points shall meet the following specifications (collectively the “Quality Specifications”):

(a)           Water. The Carbon Dioxide shall not contain any free water and the water vapor content shall not exceed thirty (30) pounds per MMCF.

(b)           Hydrogen Sulfide. The Carbon Dioxide shall not contain more than 100 ppm of hydrogen sulfide on a volume basis.

(c)           Volume.  The Carbon Dioxide shall be at least 95% pure (dry basis).

(d)           Pressure.  The Carbon Dioxide shall have a minimum pressure of 1100 psig.

(e)           Temperature.  The Carbon Dioxide shall have a maximum temperature no higher than 110 degrees Fahrenheit.

7.2           Testing.  Denbury shall ensure that tests to determine the quality of Carbon Dioxide are conducted as often as necessary in Denbury’s sole opinion, utilizing approved standard methods in general use. At Genesis SPE’s request, Denbury shall furnish Genesis SPE with copies of all test results. Denbury shall give Genesis SPE reasonable notice of all such tests in order that Genesis SPE or Genesis SPE’s agent may have its representative present, if Genesis SPE so desires.

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7.3           Disclaimer. THE PARTIES HERETO RECOGNIZE AND AGREE THAT NEITHER PARTY IS A MERCHANT OF FOOD GRADE OR MERCHANTABLE CARBON DIOXIDE FOR USE IN FOOD OR DRINK OR OTHER CONSUMABLES AND NEITHER PARTY IN ANY WAY WARRANTS THE MERCHANTABILITY OR FITNESS OF ANY CARBON DIOXIDE DELIVERED OR TO BE DELIVERED HEREUNDER FOR ANY PARTICULAR PURPOSE.

7.4           Sour Carbon Dioxide.  In the event that Denbury desires to have Genesis SPE transport Carbon Dioxide that contains hydrogen sulfide in excess of the specifications set forth in Section 7.1(b) (“Sour Carbon Dioxide”), Denbury shall so notify Genesis SPE and advise Genesis SPE of the expected hydrogen sulfide composition of the Sour Carbon Dioxide that Denbury desires to have transported. Promptly upon receipt of such notice, Genesis SPE shall conduct such studies as it believes are necessary to determine the incremental costs that Genesis SPE will incur to transport such Sour Carbon Dioxide for Denbury, and it shall complete such studies within 90 Days of its receipt of Denbury’s notice.  Genesis SPE shall make all such studies available to Denbury, and based on such studies, the parties shall negotiate a revised Transportation Fee which shall be designed to take into account such incremental costs.  In the event the parties are unable to mutually agree upon a revised Transportation Fee, either party may submit the determination of the revised Transportation Fee to the dispute resolution provisions conducted in accordance with Section 14.9. Upon the determination of the revised Transportation Fee, Genesis SPE shall promptly commence to modify the Pipeline so as to enable it to transport Denbury’s Sour Carbon Dioxide, and it shall prosecute such modification to completion with due diligence. Genesis SPE shall advise Denbury when such modification has been completed, and thereafter Denbury shall be entitled to commence the delivery of Sour Carbon Dioxide to Genesis SPE hereunder.

ARTICLE VIII.

OWNERSHIP AND OPERATION OF THE PIPELINE

8.1           Facility Ownership. Genesis SPE will own, operate, maintain and make any improvements to the Pipeline. However, any improvements made to, or maintenance or operations of, the Pipeline by Genesis SPE following the Effective Date shall not adversely affect Denbury’s intended use of the Pipeline set forth hereunder.  Denbury will own, operate and maintain the pipelines and measurement facilities that are upstream of the upstream flange of the motor control valve which is downstream of the Denbury Free State metering facilities at Denbury’s Jackson Dome Field dehydration facilities at each Receipt Point and the pipelines and measurement facilities beginning with and downstream of the outlet flange of the motor-operated delivery valve located downstream of Genesis SPE’s custody transfer meter at each Delivery Point.  Denbury will maintain Carbon Dioxide custody to the upstream flange of Genesis SPE’s motor control valve which is downstream of Denbury’s measurement facilities at each Receipt Point.  Denbury shall be solely responsible for the delivery of Carbon Dioxide to the upstream flange on the inlet side of Genesis SPE’s motor control valve at each Receipt Point.  Genesis SPE will maintain Carbon Dioxide custody from the motor control valve which is downstream of Denbury’s Free State metering facility at each Receipt Point to the flange on the outlet side of Genesis SPE’s motor-operated valve which is downstream of Genesis SPE’s metering facility at each Delivery Point. Genesis SPE shall be solely responsible for the delivery of Carbon Dioxide to the flange on the outlet side of Genesis SPE’s motor-operated delivery valve at each Delivery Point. All piping downstream from the Delivery Points shall be the responsibility of Denbury. Any of Denbury’s rights to deliver and receive Carbon Dioxide under this Agreement may be transferred to a Denbury Designee and the provisions of this Section 8.1 will be deemed modified to account for such transfer to Denbury’s Designee; provided however, that Denbury remains responsible for all of its obligations hereunder, including without limitation for payment of Transportation Fees for all Carbon Dioxide delivered by the Pipeline on behalf of a Denbury Designee hereunder.

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8.2           Maintenance and Repair of Pipeline; Improvements to Pipeline.  To the extent the Pipeline requires maintenance or repair work, or improvements that, when performed, could reasonably be expected to adversely affect Genesis SPE’s ability to accept or redeliver a Material volume of Carbon Dioxide delivered by Denbury, the parties will evaluate circumstances and determine the most optimal timing and means by which to conduct such maintenance, repair or improvement activity so as to minimize the negative impact of such maintenance, repair or improvements on Denbury’s throughput of Carbon Dioxide through the Pipeline.  Upon such determination by the parties, Genesis SPE shall perform such work as soon as reasonably practicable. To the extent the Pipeline requires maintenance or repair work resulting from an emergency situation and such work can be immediately performed by Denbury, and Denbury reasonably determines that Genesis SPE will not immediately perform the work, then Denbury shall have the right, but not the obligation, to perform such maintenance or repair work, subject to industry accepted standards, on Genesis SPE’s behalf and in connection therewith, incur reasonable expenses for the account of Genesis SPE, and any and all such sums expended or obligations reasonably incurred by Denbury in connection therewith shall be paid by Genesis SPE to Denbury within thirty (30) Days following written invoice from Denbury.  In the event Genesis SPE fails to reimburse and pay same to Denbury, Denbury may deduct such amounts from subsequent monthly installments of the Transportation Fee and other charges (if any) that from time to time thereafter may become due and payable by Denbury to Genesis SPE hereunder.  Any such deduction from the monthly Transportation Fee shall not constitute an event of default by Denbury.

8.3           Reimbursement for Carbon Dioxide Losses.  In the event that losses of Carbon Dioxide for a given Month during the Term occur in excess of the average normal losses or average normal unaccounted for volumes occurring during the immediately preceding three (3) Months, and that such losses are due in any substantial part to the gross negligence or willful misconduct of Genesis SPE during its operation of the Pipeline, Genesis SPE shall reimburse Denbury for the actual volume of such excess loss in an amount per MCF of Carbon Dioxide  equal to 1.0% of the arithmetic average of all daily settlement prices published for the “Light Sweet Crude Oil” (CL) prompt month contract reported by the New York Mercantile Exchange (NYMEX) (trade days only) beginning on the first day of the Delivery Month through and including the last day of the Delivery Month. The Delivery Month shall be the month in which the Carbon Dioxide was lost.  The actual volume lost will be the difference between (i) the Month to date total of all Carbon Dioxide received as measured by all Receipt Point meters less the average normal losses and average normal unaccounted for volumes of Carbon Dioxide during the immediately preceding three (3) Months, and (ii) the Month to date total volume of all Carbon Dioxide actually determined to be delivered as measured by all Delivery Point meters.  

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If for any reason the total excess loss cannot be ascertained or computed from the readings of existing meters it shall be estimated and agreed upon by the parties upon the basis of the best data available, using the first of the following methods which is feasible: (x) by using the registration of any check meters, if installed and accurately registering; (y) by estimating the quantity delivered during preceding periods under similar conditions, or (z) by mathematical calculations where appropriate.

ARTICLE IX.

MEASUREMENT

9.1           Measurement Point. The Carbon Dioxide received and delivered hereunder shall be measured for custody transfer by Denbury at the Receipt Points and by Genesis SPE at the Delivery Points in accordance with the standards set out in this Article.  Each party shall have sole responsibility for the operation and maintenance of its respective Carbon Dioxide metering facilities.  Genesis SPE shall have care, custody and control of the Carbon Dioxide following transfer at the Receipt Points until the Carbon Dioxide is re-delivered to Denbury at the Delivery Points.

9.2           Procedure. Custody transfer measurement of Carbon Dioxide shall be determined from Pound-Mass quantities, which will be converted to standard Cubic Feet quantities. The molecular weight of the metered stream of Carbon Dioxide, calculated from the compositional analyses, shall be the basis for conversion of Pound-Mass measurement units to standard Cubic Feet measurement units.

9.3           Atmospheric Pressure. The atmospheric pressure at the Receipt Points and Delivery Points shall be based upon 14.73 Psia at sea level, which corrected to actual elevation is 15.025 Psia, and may be assumed to be constant for calculation purposes.

9.4           Meter Standards. The Carbon Dioxide delivered hereunder shall be measured with orifice meters constructed and installed in accordance with the October, 1981, compilation of standards in the American Petroleum Institute, Manual of Petroleum Standards, Chapter 14, with any subsequent amendments, revisions and additions which may be mutually acceptable to Genesis SPE and Denbury. Computations of Pound Mass shall also be made in accordance with said manual.  Either party may install, at its own expense, a check meter at the location of the other party’s custody transfer meter, which meter shall be of similar quality to the custody transfer meter in place.  The installation and operation of such check meter shall be conducted so as not to adversely affect the operation of the existing metering facilities.  Both Denbury and Genesis SPE shall have reasonable access to the Carbon Dioxide metering facilities of the other, including access to check meters, at all reasonable times.  

9.5           Temperature. The temperature of the Carbon Dioxide shall be determined by an on-line temperature measuring device so installed that it will sense the temperature of the Carbon Dioxide flowing through the meter.

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9.6           Calibration of Meters.  Denbury and Genesis SPE agree to maintain their respective meter facilities so as to perform accurately and remain in good repair.  Each Receipt Point meter (which will be owned by Denbury) and Delivery Point meter (which will be owned by Genesis SPE) shall be calibrated (by checking the temperature, pressure and pressure differential transducers) at least once every thirty (30) Days by Denbury and Genesis SPE, respectively. Each party shall provide reasonable notice to the other party of such test of its measuring equipment in order that, if so desired, the other party may have its representative present to witness such test.  In addition to the foregoing, the measuring equipment shall be inspected, tested and calibrated by an independent certified company agreeable to both parties twice a year. At any time Denbury or Genesis SPE may challenge the accuracy of the custody transfer metering equipment at the Delivery Point or Receipt Point, respectively, and if challenged, the equipment shall be tested and repaired as necessary.  If the accuracy of the metering equipment is challenged and is found to be inaccurate by two percent (2%) or less, the challenging party shall pay the expenses related to the special test.  If the metering equipment is found to be inaccurate by an amount exceeding two percent (2%), registrations thereof shall be corrected at zero percent (0%) for a period extending back to the time such inaccuracy occurred, if such time is ascertainable, and if such time is not ascertainable, then back one-half (1/2) of the time elapsed since the last date of calibration.

9.7           Meter Inaccuracies.  If any inaccuracies greater than two percent (2%) are found in a custody transfer meter as set forth in Section 9.6 above, or if a custody transfer meter is out of service or out of repair so that the amount of Carbon Dioxide delivered cannot be ascertained or computed from the readings thereof or corrected pursuant to Section 9.6 above, the Carbon Dioxide measurement during the period the meter is inaccurate or out of service or out for repair shall be estimated and agreed upon by the parties using the best data available, upon the first of the following methods which is feasible:

(a)           By using the registration of any check meter, if installed and accurately registering.

(b)           By correcting the error if the percentage of error is ascertainable by calibration, test, or mathematical calculation.

(c)           By estimating the quantity delivered by deliveries during preceding periods under similar conditions when the meter was registering accurately.

9.8           Samples.  A composite sample of Denbury’s Carbon Dioxide stream shall be accumulated during each Month at the Receipt Point and analyzed for its composition by gas chromatograph or other methods agreed to by Genesis SPE and Denbury, at Denbury’s expense.

ARTICLE X.

FORCE MAJEURE

10.1           Definition. If, while this Agreement is in effect, either party is rendered unable, wholly or in part, by Force Majeure to carry out its obligations (except financial obligations) under this Agreement, it is agreed that, on such party’s giving notice and reasonably full particulars of such Force Majeure in writing to the other party within three (3) business Days after the occurrence of the Force Majeure relied on, then the obligations of the party giving such notice, so far as they are affected by such Force Majeure, shall be suspended during the continuance of any inability so caused, but for no longer period, and such cause shall so far as possible be remedied with all reasonable dispatch. The term “Force Majeure,” as used herein, shall mean acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, wars, terrorism, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, high water, washouts, arrests and restraints of government and people, civil disturbances, explosions, breakage or accident to machinery or lines of pipe, freezing of wells or lines of pipe, partial or entire failure of wells, and any other causes, whether of the kind herein enumerated or otherwise, not reasonably within the control of the party claiming Force Majeure. Without limiting the generality of the foregoing, the term “Force Majeure” shall likewise include those instances where either party hereto is required to furnish materials and supplies for the purpose of constructing or maintaining facilities or is required to secure permits, rights-of-way or permissions from any governmental agency or other person or entity to enable such party to perform hereunder, the inability of such party to acquire, or the delays on the part of such party in acquiring, at reasonable cost and after the exercise of reasonable diligence, such materials and supplies, permits and permissions.  An occurrence of Force Majeure that affects the source of Denbury’s Carbon Dioxide or the ability of Denbury’s operations to receive and utilize the Carbon Dioxide supplies shall be deemed to be an occurrence of Force Majeure affecting Denbury hereunder.

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10.2           Limitation on Force Majeure.  The fact that an emergency situation is an event of Force Majeure will not limit Denbury’s rights to perform maintenance or repair work to the Pipeline as provided in Section 8.2 above.  If, after deliveries have commenced hereunder, an event of Force Majeure Materially affects the amount of Carbon Dioxide that Denbury is able to ship through the Pipeline during a consecutive period of 45 or more Days, then, at any time after such period and prior to the time such event has been remedied, Denbury may effect an Operator Replacement and/or Denbury may purchase the Pipeline System under the same terms as described in Section 4.4(c); provided that, notwithstanding the right of Denbury to effect an Operator Replacement, and the right of Denbury to purchase the Pipeline as described in Section 4.4(c), a Force Majeure event as described in this sentence shall not be treated as an event of default under this Agreement.

10.3           Strikes and Lockouts.  It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the party having the difficulty and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of any opposing party when such course is inadvisable in the discretion of the party having the difficulty.

ARTICLE XI.

NOTICES

11.1           Denbury Notices.  All notices provided for herein shall be in writing and shall be deemed to be delivered to Denbury when received via the United States mail at the following address:

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DENBURY ONSHORE, LLC

Attn: Phil Rykhoek, Chief Financial Officer

5100 Tennyson Parkway

Suite 1200

Plano, Texas 75024

With a copies to:

DENBURY RESOURCES, INC.

Attn: H. Raymond Dubuisson, Vice President – Land

5100 Tennyson Parkway

Suite 1200

Plano, Texas 75024

Baker & Hostetler LLP

Attn: Donald W. Brodsky, Esq.

1000 Louisiana

Suite 2000

Houston, Texas 77002

11.2         Genesis SPE Notices. All notices provided for herein shall be in writing and shall be deemed to be delivered to Genesis SPE when received via the United States mail at the following address:

GENESIS FREE STATE PIPELINE, LLC

Attn: Joseph A. Blount, President and Chief Operating Officer

500 Dallas St.

Suite 2500

Houston, Texas 77002

With a copies to:

Akin Gump Strauss Hauer & Feld LLP

Attn: J. Vincent Kendrick, Esq.

1111 Louisiana Street

44th Floor

Houston, Texas 77002

11.3         Change of Address. Either party may change its address described in this Article by sending written notice to the other party in accordance with the provisions of this Article.

11.4         Electronic Notices.  With respect to notices required under Section 6.2 and Section 7.2 above, the parties may elect to provide such notices via electronic communication (i.e., electronic mail and telephone facsimile) to the other party to the following contact information:

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Denbury:

Attn: Dan E. Cole, Vice President, Marketing

E-Mail: dan.cole@denbury.com

Facsimile: (972) 673-2299

Genesis SPE:

Attn: Joe Blount, President & Chief Operating Operator

E-Mail: JAB@genlp.com

Facsimile: (713) 860-2636

Furthermore, all written notices as required under this Article XI to be sent via United State Mail may also be distributed via electronic mail and facsimile at the discretion of either party.

ARTICLE XII.

PAYMENT, AUDIT AND FINANCIAL RESPONSIBILITY

12.1           Payment. Genesis SPE shall furnish a monthly statement by the first (1st) work Day of the Month following any Month during which Carbon Dioxide is delivered (a “Subject Month”) showing: (i) the total quantity of Carbon Dioxide received at all Receipt Points during the Subject Month, (ii) the Inventory at the end of the Subject Month, (iii) the quantity of Carbon Dioxide added, lost or unaccounted for during the Subject Month, (iv) the quantity of Carbon Dioxide delivered to each Delivery Point during the Subject Month, and (v) the total quantity of Carbon Dioxide delivered at all Delivery Points during the Subject Month, and all other details that are necessary to account for the volumes transported.  Denbury shall make payment on or before the 20th day of the Month following the Subject Month for the total quantity of Carbon Dioxide delivered at all Delivery Points during the Subject Month at the monthly average MMCF/Day tier rates, in accordance with Exhibit A attached hereto.

12.2           Auditing. Each party shall have the right at reasonable business hours to examine the books, records, and measurement documents of the other party to the extent necessary to verify the accuracy of any statement, payment, calculation, or determination made pursuant to the provisions of this Agreement for any Contract Year within two (2) Contract Years following the end of such Contract Year. If any such examination shall reveal, or if either party shall discover, any error or inaccuracy in its own or the other party’s statement, payment, calculation, or determination, then proper adjustment and correction thereof shall be made as promptly as practicable thereafter, except that no adjustment or correction shall be made for an error or inaccuracy if more than two (2) Contract Years have elapsed since the end of the Contract Year in which such error or inaccuracy occurred.

12.3           Failure to Pay. If Denbury fails to pay any amount payable to Genesis SPE hereunder when due, then commencing five (5) Days from the date written notice is received by Denbury of such failure until the date payment is made, interest thereon shall accrue and be payable at the lesser of (i) the highest legally permissible rate or (ii) the prime lending rate (as such rate may vary from day-to-day), plus an additional two percent (2%), established by JP Morgan Chase Bank, N.A., New York until the date payment is made.  If, for any reason, such failure to pay any amount continues for thirty (30) Days or more after the date that written notice is received by Denbury of such failure, then (a) Genesis SPE may suspend its deliveries of Carbon Dioxide hereunder and (b) such matter shall be resolved in accordance with the arbitration provisions described in Section 14.9.

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ARTICLE XIII.

WARRANTIES

13.1           Denbury Warranty. Denbury warrants, for itself, its successors, heirs, legal representatives and assigns, to Genesis SPE that at the time Denbury delivers Carbon Dioxide to Genesis SPE, Denbury will have good title to or the right to deliver such Carbon Dioxide, and that such Carbon Dioxide shall be free and clear from liens, encumbrances and claims of every kind and shall meet the quality specifications set forth under Article VII. Denbury shall indemnify and save Genesis SPE harmless from all suits, claims, liens, damages, costs, losses, expenses and encumbrances of whatsoever nature arising from and out of claims of any or all persons to said Carbon Dioxide, or title thereto, or to royalties, taxes, license fees, payments or other charges thereon applicable before the delivery of the Carbon Dioxide by Denbury or a Denbury Designee to Genesis SPE and after the redelivery of the Carbon Dioxide by Genesis SPE to Denbury or a Denbury Designee.

13.2           Genesis SPE Warranty.  Genesis SPE warrants, for itself, its successors, heirs, legal representatives and assigns, to Denbury that at the time Genesis SPE re-delivers Carbon Dioxide to Denbury or a Denbury Designee, Genesis SPE will have the right to deliver such Carbon Dioxide, and that such Carbon Dioxide shall be free and clear from liens, encumbrances and claims of every kind, and shall meet the quality specifications set forth under Article VII. Genesis SPE shall indemnify and save Denbury harmless from all suits, claims, liens, damages, costs, losses, expenses and encumbrances of whatsoever nature arising from and out of claims of any or all persons to said Carbon Dioxide, or title thereto, or to royalties, taxes, license fees, payments or other charges thereon applicable after the delivery of the Carbon Dioxide by Denbury or a Denbury Designee to Genesis SPE and before the redelivery of the Carbon Dioxide by Genesis SPE to Denbury or a Denbury Designee.

ARTICLE XIV.

GENERAL TERMS AND CONDITIONS

14.1           Waiver of Breach. The waiver by any party of any breach of the provisions of this Agreement shall not constitute a continuing waiver of other breaches of the same or other provisions of this Agreement.

14.2           Regulatory Bodies. This Agreement, all operations contemplated hereunder and all terms and provisions contained herein, and the respective obligations of the parties are subject to Applicable Laws.  However, nothing contained herein shall be construed as a waiver of any right of any party to question or contest any such law, order, rule, or regulation in any forum having or alleging to have jurisdiction. Denbury and Genesis SPE each agree to comply with all Applicable Laws and regulations governing the operations and transactions involved in this Agreement, including, but not limited to, applicable regulations governing safety, pollution, and pipeline and other operations. Genesis SPE and Denbury understand that Genesis SPE’s ability to deliver Carbon Dioxide hereunder is subject to existing and future governmental regulations affecting the Pipeline.

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14.3           CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MISSISSIPPI, EXCLUDING ITS CONFLICTS OF LAW PROVISIONS.

14.4           Joint Preparation. This Agreement was prepared by all parties hereto and not by any party to the exclusion of one or the other.

14.5           Assignment.  Except as provided in this Section 14.5, during the Term, neither Denbury nor Genesis SPE may Transfer (as defined in Section 16.2(b)) this Agreement or their rights or obligations hereunder, either in whole or in part.  Notwithstanding the foregoing, and subject to Denbury’s rights and obligations set forth under Article XV hereunder and the ROFR referenced therein:

(a)           Denbury may Transfer this Agreement to an affiliate or other entity which is the successor to all or substantially all of Denbury’s assets relating to this Agreement without the consent of Genesis SPE, provided that such Transfer of this Agreement shall require the assignee to expressly agree in writing to assume and perform all of Denbury’s obligations under this Agreement, and provided further, that Denbury Resources Inc. executes and delivers an unconditional guarantee of the payment obligations of such assignee under this Agreement, in favor of Genesis SPE, in substantially the same form as the Guaranty Agreement, as such term is defined in Section 14.11 below;

(b)           Denbury may encumber or pledge its interests in this Agreement in connection with a bona fide third-party financing without the consent of Genesis SPE;

(c)           Genesis SPE (or as applicable its successor) shall be permitted and required to assign this Agreement in connection with a Permitted Sale Transfer of the Pipeline System consummated in accordance with the terms and conditions of the ROFR (as that term is defined in Section 15.1 below); and

(d)           Any purported Transfer of this Agreement or any right or obligation hereunder in contravention of the foregoing terms shall be null and void.  Subject to the foregoing, this Agreement binds and inures to the benefit of the parties and their respective permitted successors and assigns and each reference to a party in this Agreement shall be deemed to be a reference to such party’s successors and assigns.  Except as expressly stated therein, nothing contained in this Agreement is intended to confer upon any other person or entity any benefits, rights, or remedies.  

14.6           Modification and Entire Agreement. No amendment or other modification of the terms or provisions of this Agreement shall be made except by the execution of written agreements by both parties, and any attempted modification or amendment not in compliance with the terms of this sentence shall be void ab initio. This Agreement constitutes the entire understandings, covenants and agreements of Genesis SPE and Denbury with respect to transportation services relating to the Pipeline.  Genesis SPE and Denbury each acknowledge that with respect to transportation services relating to the Pipeline, no representations, inducements, promises or agreements, oral or written, have been made by Genesis SPE or Denbury, or anyone acting on behalf of Genesis SPE or Denbury, which are not contained herein, and any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect.

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14.7           Headings. The Table of Contents and headings contained in this Agreement are used solely for convenience and do not constitute a part of the agreement between the parties hereto, and they should not be used to aid in any manner in construing this Agreement.

14.8           Damage Limitation.  Notwithstanding anything to the contrary in this Agreement, neither party shall be liable to the other for any special, indirect, consequential or punitive damages of any nature.

14.9           Arbitration.  In the event of a dispute between the parties as to any matter arising under this Agreement, such dispute shall be resolved in accordance with the dispute resolution provisions described in Exhibit E attached hereto and incorporated herein by reference for all purposes.

14.10         Change in Use.  In the event Denbury does not exercise its Options pursuant to Section 4.2 to extend the Initial Term for the First Renewal Term or to extend the First Renewal Term for the Second Renewal Term, then in either case, immediately upon the earlier to occur of (a) the Abandonment Date (as described above in Section 2.6), or (b) the expiration of the then-current Term, Genesis SPE shall, notwithstanding anything contained in this Agreement to the contrary, be permitted to (a) accept Carbon Dioxide or any other substance for transport through the Pipeline from any third party, and (b) make any such alterations or modifications as may be required to the Pipeline to permit the transportation of oil, natural gas or any other substance as determined by Genesis SPE.

14.11         Guaranty.  Simultaneously with the execution of this Agreement, Denbury Resources Inc. is executing and delivering, and during the Term will maintain in effect, a Guaranty Agreement (the “Guaranty Agreement”) for the benefit of Genesis SPE, that unconditionally and irrevocably guarantees the payment obligations of Denbury under this Agreement.

14.12         Reserve Reports.  If during the Term, Denbury Resources, Inc. is no longer a reporting entity under the Securities and Exchange Act of 1934, Denbury shall deliver annual reserve reports to Genesis SPE, within 90 days after the end of each fiscal year, with respect to (i) each Carbon Dioxide field from which Carbon Dioxide is shipped on the Pipeline System, and (ii) each hydrocarbon field in the Subject Area to which Carbon Dioxide is shipped on the Pipeline System.

14.13          Financials.  Unless available through the electronic data gathering, analysis and retrieval system of the Securities and Exchange Commission (“SEC”), or otherwise publicly available as documents are filed with the SEC, Denbury shall furnish to Genesis SPE on or before 60 days after the end of each fiscal quarter and on or before 120 days after the end of each fiscal year, a copy of all of Denbury Resources Inc.’s and its subsidiaries’ and affiliates’ quarterly and annual financial statements (prepared in accordance with generally accepted accounting principles).

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14.14         Recording.  A memorandum of this Agreement, substantially in the form attached hereto as Exhibit F, will be recorded or filed by any party or its successors or assigns, in or with any public or governmental office, officer, agency or records repository.  If requested by the recording or filing party, the other party shall cooperate with the recording or filing party’s efforts and furthermore, the other party shall execute any documents or agreements necessary to effectuate the recording or filing of a memorandum of this Agreement.

ARTICLE XV.

DENBURY’S RIGHT OF FIRST REFUSAL

15.1           Right of First Refusal.  During the Term, neither Genesis SPE nor its successor shall Transfer the Pipeline System (including any assets, contracts and properties (including Related Agreements) that may become associated with the Pipeline System subsequent to the Effective Date) or any component thereof or interest therein to any third party unless such Transfer is permitted pursuant to the terms and conditions of Section 1(a) of that certain Right of First Refusal and Option to Purchase Agreement by and between Denbury, Genesis SPE and Genesis MLP, dated as of the Effective Date hereof (the “ROFR”), or is permitted under Section 16.2(b) below.  

ARTICLE XVI.

REPRESENTATIONS AND COVENANTS OF GENESIS SPE;

SPECIAL REPRESENTATIONS AND COVENANTS OF GENESIS SPE

16.1           Representations and Covenants of Genesis SPE.  In addition to the terms, conditions, representations and warranties contained in this Agreement, as of the Effective Date and throughout the Term of this Agreement (as if remade on each Day during the Term), Genesis SPE covenants, represents and warrants as follows:

(a)           Genesis SPE has title to the Pipeline System, free and clear of all liens, claims, charges, mortgages, security interests, pledges or other encumbrances of any nature whatsoever, claimed by any party claiming by, through or under Genesis SPE, except for Permitted Encumbrances.

(b)           Genesis SPE is and will continue to be duly organized, validly existing and in good standing under the laws of the state of its organization and is and will be duly qualified to transact business in those states in which the Pipeline is situated.

(c)           Genesis SPE has all requisite power and authority, has taken all actions required by its organizational documents and Applicable Law, and has obtained all necessary consents, to execute, deliver and perform its obligations under this Agreement.  Genesis SPE will not be in breach of this Section 16.1(c) by virtue of the failure to obtain, in connection with its acquisition of the Pipeline System, any Outstanding Consent, as that term is defined and as set forth, on Exhibit G hereto.

(d)           Neither the execution and delivery of this Agreement nor the performance by Genesis SPE of its obligations hereunder does or will (i) violate any restriction to which Genesis SPE or the Pipeline is subject or will become subject; (ii) require any consent from a third-party that has not been obtained; (iii) constitute the violation of any Applicable Laws; (iv) result in the creation of any lien, charge or encumbrance upon the Pipeline or any part thereof; or (v) violate the terms of, any other contract, commitment, understanding, arrangement or restriction of any kind or character to which Genesis SPE or any Genesis MLP affiliate is a party or by which its assets are bound.  Genesis SPE will not be in breach of this Section 16.1(d) by virtue of the failure to obtain, in connection with its acquisition of the Pipeline System, any Outstanding Consent.

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(e)           There are not now pending any proceedings for any attachments of or executions on the Pipeline by, or assignments of the Pipeline for the benefit of creditors of, Genesis SPE.

(f)           Except as set forth in Exhibit G and to Genesis SPE’s Knowledge,  (a) there are no judgments, orders, writs or injunctions of any Governmental Body, presently in effect or pending or threatened, against Genesis SPE with respect to its interest in the Pipeline System or the operation thereof, or which, if adversely determined, would impair or prohibit Genesis SPE’s ability to enter into and perform its obligations under this Agreement, (b) there are no claims, actions, suits or proceedings by or before any Governmental Body pending or threatened by or against Genesis SPE with respect to its interest in the Pipeline System or the operation thereof, or which, if adversely determined, would impair or prohibit Genesis SPE’s ability to enter into and perform its obligations under this Agreement, and (c) the Pipeline System is not the subject of any pending or threatened claim, demand, or notice of violation or liability from any Person.

(g)           Genesis SPE has not received notice of, and there has not been, any change in Applicable Laws with respect to the Pipeline, or, to Genesis SPE’s Knowledge, any pending or threatened judicial or administrative action which in any way limits or impedes the operation of the Pipeline.

(h)           Genesis SPE has and will continue to have all licenses, certificates and permits that are required to fulfill all of its obligations hereunder and has paid and will continue to pay all taxes, assessments and charges against the Pipeline.

(i)           No condemnation, eminent domain or similar proceedings has been instituted or threatened against the Pipeline.

(j)           To Genesis SPE’s Knowledge, all information and other items heretofore or hereafter submitted to Denbury by or on behalf of Genesis SPE, regarding the Pipeline, this Agreement or Genesis SPE, are true, correct and complete and to the extent applicable, will continue to be true, correct and complete. Genesis SPE will not fail to supply Denbury with any material information or other items with respect to the Pipeline, this Agreement or Genesis SPE, nor will Genesis SPE fail to supply any information which may be required to prevent the information or other items already supplied from being misleading.

16.2           Special Representations and Covenants of Genesis SPE.  Genesis SPE represents that as of the Effective Date, none of the acts or events described below have occurred.  Genesis SPE agrees that throughout the Term of this Agreement, including any renewals of such Term, Genesis SPE will neither take or fail to take any action as a result of which any of the acts or events described below will occur, nor permit, approve or authorize any of the acts or events described below to occur:

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(a)           Any failure by Genesis SPE to continue to exist and be in good standing under the laws of its state of organization and qualified to do business in the states in which the Pipeline is situated;

(b)          Any transfer, directly or indirectly, voluntarily, involuntarily or by operation of law, including by merger, reorganization, consolidation, exchange of securities, sale, conveyance, assignment, pledge or otherwise (collectively “Transfer”) to any third party (including Genesis MLP or any Genesis MLP Affiliate) either of the Pipeline System, or any component thereof or interest therein, or this Agreement, or any of Genesis SPE’s rights or obligations hereunder, or any of Genesis SPE’s other physical or other assets, or the Related Agreements or any of Genesis SPE 2's interest therein, without both Denbury’s prior written approval and proper written documentation and corporate authority, provided that without Denbury’s prior approval Genesis SPE may make:

(i) a Permitted Sale Transfer (as that term is defined in the ROFR) subject and pursuant to the terms and conditions of the ROFR;

(ii) a sale of a component of the Pipeline System in connection with the repair or replacement thereof made in the ordinary course of business of Genesis SPE, provided that if such sale would impede or adversely affect the operation of the Pipeline System or Denbury’s ability to ship carbon dioxide through the Pipeline, or negatively impact on the ability of Genesis SPE to perform its obligations under the Transportation Services Agreement, such sale may not be made without Denbury’s prior approval; and

(c)          Any merger of Genesis SPE with or into, or consolidation of Genesis SPE with, any other entity.

(d)          Any failure by Genesis SPE to maintain the operation of its business as a stand alone business separate and apart from the operation of any other business owned either directly or indirectly by Genesis MLP or Genesis MLP’s affiliates.

(e)          Any change by Genesis SPE of its entity structure or organizational documents.

(f)          Any failure by Genesis SPE to keep and maintain its own set of books and records.

(g)          Genesis SPE being a party to any agreement which provides for the commingling of its monies or any of its assets with the monies or assets of any other entity, except that Genesis SPE may enter into a written administrative services agreement with Genesis MLP or any Genesis MLP affiliate, setting out, on a predetermined basis, the terms and conditions (including the charges, if any), on which the parties to such agreement will handle the cash flows between such parties, and any other administrative services provided to Genesis SPE.

(h)          Genesis SPE entering into any agreement which provides that it will become obligated on any debt for its own account or that it will become obligated on or guaranty any debt or contractual obligation on behalf of or for the benefit of Genesis MLP, any Genesis MLP affiliate or any other entity.

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(i)           Genesis SPE employing any employees on a shared basis with any other entity, other than Genesis SPE being able, on a part time basis, to utilize the services of employees who are also employed by Genesis MLP or any Genesis MLP affiliate, pursuant to a written agreement between Genesis SPE and Genesis MLP or any Genesis MLP affiliate providing that Genesis SPE will bear, on a pre-determined basis, all direct and indirect costs for compensation, benefits and overhead resulting from employment of any such employee that are attributable to the portion of such employee's time devoted to providing services to Genesis SPE.

(j)          Genesis SPE failing to conduct only the business of owning and operating the Pipeline and performing its obligations under this Agreement, or Genesis SPE owning any assets other than those necessary in connection the conduct of such business.

16.3           Reporting Requirement.  On a periodic basis, but at least quarterly, Genesis SPE, through its managing partner, managing member or other authorized officer, shall submit a certificate, using a format reasonably acceptable to Denbury, that expressly states that Genesis SPE is in compliance with each and every representation, warranty, covenant and agreement in this Article XVI and/or that each and every such representation, warranty, covenant and agreement is true and correct, as applicable.  If Genesis SPE cannot make such certification for any reason, Genesis SPE shall specify those provisions with which it is in compliance and those provisions with which it is not in compliance (specifying why it is not in compliance) and/or those provisions which are true and correct and those provisions which are not true and correct (specifying why they are not true and correct).  It is expressly agreed and understood by Genesis SPE that the representations, warranties, covenants and agreements in this Article XVI are ongoing during the entire Term of this Agreement, and that Denbury will rely on such representations, warranties, covenants and agreements.  Such certificate shall be furnished by the fifteenth (15th) day following the month ending each calendar quarter (e.g. the quarterly compliance certificate for January – March is due April 15).

[Signatures on following page]

25

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed in multiple originals by their proper officers thereunto duly authorized, to be effective as of the date first hereinabove written.

DENBURY:		GENESIS SPE:
DENBURY ONSHORE, LLC		GENESIS FREE STATE PIPELINE, LLC
By:	/s/ Phil Rykhoek	By:	/s/ Ross A. Benavides
Name:	Phil Rykhoek	Name:	Ross A. Benavides
Title:	Senior Vice President and Chief Financial Officer	Title:	Chief Financial Officer

26

EXHIBIT “A”

TRANSPORTATION FEE SCHEDULE

Based on Average Daily Volumes

The total Transportation Fee during the Term will be the sum of $100,000 per month plus a throughput fee based on a tiered transportation rate structure on each range of average daily volumes of Carbon Dioxide delivered in any given month, as set forth below:

Average Daily Volumes of Carbon Dioxide Delivered	Transportation Rate for Average Daily Volumes Delivered Within Specified Quantity Range
0-100     MMCF/day	$0.14/MCF
100-200 MMCF/day	$0.11/MCF
200-300 MMCF/day	$0.09/MCF
300-350 MMCF/day	$0.03/MCF
350-400 MMCF/day	$0.01/MCF
400-450 MMCF/day	$0.005/MCF

The throughput fee will be calculated based on the average daily volume of Carbon Dioxide delivered during a Month through all Delivery Points.  The average daily volume will be calculated based on the total volume of Carbon Dioxide delivered each Month through all Delivery Points, divided by the actual number of calendar Days for that particular Month. This tiered rate structure provides for transportation rates that gradually reduce as additional average daily volumes of Carbon Dioxide are delivered by Genesis SPE on behalf of Denbury.  Once the average daily volumes of Carbon Dioxide delivered reach each designated threshold, the transportation rate for delivery of incremental average daily volumes will be reduced correspondingly as set forth above.

For example, if Genesis SPE delivers a monthly average of 275 MMCF/Day of Carbon Dioxide on behalf of Denbury under this Agreement, Denbury’s total Transportation Fee for such month would be $100,000 plus a throughput fee calculated as follows: (a) $0.14/MCF for the first 100 MMCF/Day delivered; (b) $0.11/MCF for the next 100 MMCF/Day delivered; and (c) $0.09/MCF for the remaining 75 MMCF/Day delivered.

EX-10.4

Exhibit 10.4

FIRST AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

May 30, 2008

among

GENESIS CRUDE OIL, L.P.,

as the Borrower

GENESIS ENERGY, L.P.,

as the Parent

The Lenders Party Hereto,

FORTIS CAPITAL CORP.,

as Administrative Agent,

DEUTSCHE BANK SECURITIES INC.,

as Syndication Agent,

and

BANK OF AMERICA, N.A.,

U.S. BANK NATIONAL ASSOCIATION,

WACHOVIA BANK, NATIONAL ASSOCIATION,

BMO CAPITAL MARKETS FINANCING, INC.,

ROYAL BANK OF CANADA, and

SUNTRUST BANK,

as Co-Documentation Agents

$500 MILLION SENIOR SECURED REVOLVING CREDIT FACILITY

FORTIS CAPITAL CORP. AND DEUTSCHE BANK SECURITIES INC.,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
SECTION 1.01	Defined Terms	2
SECTION 1.02	Classification of Loans and Borrowings	35
SECTION 1.03	Terms Generally	35
SECTION 1.04	Accounting Terms; GAAP	35
ARTICLE II
THE CREDITS
SECTION 2.01	Commitments	36
SECTION 2.02	Loans and Borrowings.	36
SECTION 2.03	Requests for Revolving Borrowings	37
SECTION 2.04	Borrowing Base.	37
SECTION 2.05	Committed Amount.	38
SECTION 2.06	Letters of Credit.	38
SECTION 2.07	Funding of Borrowings.	42
SECTION 2.08	Interest Elections.	43
SECTION 2.09	Termination and Reduction of Committed Amounts.	44
SECTION 2.10	Repayment of Loans; Evidence of Debt.	45
SECTION 2.11	Prepayment of Loans.	45
SECTION 2.12	Fees.	46
SECTION 2.13	Interest.	47
SECTION 2.14	Alternate Rate of Interest	48
SECTION 2.15	Increased Costs.	49
SECTION 2.16	Break Funding Payments	50
SECTION 2.17	Taxes.	50
SECTION 2.18	Payments Generally; Pro Rata Treatment; Sharing of Set-offs.	52
SECTION 2.19	Mitigation Obligations; Replacement of Lenders.	53
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01	Organization; Powers	54
SECTION 3.02	Authorization; Enforceability	54
SECTION 3.03	Governmental Approvals; No Conflicts	55
SECTION 3.04	Financial Condition; No Material Adverse Change.	55
SECTION 3.05	Other Obligations and Restrictions	56
SECTION 3.06	Properties.	56
SECTION 3.07	Litigation.	57
SECTION 3.08	Compliance with Laws and Agreements	57
SECTION 3.09	Default	57
SECTION 3.10	Investment Company Status	57
SECTION 3.11	Taxes	57

i

SECTION 3.12	ERISA	58
SECTION 3.13	Disclosure; No Material Misstatements	58
SECTION 3.14	Insurance	58
SECTION 3.15	Material Agreements	59
SECTION 3.16	Imbalances	59
SECTION 3.17	Solvency	59
SECTION 3.18	Labor Disputes and Acts of God	60
SECTION 3.19	Equity Interests and Subsidiaries	60
SECTION 3.20	Intellectual Property.	61
SECTION 3.21	Environmental Matters	62
SECTION 3.22	Reserved.	63
SECTION 3.23	Security Documents	63
SECTION 3.24	Anti-Terrorism Law.	63
SECTION 3.25	Federal Reserve Regulations	64
SECTION 3.26	Use of Proceeds	65
ARTICLE IV
CONDITIONS
SECTION 4.01	Effective Date	65
SECTION 4.02	Each Credit Event	69
ARTICLE V
AFFIRMATIVE COVENANTS
SECTION 5.01	Financial Statements; Ratings Change and Other Information	70
SECTION 5.02	Notices of Material Events	72
SECTION 5.03	Existence; Conduct of Business.	73
SECTION 5.04	Payment of Obligations and Taxes	74
SECTION 5.05	Material Agreements	75
SECTION 5.06	Books and Records; Inspection Rights	75
SECTION 5.07	Compliance with Laws	75
SECTION 5.08	Use of Proceeds and Letters of Credit	75
SECTION 5.09	Environmental Laws.	76
SECTION 5.10	Additional Collateral; Additional Guarantors.	76
SECTION 5.11	Security Interests; Further Assurances	79
SECTION 5.12	Insurance	79
SECTION 5.13	Agreements Respecting Unrestricted Subsidiaries.	80
SECTION 5.14	Disposition of FS SPE 2 or NEJD SPE 2 Property.	81
SECTION 5.15	Post-Effective Date Items	81
ARTICLE VI
NEGATIVE COVENANTS
SECTION 6.01	Indebtedness	81
SECTION 6.02	Liens	82
SECTION 6.03	Fundamental Changes; Limitations on Business; Limited Purpose of the Parent.	83
SECTION 6.04	Investments, Loans, Advances, and Guarantees	85
SECTION 6.05	Acquisitions	87

ii

SECTION 6.06	Sale of Assets	87
SECTION 6.07	Hedging Agreements	88
SECTION 6.08	Restricted Payments	88
SECTION 6.09	Transactions with Affiliates	88
SECTION 6.10	Restrictive Agreements	88
SECTION 6.11	Limitation on Modifications of Material Agreements	89
SECTION 6.12	Creation of Subsidiaries	89
SECTION 6.13	Limitation on Leases	89
SECTION 6.14	Sale and Leasebacks	89
SECTION 6.15	Financial Condition Covenants.	90
SECTION 6.16	Gas Imbalances	90
SECTION 6.17	Accounting Changes; Fiscal Year	90
SECTION 6.18	Control Agreements	90
SECTION 6.19	Prepayments on Indebtedness	90
SECTION 6.20	Limitation on Issuance of Capital Stock	91
SECTION 6.21	Anti-Terrorism Law; Anti-Money Laundering.	91
SECTION 6.22	Embargoed Person	91
SECTION 6.23	Excess Cash	92
ARTICLE VII
EVENTS OF DEFAULT
SECTION 7.01	Events of Default	92
SECTION 7.02	Application of Proceeds	96
ARTICLE VIII
PARENT GUARANTEE
SECTION 8.01	Parent Guarantee.	97
SECTION 8.02	Subrogation	98
SECTION 8.03	Amendments, etc. with respect to the Secured Obligations	98
SECTION 8.04	Guarantee Absolute and Unconditional	98
SECTION 8.05	Reinstatement	99
SECTION 8.06	Payments	100
ARTICLE IX
THE ADMINISTRATIVE AGENT; THE ARRANGERS
SECTION 9.01	Appointment	100
SECTION 9.02	Delegation of Duties	100
SECTION 9.03	Exculpatory Provisions	100
SECTION 9.04	Reliance by the Administrative Agent and the Arrangers	101
SECTION 9.05	Notice of Default	101
SECTION 9.06	Non-Reliance on Administrative Agent or the Arrangers and Other Lenders	102
SECTION 9.07	Indemnification	102
SECTION 9.08	Administrative Agent and Arrangers in Their Respective Individual Capacities	102
SECTION 9.09	Successor Administrative Agent	103
SECTION 9.10	Successor Arranger	103

iii

SECTION 9.11	Issuing Bank	104
SECTION 9.12	Collateral Matters.	104
SECTION 9.13	Hedging Arrangements	105
ARTICLE X
MISCELLANEOUS
SECTION 10.01	Notices.	105
SECTION 10.02	Waivers; Amendments.	106
SECTION 10.03	Expenses; Indemnity; Damage Waiver.	107
SECTION 10.04	Successors and Assigns.	109
SECTION 10.05	Survival	111
SECTION 10.06	Counterparts; Integration; Effectiveness	111
SECTION 10.07	Severability	112
SECTION 10.08	Right of Setoff	112
SECTION 10.09	Governing Law; Jurisdiction; Consent to Service of Process.	112
SECTION 10.10	WAIVER OF JURY TRIAL	113
SECTION 10.11	Headings	113
SECTION 10.12	Confidentiality	113
SECTION 10.13	Interest Rate Limitation	114
SECTION 10.14	USA Patriot Act	114
SECTION 10.15	Limitation of Liability	114
SECTION 10.16	Acknowledgments	115
SECTION 10.17	Planned Reorganization	115
SECTION 10.18	Amendment and Restatement; Binding Effect.	115
SECTION 10.19	Consents	116

iv

SCHEDULES:

Schedule 2.01	Committed Amounts
Schedule 2.06	Existing Letters of Credit
Schedule 3.05	Certain Obligations
Schedule 3.06(a)	Properties
Schedule 3.07	Disclosed Matters
Schedule 3.14	Insurance
Schedule 3.15	Material Agreements
Schedule 3.16	Imbalances
Schedule 3.18	Force Majeure
Schedule 3.19(a)	Subsidiaries and Joint Ventures
Schedule 3.19(b)	Consents
Schedule 3.19(c)	Organizational Chart
Schedule 3.20(c)	Copyright Violations
Schedule 5.12	NEJD Insurance
Schedule 5.14	Post-Effective Date Items
Schedule 6.01	Indebtedness
Schedule 6.02	Liens
Schedule 6.09	Transactions with Affiliates
EXHIBITS:
Exhibit A	Form of Assignment and Assumption
Exhibit B	Form of Committed Amount Decrease Certificate
Exhibit C	Form of Letter of Credit Request
Exhibit D	Form of Interest Election Request
Exhibit E	Form of Opinion of Borrower Parties’ Counsel
Exhibit F	Form of Perfection Certificate
Exhibit G	Form of Borrowing Base Multiple Increase Notice
Exhibit H	Form of Borrowing Request
Exhibit I	Form of NEJD Consent
Exhibit J	Form of NEJD Intercompany Consent
Exhibit K-1	Form of Opinion of Borrower Parties’ Local Mississippi Counsel
Exhibit K-2	Form of Opinion of Borrower Parties’ Local Mississippi Counsel (Financing Lease Treatment)
Exhibit L	Form of Opinion of Denbury Counsel
Exhibit M	Form of Opinion of Borrower Parties’ Local Louisiana Counsel

i

FIRST AMENDED AND RESTATED CREDIT AGREEMENT

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

WITNESSETH:

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

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

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

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

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

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

1

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

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

ARTICLE I

DEFINITIONS

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

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

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

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

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

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

2

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

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

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

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

3

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

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

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

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

Pricing Grid
Level	Consolidated Leverage Ratio	LIBOR Margin	Base Rate Margin	Unused Fee on Committed Amount
I	≤ 3.00 to 1.00	1.50%	0.50%	0.300%
II	> 3.00 to 1.00	1.75%	0.75%	0.375%
III	> 3.50 to 1.00	2.25%	1.25%	0.500%
IV	> 4.00 to 1.00	2.50%	1.50%	0.500%
V	> 4.50 to 1.00	2.875%	1.875%	0.500%

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

4

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

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

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

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

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

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

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

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

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

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

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

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

5

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“FERC” means the Federal Energy Regulatory Commission.

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

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

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

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

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

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

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

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

“Fortis” means Fortis Capital Corp.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Indemnified Taxes” means Taxes other than Excluded Taxes.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Maturity Date” means November 15, 2011.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(h)           such Acquisition shall not be hostile;

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

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

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

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

“Permitted Encumbrances” means:

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

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

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

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

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

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

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

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

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

“Permitted Investments” means:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Real Property Requirements” means the following:

(a)           with respect to each Mortgaged Property:

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

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

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

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

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

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

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

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

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

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

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

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

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

“Required Lenders” means, at any time, Lenders having combined Revolving Credit Exposures and unused Committed Amounts representing at least sixty-six and two-thirds percent (66⅔%) of the sum of the total combined Revolving Credit Exposures and unused Committed Amounts at such time.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Syndication Agent” means Deutsche Bank Securities Inc.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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ARTICLE II

THE CREDITS

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

SECTION 2.02     Loans and Borrowings.

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

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

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

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

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

(i)           the aggregate amount of the requested Borrowing;

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

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

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

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

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

SECTION 2.04     Borrowing Base.

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

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

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

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

SECTION 2.05     Committed Amount.

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

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

SECTION 2.06     Letters of Credit.

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

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

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

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

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

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

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

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

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

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

SECTION 2.07     Funding of Borrowings.

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

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

SECTION 2.08     Interest Elections.

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

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

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

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

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

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

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

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

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

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

SECTION 2.09     Termination and Reduction of Committed Amounts.

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

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

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

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SECTION 2.10     Repayment of Loans; Evidence of Debt.

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

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

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

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

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

SECTION 2.11     Prepayment of Loans.

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

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

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

SECTION 2.12     Fees.

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

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

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

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

SECTION 2.13     Interest.

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

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

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

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

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

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

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

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

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

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

SECTION 2.15     Increased Costs.

(a)         If any Change in Law shall:

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

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

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

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

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

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

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

SECTION 2.17     Taxes.

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 2.19     Mitigation Obligations; Replacement of Lenders.

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

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

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

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

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

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

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

SECTION 3.04     Financial Condition; No Material Adverse Change.

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

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

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

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

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

SECTION 3.06     Properties.

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

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

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

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

SECTION 3.07     Litigation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 3.20     Intellectual Property.

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

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

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

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

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SECTION 3.22     Reserved.

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

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

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

SECTION 3.24     Anti-Terrorism Law.

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IV

CONDITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE V

AFFIRMATIVE COVENANTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(a)         the occurrence of any Default;

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

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

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

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

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

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

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

SECTION 5.03     Existence; Conduct of Business.

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

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

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

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

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

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

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

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SECTION 5.09     Environmental Laws.

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

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

SECTION 5.10     Additional Collateral; Additional Guarantors.

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

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

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

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

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

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

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

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

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

SECTION 5.12     Insurance.  Except as disclosed in Schedule 5.12:

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

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

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

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

SECTION 5.13     Agreements Respecting Unrestricted Subsidiaries.

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

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

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

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

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

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

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

ARTICLE VI

NEGATIVE COVENANTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(a)         Permitted Encumbrances;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(a)         Permitted Investments;

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

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

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

(e)         Guarantees constituting Indebtedness permitted by Section 6.01;

(f)         Permitted Acquisitions;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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SECTION 6.15     Financial Condition Covenants.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VII

EVENTS OF DEFAULT

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

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

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

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

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

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

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

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

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

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

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

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

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

(m)       a Change in Control shall occur;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VIII

PARENT GUARANTEE

SECTION 8.01     Parent Guarantee.

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

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

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

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

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

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

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

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

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

ARTICLE IX

THE ADMINISTRATIVE AGENT; THE ARRANGERS

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

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

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

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

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

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

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

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

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

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

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

SECTION 9.12     Collateral Matters.

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

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

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

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

ARTICLE X

MISCELLANEOUS

SECTION 10.01   Notices.

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

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

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

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

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

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

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

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

SECTION 10.02   Waivers; Amendments.

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

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

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

SECTION 10.03   Expenses; Indemnity; Damage Waiver.

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

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

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

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

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

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SECTION 10.04   Successors and Assigns.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 10.18   Amendment and Restatement; Binding Effect.

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

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

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

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

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

[Signature page follows]

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

[Signature pages follow]

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

BORROWER:
GENESIS CRUDE OIL, L.P.
By:  GENESIS ENERGY, INC., its general partner
By:	/s/  Ross A. Benavides
	Ross A. Benavides, Chief Financial Officer
PARENT:
GENESIS ENERGY, L.P.
By:  GENESIS ENERGY, INC., its general partner
By:	/s/  Ross A. Benavides
	Ross A. Benavides, Chief Financial Officer

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ADMINISTRATIVE AGENT, ARRANGER AND LENDER:
FORTIS CAPITAL CORP.
By:	/s/  Ilene Fowler
Name:	Ilene Fowler
Title:	Director
By:	/s/  Farhan Iqbal
Name:	Farhan Iqbal
Title:	Vice President
ISSUING BANK:
FORTIS BANK S.A./N.V., NEW YORK BRANCH
By:	/s/  Ilene Fowler
Name:	Ilene Fowler
Title:	Director
By:	/s/  Farhan Iqbal
Name:	Farhan Iqbal
Title:	Vice President

ARRANGER:
DEUTSCHE BANK SECURITIES INC.
By:	/s/ David J. Bell
Name:	David Bell
Title:	Managing Director
By:	/s/ Robert M Wood, Jr.
Name:	Robert M. Wood, Jr.
Title:	Director
LENDER:
DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/s/ David J. Bell
Name:	David Bell
Title:	Managing Director
By:	/s/ Dusan Lazarov
Name:	Dusan Lazarov
Title:	Vice President

BANK OF AMERICA, N.A.
By:	/s/ Stephen J. Hoffman
Name:	Stephen J. Hoffman
Title:	Managing Director
U.S. BANK NATIONAL ASSOCIATION
By:	/s/  Monte E. Deckerd
Name:	Monte E. Deckerd
Title:	Senior Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION
By:	/s/ Leanne S. Phillips
Name:	Leanne S. Phillips
Title:	Director
BANK OF SCOTLAND
By:	/s/  Karen Weich
Name:	Karen Weich
Title:	Vice President
BMO CAPITAL MARKETS FINANCING, INC.
By:	/s/ Ian M. Plester
Name:	Ian M. Plester
Title:	Director

COMERICA BANK
By:	/s/  Gregory D. Smith
Name:	Gregory D. Smith
Title:	Vice President
GUARANTY BANK
By:	/s/ W. David McCarver IV
Name:	W. David McCarver IV
Title:	Vice President
ROYAL BANK OF CANADA
By:	/s/ Jason S. York
Name:	Jason S. York
Title:	Authorized Signatory
SUNTRUST BANK
By:	/s/  Joe McCreery
Name:	Joe McCreery
Title:	Director

AMEGY BANK NATIONAL ASSOCIATION
By:	/s/ W. Bryan Chapman
Name:	W. Bryan Chapman
Title:	Senior Vice President
STERLING BANK
By:	/s/ David W. Phillips
Name:	David W. Phillips
Title:	Senior Vice President
UNION BANK OF CALIFORNIA, N.A.
By:	/s/ Daniel A Davis
Name:	Daniel A. Davis
Title:	Vice President