DKL-EX10.1-Limited Consent and Second Amendment to Third AR Credit Agreement

EX-10.1 2 dkl-ex101xlimitedconsentana.htm EX-10.1 DKL-EX10.1-Limited Consent and Second Amendment to Third AR Credit Agreement

Execution Version

Exhibit 10.1

Limited Consent and Second Amendment to
Third Amended and Restated Credit Agreement

This Limited Consent and Second Amendment to Third Amended and Restated Credit Agreement (herein, this “Agreement”) is entered into as of May 13, 2022, by and among Delek Logistics Partners, LP, a Delaware limited partnership (the “MLP”), Delek Logistics Operating, LLC, a Delaware limited liability company (“Delek Operating”), Delek Marketing GP, LLC, a Delaware limited liability company (“Delek Marketing GP”), Delek Marketing & Supply, LP, a Delaware limited partnership (“Delek Marketing”), Delek Crude Logistics, LLC, a Texas limited liability company (“Delek Crude”), Delek Marketing-Big Sandy, LLC, a Texas limited liability company (“Delek Big Sandy”), Magnolia Pipeline Company, LLC, a Delaware limited liability company (“Magnolia”), El Dorado Pipeline Company, LLC, a Delaware limited liability company (“El Dorado”), SALA Gathering Systems, LLC, a Texas limited liability company (“SALA Gathering”), Paline Pipeline Company, LLC, a Texas limited liability company (“Paline”), DKL Transportation, LLC, a Delaware limited liability company (“DKL Transportation”), DKL Rio, LLC, a Delaware limited liability company (“DKL Rio”), DKL Caddo, LLC, a Delaware limited liability company (“DKL Caddo”), Delek Logistics Finance Corp., a Delaware corporation (“Delek Finance”), DKL Big Spring, LLC, a Delaware limited liability company (“DKL Big Spring”) (the MLP, Delek Operating, Delek Marketing GP, Delek Marketing, Delek Crude, Delek Big Sandy, Magnolia, El Dorado, SALA Gathering, Paline, DKL Transportation, DKL Rio, DKL Caddo, Delek Finance, and DKL Big Spring are each individually referred to herein as a “Borrower” and are collectively referred to herein as the “Borrowers”), the Lenders party hereto and Fifth Third Bank, National Association, as Administrative Agent (the “Administrative Agent”).

Recitals:

A. The Borrowers, the Guarantors, the Lenders party thereto, the Administrative Agent, Bank of America, N.A., BBVA Compass, MUFG Bank Ltd. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.), and Royal Bank of Canada, as Co-Syndication Agents, and Barclays Bank PLC, Citizens Bank, N.A., PNC Bank, National Association, U.S. Bank National Association, Bank Hapoalim B.M., Regions Bank, and Truist Bank, as Co-Documentation Agents, are party to a Third Amended and Restated Credit Agreement dated as of September 28, 2018, as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of August 12, 2020 (as such agreement may be further amended, modified, restated, or supplemented from time to time, the “Credit Agreement”).

B. The Borrowers have requested that the Required Lenders consent to the issuance and sale by MLP and any of its Subsidiaries of senior unsecured notes in an aggregate principal amount not to exceed $600,000,000 (the “Notes”), the proceeds of which will be used to finance the Borrowers’ acquisition of the equity interests of 3 Bear Delaware Holding - NM, LLC (the “Acquisition”) pursuant to that certain Membership Interest Purchase Agreement dated as of April 8, 2022, by and between 3 Bear Energy – New Mexico LLC and DKL Delaware Gathering, LLC (the “Acquisition Agreement”), and the Required Lenders have agreed to such requests pursuant to the terms and conditions set forth herein.

C. The Borrowers have requested, and the Lenders have agreed, subject to the terms and conditions set forth below, to amend certain provisions of the Credit Agreement.

Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Defined Terms; Effective Date. This Agreement shall constitute a Loan Document, and the Recitals shall be construed as part of this Agreement. Each capitalized term used but not otherwise defined herein, including capitalized terms used in the introductory paragraph hereof and the Recitals, has the meaning assigned to it in the Credit Agreement. Without limiting the foregoing, “Effective Date” means May 13, 2022.

Section 2.Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Credit Agreement shall be, and hereby is, amended to delete the struck text (indicated textually in the same manner as the following example: struck text) and to add

DKL - Limited Consent and Second Amendment to Third A&R Credit Agreement 4863-8206-8510 v9.docx

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the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Annex I hereto.

Section 3.Consent, Acknowledgement, and Agreement. The Lenders party hereto hereby consent to the issuance of the Notes, and notwithstanding anything in the Credit Agreement to the contrary, acknowledge and agree that (i) the Interest Expense of the Notes shall not be included in the calculation of the financial covenants included in Section 6.20 of the Credit Agreement (the “Financial Covenants”) while the Net Cash Proceeds of the Notes are maintained in an escrow account established with a third-party escrow agent (the “Escrow Account”), (ii) the aggregate principal amount of the Notes shall not be included in the Financial Covenants, with respect to the calculation of the Total Leverage Ratio for purposes of determining the Applicable Margin, or for calculating pro forma compliance with the Financial Covenants for purposes of Section 6.15(f) of the Credit Agreement, in each case, while the Net Cash Proceeds of the Notes are maintained in the Escrow Account (for the sake of clarity, it is acknowledged and agreed that the aggregate principal amount of the Notes shall be included in calculating pro forma compliance with the Financial Covenants for purposes of Sections 2.1(b) and 6.14 of the Credit Agreement (including with respect to the definition of “Permitted Acquisition”)), (iii) the issuance of the Notes will be deemed to constitute Permitted Note Indebtedness (as defined in the Credit Agreement) and (iv) any security interest in or lien on the Escrow Account and/or the proceeds of the Notes therein in favor of the holder of the Notes and the trustee under the indenture governing the Notes shall be permitted under Section 6.12 of the Credit Agreement as a “Permitted Lien”. Notwithstanding anything to the contrary contained in the Credit Agreement, the Lenders party hereto hereby consent to the Borrowing of Tranche Rate Loans on the Effective Date with an initial Interest Period commencing on the Effective Date and ending May 31, 2022. The consents in this Section 3 are provided by the Lenders so long as (a) the conditions precedent in Section 4 hereof have been satisfied, (b) the conditions subsequent in Sections 5(a) and 5(b) hereof have been satisfied, as required by such Sections, (c) the issuance and sale of the Notes satisfies the definition of “Permitted Note Indebtedness” except with respect to clause (c) therein, (d) the Net Cash Proceeds of the Notes are deposited into the Escrow Account and remain in the Escrow Account until (i) the closing of the Acquisition or (ii) termination of the Acquisition Agreement and return of the Net Cash Proceeds to the holders of the Notes (such return, the “Special Mandatory Redemption”), and (e) substantially concurrently with the disbursement of the Net Cash Proceeds from the Escrow Account, the Net Cash Proceeds are used by the Borrowers to consummate the Acquisition or to pay the Special Mandatory Redemption. Notwithstanding anything to the contrary herein, on October 4, 2022, the Notes shall constitute Indebtedness for all purposes under the Loan Documents.

Section 4.Conditions Precedent. This Agreement shall become effective as of the Effective Date upon satisfaction of all of the conditions set forth in this Section 4 to the satisfaction of Administrative Agent:

(a)The Administrative Agent shall have received this Agreement executed and delivered by each of the Borrowers and by the Lenders.

(b)No Default or Event of Default shall exist as of the Effective Date.

Section 5.Condition Subsequent.

(c)Prior to or substantially concurrently with the issuance of the Notes, the Borrowers shall deliver to the Administrative Agent a compliance certificate in the form of Exhibit E to the Credit Agreement demonstrating pro forma compliance with the Financial Covenants as of the last day of the fiscal quarter most recently ended for which financial statements that have been (or were required to have been) delivered to Administrative Agent, giving effect to both the issuance of the Notes and the closing of the Acquisition (including pro forma impact to EBITDA as if such Acquisition closed on the date of issuance of the Notes).

(d)The Borrowers shall promptly deliver to the Administrative Agent a true, correct and complete copy of any escrow agreement entered into with respect to the Escrow Account.

(e)Concurrently with the consummation of the Acquisition, the Borrowers shall deliver to the Administrative Agent a compliance certificate in the form of Exhibit E to the Credit Agreement demonstrating pro forma compliance with the Financial Covenants as of the last day of the fiscal quarter most recently ended for which financial statements that have been (or were required to have been) delivered to Administrative Agent.

(f)The Borrowers shall give the Administrative Agent prompt notice of any extension of the Outside Date (as defined below).

(g)The Borrowers acknowledge and agree that any failure by the Borrowers to perform or comply with any terms or conditions contained in this Section 5 shall constitute an immediate “Event of Default” under the Credit Agreement.

Section 6.Acknowledgement of Liens. Each Borrower hereby acknowledges, confirms and agrees that the Administrative Agent has a valid, enforceable and perfected lien upon and first-priority security interest in (subject only to Permitted Liens) the Collateral granted to the Administrative Agent pursuant to the Loan Documents, and nothing herein contained shall in any manner affect or impair the priority of the Liens created and provided for thereby as to the indebtedness, obligations and liabilities which would be secured thereby prior to giving effect to this Agreement.

Section 7.Representations and Warranties of Borrowers. To induce the Lenders to enter into this Agreement, each Borrower hereby represents and warrants to the Administrative Agent, the Lenders and the L/C Issuers that, as of the Effective Date: (a) immediately after giving effect to this Agreement, no representation or warranty of such Borrower in any Loan Document, including this Agreement, shall be untrue or incorrect (or, in the case of any representation or warranty not qualified as to materiality, untrue and incorrect in any material respect) as of the Effective Date, except to the extent that such representation or warranty expressly relates to an earlier date, in which case they are true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date, (b) no Default or Event of Default exists and is continuing, or would result herefrom, (c) such Borrower has the power and authority to execute, deliver and perform this Agreement and has taken all necessary action to authorize its execution, delivery and performance of this Agreement, and (d) if the Acquisition has not been consummated by October 4, 2022 (the “Outside Date”), the Acquisition Agreement shall terminate and no longer be in full force and effect.

Section 8.Miscellaneous.

(h)Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers, and their respective successors and assigns. The terms and provisions of this Agreement are for the purpose of defining the relative rights and obligations of the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers with respect to the transactions contemplated hereby and there shall be no third-party beneficiaries of any of the terms and provisions of this Agreement.

(i)Entire Agreement. This Agreement, including all schedules and other documents attached hereto or incorporated by reference herein or delivered in connection herewith, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all other understandings, oral or written, with respect to the subject matter hereof. Except as specifically consented to by the Lenders hereby, all of the terms and conditions set forth in the Credit Agreement shall stand and remain unchanged and in full force and effect.

(j)Fees and Expenses. The Borrowers agree to pay promptly following demand all reasonable costs and out-of-pocket expenses (including attorneys’ fees and expenses) incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Agreement and the other documents being executed and delivered in connection herewith and the transactions contemplated hereby.

(k)Headings. Section and sub-section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

(l)Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

(m)Conflict of Terms. Except as otherwise provided in this Agreement, if any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in any of the Loan Documents, the provision contained in this Agreement shall govern and control.

(n)Counterparts. This Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement. Delivery of an executed signature page to this Agreement by facsimile transmission or by e-mail transmission of a portable document format file (also known as a “PDF” file) shall be effective as delivery of a manually executed counterpart hereof.

(o)Governing Law; Waiver of Jury Trial. The provisions contained in Sections 10.14 (Governing Law; Jurisdiction; Etc.) and 10.20 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety, except with reference to this Agreement rather than the Credit Agreement.

[Signature Pages to Follow]

In Witness Whereof, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first set forth above.

“Borrowers”

DELEK LOGISTICS PARTNERS, LP

By: Delek Logistics GP, LLC,

its General Partner

By: /s/ Odely Sakazi

Name: Odely Sakazi

Title: Senior Vice President

By: /s/ Reuven Spiegel

Name: Reuven Spiegel

Title: Executive Vice President and Chief Financial Officer

DELEK LOGISTICS FINANCE CORP.

By: /s/ Todd O’Malley

Name: Todd O’Malley

Title: Vice President

By: /s/ Reuven Spiegel

Name: Reuven Spiegel

Title: Treasurer

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

DELEK MARKETING & SUPPLY, LP

By: Delek Marketing GP, LLC, its General Partner

DELEK LOGISTICS OPERATING, LLC

DELEK MARKETING GP, LLC

DELEK CRUDE LOGISTICS, LLC

DELEK MARKETING-BIG SANDY, LLC

PALINE PIPELINE COMPANY, LLC

MAGNOLIA PIPELINE COMPANY, LLC

SALA GATHERING SYSTEMS, LLC

EL DORADO PIPELINE COMPANY, LLC

DKL TRANSPORTATION, LLC

DKL CADDO, LLC

DKL RIO, LLC

DKL BIG SPRING, LLC

By: /s/ Todd O’Malley

Name: Todd O’Malley

Title: Vice President

By: /s/ Odely Sakazi

Name: Odely Sakazi

Title: Officer

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

“Administrative Agent”

Fifth Third Bank, National Association, as Administrative Agent

By: /s/ Gregory Fuhrmeister______________
Name: Gregory Fuhrmeister
Title: Director

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

“Lender”

Bank of America, as Lender

By: /s/ Patrice Futrell______________
Name: Patrice Futrell
Title: Vice President

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

“Lender”

BANK HAPOALIMB B.M, as Lender

By: /s/ Gal Defes______________
Name: Gal Defes
Title: Senior Vice President

By: /s/ Salvatore Demma_________
Name: Salvatore Demma
Title: First Vice President

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

“Lender”

Barclays Bank PLC, as a Lender

By: /s/ Sydney G. Dennis_____________
Name: Sydney G. Dennis
Title: Director

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

“Lender”

CITIZENS BANK, N.A., as Lender

By: /s/ Scott Donaldson__________
Name: Scott Donaldson
Title: Senior Vice President

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

“Lender”

First Guaranty Bank, as Lender

By: /s/ Craig E. Scelfo__________
Name: Craig E. Scelfo
Title: SVP / Regional Manager

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

“Lender”

FIRST HORIZON BANK, as Lender

By: /s/ Justin Ownby_________
Name: Justin Ownby
Title: Vice President

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

“Lender”

Fifth Third Bank, National Association, as Lender

By: /s/ Gregory Fuhrmeister_________
Name: Gregory Fuhrmeister
Title: Director

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

“Lender”

HSBC BANK USA, N.A., as Lender

By: /s/ Jay Fort__________
Name: Jay Fort
Title: Senior Vice President

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

“Lender”

ISRAEL DISCOUNT BANK NEW YORK, as Lender

By: /s/ Avram Keusch______
Name: Avram Keusch
Title: Vice President

By: /s/ Zahi Levy__________
Name: Zahi Levy
Title: Senior Vice President

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

“Lender”

MUFG BANK LTD, as Lender

By: /s/ Stephen W. Warfel_____
Name: Stephen W. Warfel
Title: Authorized Signatory

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

“Lender”

PNC BANK, NATIONAL ASSOCIATION, as Lender

By: /s/ Kyle T. Helfrich______
Name: Kyle T. Helfrich
Title: Senior Vice President

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

“Lender”

Raymond James Bank, as Lender

By: /s/ Mark Specht______
Name: Mark Specht
Title: Vice President

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

“Lender”

REGIONS BANK, as Lender

By: /s/ David Valentine______
Name: David Valentine
Title: Managing Director

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

“Lender”

ROYAL BANK OF CANADA, as a Lender and as Co-Syndication Agent

By: /s/ Michael Sharp______________
Name: Michael Sharp
Title: Authorized Signatory

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

“Lender”

Truist Bank, as Lender

By: /s/ James Giordano______________
Name: James Giordano
Title: Managing Director

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

“Lender”

TRUSTMARK NATIONAL BANK, as Lender

By: /s/ Richard Marsh____________
Name: Richard Marsh
Title: Senior Vice President

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

“Lender”

U.S. BANK NATIONAL ASSOCIATION, as Lender

By: /s/ Edward B. Hanson____________
Name: Edward B. Hanson
Title: Senior Vice President

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

“Lender”

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender

By: /s/ Brandon Kast______________
Name: Brandon Kast
Title: Director

[Limited Consent and Second Amendment to Third Amendment and Restated Credit Agreement]

Annex I

Execution VersionAnnex I

to Limited Consent and Second Amendment

to Third Amended and Restated Credit Agreement

Third Amended and Restated Credit Agreement

Among

Delek Logistics Partners, LP, a Delaware limited partnership, as a Borrower,

Each of the Other Borrowers From Time to Time Party Hereto,

The Guarantors From Time to Time Party Hereto,

Various Lenders and L/C Issuers

From Time to Time Party Hereto,

Fifth Third Bank, an Ohio banking corporationNational Association,

as Administrative Agent,

Bank of America, N.A., BBVA CompassPNC Bank, National Association, MUFG Bank, Ltd., and Royal Bank of Canada, as Co-Syndication Agents,

and

Barclays Bank PLC, Citizens Bank, N.A., PNC Bank, National Association,
U.S. Bank National Association, Bank Hapoalim B.M., Regions Bank,
and Truist Bank (successor by merger to SunTrust Bank), as Co-Documentation Agents

Dated as of September 28, 2018

Fifth Third Bank, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BBVA CompassPNC Bank, National Association, MUFG Bank, Ltd. and Royal Bank of Canada, as Joint-Lead Arrangers and Joint-Bookrunners

ConformedDelek - Annex I to Limited Consent and Second Amendment to Third A&R Credit Agreement (with attached Exhibits & Schedules) 484475-746770-4306318 v2v8.docx

1994326

Table of Contents

Section Heading Page

Section 1. Definitions; Interpretation 2

Section 1.1. Definitions 2

Section 1.2. Interpretation 489

Section 1.3. Change in Accounting Principles 489

Section 1.4. Rounding 4950

Section 1.5. Divisions 4950

Section 2. The Credit Facilities 4950

Section 2.1. Revolving Loans 4950

Section 2.2. Letters of Credit 523

Section 2.3. Applicable Interest Rates 589

Section 2.4. Manner of Borrowing Loans and Designating Applicable Interest Rates 601

Section 2.5. Minimum Borrowing Amounts; Maximum EurodollarTranche Rate Loans 634

Section 2.6. Maturity of Loans 634

Section 2.7. Prepayments 634

Section 2.8. Place and Application of Payments 656

Section 2.9. Voluntary Commitment Terminations 689

Section 2.10. Swing Loans 69

Section 2.11. Evidence of Indebtedness 712

Section 2.12. Fees 723

Section 2.13. Account Debit 734

Section 2.14. Designation of Additional Borrowers; Appointment of Borrowers’ Agent as Agent for the Borrowers 734

Section 2.15. Revaluation of Canadian Dollar Loans and Letters of Credit 745

Section 2.16. MIRE Events 745

Section 3. Conditions Precedent 756

Section 3.1. All Credit Events 756

Section 3.2. Initial Credit Event 767

Section 4. The Collateral and Guaranties 801

Section 4.1. Collateral 801

Section 4.2. Liens on Real Property 801

Section 4.3. Guaranties 812

Section 4.4. Further Assurances 823

Section 4.5. Cash Collateral 823

-i-

Section 5. Representations and Warranties 834

Section 5.1. Organization and Qualification 834

Section 5.2. Authority and Enforceability 845

Section 5.3. Financial Reports 845

Section 5.4. No Material Adverse Change 856

Section 5.5. Litigation and Other Controversies 856

Section 5.6. True and Complete Disclosure 856

Section 5.7. Use of Proceeds; Margin Stock 856

Section 5.8. Taxes 856

Section 5.9. ERISA; Canadian Pension Plans 867

Section 5.10. Subsidiaries; Permitted Joint Ventures 878

Section 5.11. Compliance with Laws 889

Section 5.12. Environmental Matters 889

Section 5.13. Investment Company 901

Section 5.14. Intellectual Property 901

Section 5.15. Good Title 901

Section 5.16. Labor Relations 923

Section 5.17. Governmental Authority and Licensing 923

Section 5.18. Approvals 934

Section 5.19. Solvency 934

Section 5.20. No Broker Fees 934

Section 5.21. No Default 934

Section 5.22. Compliance with Sanctions Programs; Anti-Corruption Laws 934

Section 5.23. Security Interests 934

Section 5.24. Other Agreements and Documents 945

Section 5.25. State and Federal Regulations 945

Section 5.26. Title to Crude Oil and Refined Products 978

Section 5.27. Certificate of Beneficial Ownership 978

Section 5.28. No EEA Financial Institution 978

Section 6. Covenants 978

Section 6.1. Information Covenants 978

Section 6.2. Inspections; Field Examinations 1034

Section 6.3. Maintenance of Property and Insurance, Environmental Matters, etc. 1034

Section 6.4. Preservation of Existence 1056

Section 6.5. Compliance with Laws 1056

Section 6.6. ERISA 1056

Section 6.7. Payment of Taxes 1067

Section 6.8. Contracts with Affiliates 1067

Section 6.9. Restrictions or Changes; Material Agreements; Organization Documents 1078

Section 6.10. Change in the Nature of Business 1078

Section 6.11. Indebtedness 1078

-ii-

Section 6.12. Liens 1109

Section 6.13. Consolidation, Merger, and Sale of Assets 1112

Section 6.14. Advances, Investments and Loans 1123

Section 6.15. Restricted Payments 1167

Section 6.16. Limitation on Restrictions 1178

Section 6.17. Limitation on Issuances of New Equity by Subsidiaries 1189

Section 6.18. Intentionally Omitted 1189

Section 6.19. Operating Accounts 1189

Section 6.20. Financial Covenants 1189

Section 6.21. Compliance with Sanctions Programs; Anti-Corruption Laws 11920

Section 6.22. Joint Ventures 1201

Section 6.23. FERC 1201

Section 6.24. Post-Closing Matters 1212

Section 6.25. Certificate of Beneficial Ownership and Other Additional Information 1212

Section 7. Events of Default and Remedies 1212

Section 7.1. Events of Default 1212

Section 7.2. Non-Bankruptcy Defaults 1245

Section 7.3. Bankruptcy Defaults 1256

Section 7.4. Collateral for Undrawn Letters of Credit 1256

Section 7.5. Notice of Default 1256

Section 8. Change in Circumstances and Contingencies 1256

Section 8.1. Funding Indemnity 1256

Section 8.2. Illegality 1267

Section 8.3. Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR 1267

Section 8.4. Increased Costs 12831

Section 8.5. Intentionally Omitted 1329

Section 8.6. Discretion of Lender as to Manner of Funding 129

Section 8.5. Intentionally Omitted 132

Section 8.7. Defaulting Lenders 1329

Section 9. The Administrative Agent 1325

Section 9.1. Appointment and Authorization of Administrative Agent 1325

Section 9.2. Administrative Agent and Its Affiliates 1325

Section 9.3. Exculpatory Provisions 1325

Section 9.4. Reliance by Administrative Agent 1347

Section 9.5. Delegation of Duties 1347

Section 9.6. Non-Reliance on Administrative Agent and Other Lenders 1357

Section 9.7. Intentionally Omitted 1358

-iii-

Section 9.8. Resignation of Administrative Agent and Successor Administrative Agent 1358

Section 9.9. L/C Issuers and Swing Line Lender. 1369

Section 9.10. Hedging Liability and Bank Product Liability Arrangements 1369

Section 9.11. No Other Duties; Designation of Additional Agents 13740

Section 9.12. Authorization to Enter into, and Enforcement of, the Collateral Documents and Guaranty 13740

Section 9.13. Administrative Agent May File Proofs of Claim 13840

Section 9.14. Collateral and Guaranty Matters 13841

Section 9.15. Authorization to Enter into IntercreditorDesignated Agreements 13942

Section 9.16. Credit Bidding 13942

Section 10. Miscellaneous 1402

Section 10.1. Taxes 1402

Section 10.2. Mitigation Obligations; Replacement of Lenders 1436

Section 10.3. No Waiver, Cumulative Remedies 1447

Section 10.4. Non-Business Days 1457

Section 10.5. Survival of Representations and Covenants 1458

Section 10.6. Survival of Indemnities 1458

Section 10.7. Sharing of Payments by Lenders 1458

Section 10.8. Notices; Effectiveness; Electronic Communication 1469

Section 10.9. Successors and Assigns; Assignments and Participations 14951

Section 10.10. Amendments 1536

Section 10.11. Headings 1557

Section 10.12. Expenses; Indemnity; Damage Waiver 1557

Section 10.13. Set-off 15760

Section 10.14. Governing Law, Jurisdiction, Etc. 15860

Section 10.15. Severability of Provisions 15861

Section 10.16. Excess Interest 15961

Section 10.17. Construction 15962

Section 10.18. Lender’s and L/C Issuer’s Obligations Several 15962

Section 10.19. USA Patriot Act 1602

Section 10.20. Waiver of Jury Trial 1602

Section 10.21. Treatment of Certain Information; Confidentiality 1603

Section 10.22. Counterparts; Integration, Effectiveness 1613

Section 10.23. Joint and Several Obligations 1614

Section 10.24. No General Partner’s Liability for Obligations 1614

Section 10.25. Amendment and Restatement 1624

Section 10.26. Equalization of Outstanding Obligations 1625

Section 10.27. All Powers Coupled with Interest 1635

Section 10.28. Acknowledgement and Consent to Bail-In of EEA Financial Institutions 1635

-iv-

Section 10.29. Judgment Currency 1636

Section 10.30. Acknowledgement Regarding Any Supported QFCs 1646

Section 11. The Guarantees 1657

Section 11.1. The Guarantees 1657

Section 11.2. Guarantee Unconditional 1658

Section 11.3. Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances 1669

Section 11.4. Subrogation 1679

Section 11.5. Subordination 1679

Section 11.6. Waivers 1670

Section 11.7. Limit on Recovery 1670

Section 11.8. Stay of Acceleration 1670

Section 11.9. Benefit to Guarantors 16870

Section 11.10. Keepwell 16870

Section 11.11. Guarantor Covenants 16871

Signature Pages S-1

-v-

Exhibit A — Notice of Payment Request

Exhibit B — Notice of Borrowing

Exhibit C — Notice of Continuation/Conversion

Exhibit D-1 — U.S. Revolving Note

Exhibit D-2 — Canadian Revolving Note

Exhibit D-3 — U.S. Swing Note

Exhibit D-4 — Canadian Swing Note

Exhibit E — Compliance Certificate

Exhibit F — Assignment and Assumption

Exhibit G-1 — Additional Borrower Supplement

Exhibit G-2 — Additional Guarantor Supplement

Schedule 1 — Commitments

Schedule 1.1(a) — Existing Leased Terminal Leases

Schedule 1.1(b) — Non-Collateral Real Property

Schedule 1.1(c) — Existing Title Insurance Locations

Schedule 3.2(j) — Title Search Locations

Schedule 5.10 — Subsidiaries

Schedule 5.12 — Environmental Matters

Schedule 5.23 — Non-Transmitting Utilities

Schedule 5.23(a) — Actions to Create and Perfect Liens

Schedule 5.24 — Material Agreements

Schedule 6.12 — Liens

Schedule 6.14 — Investments

Schedule 6.24 — Post-Closing Matters

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Third Amended and Restated Credit Agreement

This Third Amended and Restated Credit Agreement is entered into as of September 28, 2018, by and among Delek Logistics Partners, LP, a Delaware limited partnership (the “MLP”), Delek Logistics Operating, LLC, a Delaware limited liability company (“Delek Operating”), Delek Marketing GP, LLC, a Delaware limited liability company (“Delek Marketing GP”), Delek Marketing & Supply, LP, a Delaware limited partnership (“Delek Marketing”), Delek Crude Logistics, LLC, a Texas limited liability company (“Delek Crude”), Delek Marketing-Big Sandy, LLC, a Texas limited liability company (“Delek Big Sandy”), Magnolia Pipeline Company, LLC, a Delaware limited liability company (“Magnolia”), El Dorado Pipeline Company, LLC, a Delaware limited liability company (“El Dorado”), SALA Gathering Systems, LLC, a Texas limited liability company (“SALA Gathering”), Paline Pipeline Company, LLC, a Texas limited liability company (“Paline”), DKL Transportation, LLC, a Delaware limited liability company (“DKL Transportation”), DKL Caddo, LLC, a Delaware limited liability company (“DKL Caddo”), DKL Rio, LLC, a Delaware limited liability company (“DKL Rio”), Delek Logistics Finance Corp., a Delaware corporation (“Delek Finance”), DKL Big Spring, LLC, a Delaware limited liability company (“DKL Big Spring”), and the direct and indirect Subsidiaries of MLP from time to time party hereto, as Additional Borrowers (the MLP, Delek Operating, Delek Marketing GP, Delek Marketing, Delek Crude, Delek Big Sandy, Magnolia, El Dorado, SALA Gathering, Paline, DKL Transportation, DKL Caddo, DKL Rio, Delek Finance, DKL Big Spring, and such Additional Borrowers are each individually referred to herein as a “Borrower” and are collectively referred to herein as the “Borrowers”), the various Guarantors from time to time party hereto, the various institutions from time to time party to this Agreement, as Lenders and L/C Issuers, Fifth Third Bank, an Ohio banking corporationNational Association, as Administrative Agent, Bank of America, N.A., BBVA Compass,PNC Bank, National Association, MUFG Bank Ltd. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.), and Royal Bank of Canada, as Co-Syndication Agents, and Barclays Bank PLC, Citizens Bank, N.A., PNC Bank, National Association, U.S. Bank National Association, Bank Hapoalim B.M., Regions Bank, and Truist Bank (successor by merger to SunTrust Bank), as Co-Documentation Agents.

Whereas, the Borrowers, the lenders party thereto (the “Prior Lenders”) and Fifth Third Bank, as Administrative Agent, previously entered into a Second Amended and Restated Credit Agreement dated as of December 30, 2014 (the “Prior Credit Agreement”), pursuant to which the Prior Lenders agreed to extend certain credit facilities to the Borrowers, for the account of the Borrowers, on the terms and conditions set forth therein;

Whereas, the parties hereto have also agreed to amend and restate the Prior Credit Agreement pursuant to this Agreement;

Whereas, this Agreement constitutes for all purposes an amendment to the Prior Credit Agreement and not a new or substitute agreement;

Now, Therefore, in consideration of the foregoing recitals and mutual agreements set forth in this Agreement, the parties to this Agreement agree as follows:

Section 1. Definitions; Interpretation.

Section 1.1. Definitions. The following terms when used herein shall have the following meanings:

“Acquired Business” means the entity or assets acquired by any Borrower or any Subsidiary in an Acquisition, whether before or after the Restatement Effective Date.

“Acquired Indebtedness” means Indebtedness of a Person whose assets or Ownership Interests are acquired by any Borrower or any Subsidiary of any Borrower in a Permitted Acquisition; provided, however that such Indebtedness is either Purchase Money Indebtedness or a Capital Lease with respect to equipment or mortgage financing with respect to real property, was in existence prior to the date of such Permitted Acquisition, and was not incurred in connection with, or in contemplation of, such Permitted Acquisition.

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person (other than from a Subsidiary of the MLP), (b) the acquisition of in excess of 50% of the capital stock, partnership interests, membership interests or equity of any Person (other than a Person that is a Subsidiary), or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is a Subsidiary), provided that the MLP or a Subsidiary is the surviving entity.

“Additional Borrower” is defined in Section 2.14(a) hereof.

“Additional Borrower Supplement” is defined in Section 2.14(a) hereof.

“Additional Commitments” is defined in Section 2.1(b) hereof.

“Additional Guarantor Supplement” is defined in Section 11.1 hereof.

“Adjusted LIBOR” means, for any Borrowing of Eurodollar Loans, a rate per annum equal to the quotient of (a) LIBOR, divided by (b) one minus the Reserve Percentage.

“Administrative Agent” means Fifth Third Bank, an Ohio banking corporationNational Association, as contractual representative for itself and the other Lenders and any successor pursuant to Section 9.8.

“Administrative Questionnaire” means, with respect to each Lender, an Administrative Questionnaire in a form supplied by the Administrative Agent and duly completed by such Lender.

“Affiliate” means any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, another Person. A Person shall be deemed to control another Person for the purposes of this definition if such Person possesses, directly or indirectly,

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the power to direct, or cause the direction of, the management and policies of the other Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise; provided that, in any event for purposes of this definition, any Person that owns, directly or indirectly, 10% or more of the securities having the ordinary voting power for the election of directors or governing body of a corporation or 10% or more of the partnership or other ownership interest of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person; provided further that any owner of publicly traded shares of Holdings (or any successor publicly traded entity thereto permitted by this Agreement) who would otherwise not constitute an Affiliate under this definition shall not be an Affiliate hereunder; provided further that any Person that would otherwise not constitute an Affiliate under this definition shall not be an Affiliate hereunder solely as a result of such Person controlling, being directly or indirectly controlled by, or being under direct or indirect common control with a Permitted Joint Venture; provided further that Non-Controlled Joint Ventures shall not constitute an Affiliate under this definition except with respect to Section 6.8 of this Agreement.

“Agreement” means this Third Amended and Restated Credit Agreement, as the same may be amended, modified, restated or supplemented from time to time pursuant to the terms hereof.

“Applicable Margin” means, with respect to Loans, Reimbursement Obligations, and the commitment fees and Letter of Credit fees payable under Section 2.12, until the first Pricing Date, the rates per annum shown opposite Level II below, and thereafter from one Pricing Date to the next the Applicable Margin means the rates per annum determined in accordance with the following schedule:

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Level	Total Leverage Ratio for such Pricing Date	Applicable Margin for Base Rate Loans and Canadian Prime Rate Loan shall be:	Applicable Margin for EurodollarTranche Rate Loans, Canadian CDOR Loans and Letter of Credit fees shall be:	Applicable Margin for commitment fee shall be:
I	Greater than 4.50 to 1.00	1.75%	2.75%	.50%
II	Less than or equal to 4.50 to 1.00, but greater than 4.00 to 1.00	1.50%	2.50%	.40%
III	Less than or equal to 4.00 to 1.00, but greater than 3.50 to 1.00	1.25%	2.25%	.35%
IV	Less than or equal to 3.50 to 1.00, but greater than 3.00 to 1.00	1.00%	2.00%	.30%
V	Less than or equal to 3.00 to 1.00	.75%	1.75%	.25%

For purposes hereof, the term “Pricing Date” means, for any fiscal quarter of the Consolidated Group ending on or after September 30, 2018, the date on which the Administrative Agent is in receipt of the MLP’s most recent consolidated financial statements (and, in the case of the year-end financial statements, audit report) for the fiscal quarter then ended, pursuant to Section 6.1. The Applicable Margin shall be established based on the Total Leverage Ratio for the most recently completed fiscal quarter and the Applicable Margin established on a Pricing Date shall remain in effect until the next Pricing Date. If the Borrowers have not delivered the MLP’s consolidated financial statements by the date such financial statements (and, in the case of the year-end financial statements, audit report) are required to be delivered under Section 6.1, until such financial statements and audit report are delivered, the Applicable Margin shall be the highest Applicable Margin (i.e., the Total Leverage Ratio shall be deemed to be greater than 4.50 to 1.0). If the Borrowers subsequently deliver such financial statements before the next Pricing Date, the Applicable Margin established by such late delivered financial statements shall take effect from the date of delivery until the next Pricing Date. In all other circumstances, the Applicable Margin established by such financial statements shall be in effect from the Pricing Date that occurs immediately after the end of the fiscal quarter covered by such financial statements until the next Pricing Date. Each determination of the Applicable Margin made by the Administrative Agent in accordance with the foregoing shall be conclusive and binding on the Borrowers and the Lenders absent manifest error. Notwithstanding the foregoing, if, as a result of any restatement of or other adjustment to the consolidated financial statements of the MLP or for any reason, the Lenders determine that (a) Total Leverage Ratio as calculated on any Pricing Date was inaccurate and (b) a proper calculation of Total Leverage Ratio would have resulted in a higher Applicable Margin for any period, then the Borrowers shall automatically

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and retroactively be obligated to pay to the Administrative Agent for the benefit of the Lenders, promptly on demand by the Administrative Agent, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.

“Application” is defined in Section 2.2(b).

“Approved Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.9(b)(iii)), and accepted by the Administrative Agent, in substantially the form of Exhibit F or any other form approved by the Administrative Agent.

“Authorized Representative” means those persons shown on the list of officers provided by the Borrowers’ Agent on the date hereof, or on any update of any such list provided by the Borrowers’ Agent to the Administrative Agent, or any further or different officers of the Borrowers’ Agent so named by any Authorized Representative of the Borrowers’ Agent in a written notice to the Administrative Agent.

“Available Cash” has the meaning set forth in the MLP Partnership Agreement.

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

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

“Bank Product Liability” means the liability of any Borrower or any Guarantor owing to any of the Lenders, or any Affiliates of such Lenders, arising out of (a) the execution or processing of electronic transfers of funds by automatic clearing house transfer, wire transfer or otherwise to or from the deposit accounts of any Borrower and/or any Guarantor now or hereafter maintained with any of the Lenders or their Affiliates, (b) the acceptance for deposit or the honoring for payment of any check, draft or other item with respect to any such deposit accounts, (c) any other treasury, deposit, disbursement, and cash management services afforded to any Borrower or any Guarantor by any of such Lenders or their Affiliates, and (d) stored value card, commercial credit card, commercial purchase card, and merchant card services.

“Base Rate” means for any day, the rate per annum equal to the greatest of: (a) the rate of interest announced by Fifth Third Bank, an Ohio banking corporationNational Association,

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from time to time as its “prime rate” as in effect on such day, with any change in the Base Rate resulting from a change in said prime rate to be effective as of the date of the relevant change in said prime rate (it being acknowledged that such rate may not be the Administrative Agent’s best or lowest rate), (b) the sum of (i) the Federal Funds Rate, plus (ii) .50%one-half of one percent (0.50%) and (c) the sum of (i) the Adjusted LIBOR that would be applicable to a Eurodollar Loan with a 1 month Interest Period advancedTerm SOFR for a one-month tenor in effect on such day (or if such day is not a Business Day, the immediately preceding Business Day), plus (ii) the Tranche Rate Adjustment plus (iii) 1.00%; provided that, in no event shall Base Rate be less than 0.00%.

“Base Rate Loan” means a Loan in U.S. Dollars bearing interest at a rate specified in Section 2.3(a).

“Beneficial Owner” means, for each Borrower, each of the following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of such Borrower's Ownership Interests; and (b) a single individual with significant responsibility to control, manage, or direct such Borrower.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. [Added per First Amendment]

“Big Spring Texas Property” means (a) certain logistics and related assets located at the refinery in Howard County, Texas, and (b) all fixtures, equipment, other personal property and interests in real property related thereto, in each case as acquired by DKL Big Spring on March 1, 2018.

“Borrower” and “Borrowers” are each defined in the introductory paragraph of this Agreement.

“Borrowers’ Agent” means the MLP.

“Borrowing” means the total of Loans of a single type advanced, continued for an additional Interest Period, or converted from a different type into such type by the Lenders on a single date and, in the case of EurodollarTranche Rate Loans and Canadian CDOR Loans, for a single Interest Period. Borrowings of Loans are made and maintained ratably from each of the Lenders according to their Percentages. A Borrowing is “advanced” on the day Lenders advance funds comprising such Borrowing to the applicable Borrower, is “continued” on the date a new Interest Period for the same type of Loans commences for such Borrowing, and is “converted” when such Borrowing is changed from one type of Loans to the other, all as requested by the Borrowers’ Agent pursuant to Section 2.4(a). Borrowings of Swing Loans are made by the Administrative Agent in accordance with the procedures set forth in Section 2.10.

“Business” means (1) the ownership, leasing, operation, development, acquisition, disposition, marketing, expansion, repair and maintenance of Crude Oil and Refined Products logistics assets and businesses, (2) the ownership, marketing, acquisition and disposition of

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Crude Oil and Refined Products, (3) any business which supplies materials used in the operations or facilities of the MLP or any of its Subsidiaries or expands sales to any customers of the MLP or any of its Subsidiaries, and (4) any businesses customarily related, complementary, or ancillary to (1), (2) or (3) of this definition of “Business.”

“Business Day” means any day (other than a Saturday or Sunday) on which commercial banks are not authorized or required to close in Cincinnati, Ohio, and (a) if such day relates to the advance or continuation of, or conversion into, or payment of a Eurodollar Loan, any such day on which dealings in U.S. Dollar deposits are conducted by and between banks in the London interbank eurodollar market(a) with respect to all notices and determinations in connection with the Tranche Rate or Daily Simple SOFR, any day that commercial banks in New York, New York are required by law to be open for business and that is a U.S. Government Securities Business Day, and (b) if such day relates to the advance or continuation of, or conversion into, or payment of (i) a Canadian Prime Rate Loan, a day of the year on which Canadian commercial banks are open for dealings in Toronto, Ontario, Canada or (ii) a Canadian CDOR Loan, a day of the year on which Canadian commercial banks are open for dealings in Toronto, Ontario, Canada and; provided that, in all cases, such day is also a day on which commercial banks arein Cincinnati, Ohio are required by applicable law to be open for business in London, England.; provided further that, notwithstanding anything to the contrary in this definition of “Business Day”, at any time during which the Borrowers have a Hedge Agreement in effect with respect to all or a portion of the Obligations, then the definitions of “Business Day” and “Banking Day”, as applicable, pursuant to such Hedge Agreement shall govern with respect to all applicable notices and determinations in connection with such portion of the Obligations arising under such Hedge Agreement. Periods of days referred to in the Loan Documents will be counted in calendar days unless Business Days are expressly prescribed.

“Canadian Benefit Plans” means all present and future material employee benefit plans of any nature or kind whatsoever that are not Canadian Pension Plans to which the General Partner, any Borrower or any Subsidiary has any liability, contingent or otherwise, for employees or former employees in Canada, other than Canadian Union-Administered Plans.

“Canadian CDOR Loan” means a Loan in Canadian Dollars bearing interest as set forth in Section 2.3(d).

“Canadian Dollar Equivalent” means in relation to any Obligation or amount denominated in U.S. Dollars, the amount of Canadian Dollars which would be realized by converting U.S. Dollars into Canadian Dollars at the exchange rate generated by the Reuters Market Data System, or by any successor to such system, for such exchange rate on the date on which a computation thereof is required to be made; provided that if such system or successor to such system is not available, the exchange rate shall be that rate quoted to the Administrative Agent at approximately 11:00 a.m. (LondonCincinnati, Ohio time) three Business Days prior to the date on which a computation thereof is required to be made by major banks in the interbank foreign exchange market for the purchase of Canadian Dollars for such currency.

“Canadian Dollars” and “Cdn $” each means the lawful currency of Canada.

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“Canadian Insolvency Legislation” means legislation in Canada relating to reorganization, arrangement, compromise or re-adjustment of debt, dissolution or winding-up, or any similar legislation, and specifically includes for greater certainty the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada).

“Canadian Joint Venture” means any Permitted Joint Venture organized under the laws of Canada or any province or other political subdivision thereof.

“Canadian L/C Issuers” means (a) Fifth Third Bank, an Ohio banking corporationNational Association and (b) any other Lender that shall have become an L/C Issuer as provided in Section 2.2(j)(i), other than any such Person that shall have ceased to be an L/C Issuer as provided in Section 2.2(j)(ii), each in its capacity as an issuer of Canadian Letters of Credit hereunder.

“Canadian L/C Obligations” means, at any time the same is to be determined, (i) the full amount available for drawing under all outstanding Canadian Letters of Credit and (ii) all unpaid Canadian Reimbursement Obligations.

“Canadian L/C Sublimit” means U.S. $40,000,000, as the same may be reduced or increased at any time or from time to time pursuant to the terms hereof.

“Canadian Lenders” means and includes the banks, financial institution and other lenders from time to time party to this Agreement with a Canadian Revolving Credit Commitment as set forth on Schedule 1, including each assignee of a Canadian Lender pursuant to Section 10.9 hereof. Unless the context requires otherwise, the term “Canadian Lenders” includes the Administrative Agent as the maker of Canadian Swing Loans.

“Canadian Letter of Credit” is defined in Section 2.2(a).

“Canadian Loan” means any Canadian Revolving Loan or Canadian Swing Loan.

“Canadian Participating Interest” is defined in Section 2.2(d).

“Canadian Participating Lender” is defined in Section 2.2(d).

“Canadian Pension Plan” means each present and future plan which is a registered pension plan for the purposes of the Income Tax Act (Canada) to which the General Partner, any Borrower or any Subsidiary has any liability, contingent or otherwise, for employees or former employees in Canada, other than Canadian Union-Administered Plans.

“Canadian Pension Regulator” is defined in Section 7.1(h) hereof.

“Canadian Prime Rate” means for any day the greater of: (a) the floating annual rate of interest announced by the Bank of Canada as its “prime business rate” as in effect on such day; and (b)(i) the 30-day CDOR Rate applicable on such day plus (ii) 0.50%.

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“Canadian Prime Rate Loan” means a Loan in Canadian Dollars bearing interest as set forth in Section 2.3(b).

“Canadian Reimbursement Obligations” means Reimbursement Obligations arising from a Canadian Letter of Credit.

“Canadian Revolver Percentage” means, for each Canadian Lender, the percentage of the aggregate Canadian Revolving Credit Commitments represented by such Canadian Lender’s Canadian Revolving Credit Commitment or, if the Canadian Revolving Credit Commitments have been terminated, the percentage held by such Canadian Lender (including through participation interests in Canadian Reimbursement Obligations) of the aggregate principal amount of all Canadian Revolving Loans and Canadian L/C Obligations then outstanding.

“Canadian Revolving Credit” means the credit facility for making Canadian Revolving Loans and Canadian Swing Loans and issuing Canadian Letters of Credit described in Sections 2.1(d), 2.2, and 2.10.

“Canadian Revolving Credit Commitment” means, as to any Lender, the obligation of such Lender to make Canadian Revolving Loans and to participate in Canadian Swing Loans and Canadian Letters of Credit issued for the account of the Borrowers hereunder in an aggregate principal or face amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1, as the same may be reduced, or otherwise modified at any time or from time to time pursuant to the terms hereof. The Borrowers and the Lenders acknowledge and agree that the Canadian Revolving Credit Commitments of the Lenders aggregate U.S. $100,000,000 as of the Restatement Effective Date.

“Canadian Revolving Loan” and “Canadian Revolving Loans” are each defined in Section 2.1(d) hereof and, as so defined, includes a Base Rate Loan or EurodollarTranche Rate Loan (if denominated in U.S. Dollars) or a Canadian Prime Rate Loan or a Canadian CDOR Loan (if denominated in Canadian Dollars), each of which is a “type” of Revolving Loan hereunder.

“Canadian Revolving Note” is defined in Section 2.11(d) hereof.

“Canadian Sanctions Programs” means economic, trade, or financial sanctions programs administered or enforced by any Canadian sanctions authority pursuant to all applicable Canadian laws regarding sanctions and export controls, including the United Nations Act, the Special Economic Measures Act, the Export and Import Permits Act, the Freezing Assets of Foreign Corrupt Officials Act, the Defense Production Act, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, the Anti-Terrorism Act and any and all other similar Canadian statutes and regulations.

“Canadian Subsidiary” means any Subsidiary organized under the laws of Canada or any province or other political subdivision thereof.

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“Canadian Swing Line” means the credit facility for making one or more Canadian Swing Loans described in Section 2.10.

“Canadian Swing Line Sublimit” means U.S. $10,000,000, as the same may be reduced or increased at any time or from time to time pursuant to the terms hereof.

“Canadian Swing Loan” and “Canadian Swing Loans” are each defined in Section 2.10(a).

“Canadian Swing Note” is defined in Section 2.11(d).

“Canadian Union-Administered Plans” shall mean all present and future Canadian pension plans and Canadian employee benefit plans of any type whatsoever, administered entirely by a union or union representatives or by trustees of which at least half are union representatives, other than a plan in respect of which any director, officer, employee, agent or representative of the General Partner, any Borrower or any Subsidiary has acted or is acting as a trustee or has been or is involved in the administration, to which the General Partner, any Borrower or any Subsidiary has any liability, contingent or otherwise, for the benefit of current or former Canadian employees.

“Capital Expenditures” means, with respect to any Person for any period, the aggregate amount of all expenditures (whether paid in cash or accrued as a liability) by such Person during that period for the acquisition or leasing (pursuant to a Capital Lease) of fixed or capital assets or additions to property, plant, or equipment (including replacements, capitalized repairs, and improvements) which should be capitalized on the balance sheet of such Person in accordance with GAAP.

“Capital Lease” means any lease of Property which in accordance with GAAP is required to be capitalized on the balance sheet of the lessee.

“Capital Project” means the construction, refurbishment, repurposing, modification or expansion of any capital project and any expenditures associated therewith, including any such construction or expansion made by a Borrower and any such construction, refurbishment, repurposing, modification or expansion made by a Permitted Joint Venture.

“Capitalized Lease Obligation” means, for any Person, the amount of the liability shown on the balance sheet of such Person in respect of a Capital Lease determined in accordance with GAAP.

“Captive Insurance Subsidiary” means a Subsidiary of Holdings organized in a state of the United States and established for the sole purpose of insuring the business and properties owned by Holdings and its Subsidiaries, which, for purposes of this definition, shall include the MLP and its Subsidiaries, and that is subject to regulation as an insurance company.

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“Cash Collateral” shall have a meaning correlative to the cash or deposit account balances referred to in the definition of Cash Collateralize set forth in this Section 1.1 and shall include the proceeds of such cash collateral and other credit support.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Administrative Agent and the Lenders or the L/C Issuers (as applicable), as collateral for L/C Obligations, obligations in respect of Swing Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer or Administrative Agent benefiting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent or (b) the applicable L/C Issuer.

“Cash Equivalents” means, as to any Person: (a) investments in direct obligations of the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one year of the date of acquisition thereof; (b) investments in commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P (or, if at any time neither Moody’s or S&P shall be rating such obligations, an equivalent rating from another nationally recognized rating service) maturing within 90 days from the date of issuance thereof; (c) certificates of deposit or bankers’ acceptances maturing within one year from the date of acquisition thereof and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (i) is at least “adequately capitalized” (as defined in the regulations of its primary federal banking regulator) and (ii) has Tier 1 capital (as defined in such regulations or as described on the FDIC website or other materials promulgated by the FDIC) of not less than U.S. $100,000,000; (d) investments in repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (c) above, provided all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System; (e) marketable short-term money market or similar securities having a rating of at least P-2 by Moody’s or A-2 by S&P (or, if at any time neither Moody’s or S&P shall be rating such obligations, an equivalent rating from another nationally recognized rating service); (f) investments in any money market mutual funds that (i) invest solely, and which are restricted by their respective charters to invest solely, in investments of the type described in the immediately preceding clauses (a), (b), (c), and (d) above, and (ii) have net assets of not less than $1,000,000,000; and (g) investments approved by the Administrative Agent.

“CDOR Rate” means, with respect to a Canadian CDOR Loan, for any Interest Period, the rate per annum determined by the Administrative Agent by reference to the average of the rates displayed on the “Reuters Screen CDOR Page” (as defined in the International Swap Dealer Association, Inc. definitions, as amended from time to time), or such other page as may replace such page on such screen for the purpose of displaying Canadian interbank bid rates for Canadian Dollar bankers’ acceptances) applicable to Canadian Dollar bankers’ acceptances (on a three hundred sixty-five (365) day basis) with a term comparable to such Interest Period as of

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10:00 a.m. (Cincinnati, Ohio time) on the first day of such Interest Period (as adjusted by the Administrative Agent after 10:00 a.m. (Cincinnati, Ohio time) to reflect any error in a posted rate or in the posted average annual rate of interest); provided that, in no event shall the CDOR Rate be less than 0.00%. No adjustment shall be made to account for the difference between the number of days in a year on which the rates referred to in this definition are based and the number of days in a year on the basis of which interest is calculated in this Agreement.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§9601 et seq.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the EPA.

“Certificate of Beneficial Ownership” means, for each Borrower, a certificate in form and substance acceptable to the Administrative Agent (as amended or modified by the Administrative Agent from time to time in its sole discretion), certifying, among other things, the Beneficial Owner of such Borrower as required by 31 C.F.R. § 1010.230.

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

“Change of Control” means any of the following events or conditions: (a) the General Partner shall cease to be the sole general partner of the MLP; (b) Holdings shall cease, directly or indirectly, to own and control legally and beneficially at least 51% of the Ownership Interests in the General Partner; (c) either (x) Holdings shall cease to be able, directly or indirectly, to appoint a majority of the members of the board of directors (or similar governing body) to the General Partner or (y) failure of the majority of the board of directors (or similar governing body) of the General Partner to be comprised of directors directly or indirectly appointed by Holdings, and (d) the MLP shall cease, directly or indirectly, to own and control legally and beneficially at least 100% of the Ownership Interests of any other Borrower and at least 50% of the Ownership Interests of any Subsidiary, unless otherwise permitted in this Agreement.

“Code” means the Internal Revenue Code of 1986, or any successor statute thereto.

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“Co-Documentation Agents” means, collectively, Barclays Bank PLC, Citizens Bank, N.A., PNC Bank, National Association, U.S. Bank National Association, Bank Hapoalim B.M., Regions Bank, and Truist Bank (successor by merger to SunTrust Bank), in their capacity as co-documentation agents hereunder.

“Collateral” means all properties, rights, interests, and privileges from time to time subject to the Liens granted to the Administrative Agent, or any security trustee therefor, by the Collateral Documents, but excluding any Non-Collateral Assets.

“Collateral Account” is defined in Section 4.5(a).

“Collateral Documents” means the Deeds of Trust, the Security Agreement, and all other, security agreements, pledge agreements, control agreements, assignments, financing statements and other documents pursuant to which Liens are granted to the Administrative Agent by the Borrowers and the Guarantors or such Liens are perfected, and as shall from time to time secure or relate to the Obligations, the Hedging Liability, and the Bank Product Liability, or any part thereof, but not including any Hedge Agreements or agreements governing Bank Product Liabilities.

“Commercial Operation Date” means the date on which a Material Project is substantially complete and commercially operable.

“Commitments” means, collectively, the Canadian Revolving Credit Commitment and the U.S. Revolving Credit Commitment.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C § 1 et seq.).

“Common Units” means the common units and subordinated units representing limited partnership interests in the MLP.

“Communications” is defined in Section 10.8(d)(ii).

“Conforming Changes” means, with respect to the use, administration of, or any conventions associated with the Tranche Rate or any proposed Successor Rate, as applicable, any changes to the terms of this Agreement related to the timing, frequency, and methodology of determining rates and making payments of interest, including changes to the definition of Business Day, lookback periods or observation shift, prepayments, and borrowing, conversion, or continuation notices, and other technical, administrative, or operational matters, as may be appropriate, in the reasonable discretion of the Administrative Agent (in consultation with the Borrowers), to reflect the adoption and implementation of such applicable rate and to permit the administration thereof by the Administrative Agent in an operationally feasible manner and, to the extent feasible, consistent with market practice.

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

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“Consent Agreements” means, collectively, those certain Consent and Agreements from MLP, Lion Oil, Lion Oil Trading & Transportation, LLC, Holdings, Delek Refining, the General Partner, Delek Logistics Services, Alon USA Partners, LP, Alon USA GP II, LLC, Alon USA Delaware, LLC, Alon USA Refining, LLC, Alon USA, LP, and Alon Paramount Holdings, Inc., as applicable.

“Consent Decree” means certain Consent Decree entered by the United States District Court for the Southern District of Texas (the “Court”) on September 21, 2010, as matter of United States v. Plains All American Pipeline L.P.; Plains Pipeline, L.P.; Plains Marketing GP Inc., and Plains Marketing, L.P. (collectively, the “Defendants”), as amended by that certain First Amendment to the Consent Decree entered by the Court on January 19, 2012 as a matter of United States v. the Defendants and Delek Crude.

“Consolidated Cash on Hand” means, as of any date of determination, the aggregate amount of all cash and Cash Equivalents on the consolidated balance sheet of the MLP and its Subsidiaries, which is not “restricted” for purposes of GAAP; provided, however, that the aggregate amount of Consolidated Cash on Hand shall not (i) include any cash or Cash Equivalents that are subject to a Lien (other than any Lien in favor of the Administrative Agent or a Lien permitted under Section 6.12(f)) or (ii) include any cash or Cash Equivalents that are restricted by contract, law or material adverse tax consequences from being applied to repay any Total Funded Debt of the Consolidated Group. [Added per First Amendment]

“Consolidated Group” means the MLP and its Subsidiaries; provided, that, if at any time or during any period in which, in accordance with GAAP, any Permitted Joint Venture is required to be consolidated with the MLP and its Subsidiaries, then “Consolidated Group” shall include each such Consolidating Joint Venture solely with respect to the following defined terms (and the component definitions within such defined terms) and the following Sections: Applicable Margin, EBITDA, Interest Expense, Net Income, Senior Leverage Ratio, Temporary Increase Period, Total Funded Debt, Total Leverage Ratio, Section 1.3, Sections 6.1(a), (b), and (c), and Section 6.20; provided, however that, notwithstanding anything in the foregoing to the contrary, in no event shall any such consolidation of a Consolidating Joint Venture (i) cause such Total Funded Debt, at the time of determination thereof, to be different than the sum of (a) the amount at such time the Total Funded Debt would otherwise be for the Consolidated Group absent the consolidation of such Consolidating Joint Venture plus (b) the Indebtedness at such time of such Consolidating Joint Venture, if, and only to the extent, such Indebtedness is also a Contingent Obligation of the MLP or any of its Subsidiaries, or (ii) cause the EBITDA for the applicable period to be different from the sum of (a) the amount for such period the EBITDA would otherwise be for the Consolidated Group absent the consolidation of such Consolidating Joint Venture plus (b) the amount equal to the EBITDA of such Consolidating Joint Venture for such period in an amount proportionate to the Borrowers’ pro rata equity ownership of such Consolidating Joint Venture, plus, without duplication of any amounts included under the foregoing clause (ii)(b), (c) any Material Project EBITDA Adjustment for such Consolidating Joint Venture for which there is a Material Project EBITDA Adjustment; provided that, notwithstanding anything herein to the contrary, if the Permian Joint Venture is a Consolidating Joint Venture, the amount of EBITDA added with respect to it shall be determined according to

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the second paragraph in the definition of EBITDA and any other impact of the Permian Joint Venture on EBITDA shall be disregarded.

“Consolidating Joint Venture” means a Permitted Joint Venture required to be consolidated with the MLP and its Subsidiaries in accordance with GAAP.

“Contingent Obligation” means as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, any obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business or entered into in the ordinary course of business in connection with any contractual arrangement, including any acquisition, capital expenditure, investment or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“Contributed Assets” means the assets contributed or otherwise transferred by the applicable Contributing Affiliate to the MLP or any of its Subsidiaries, whether prior to or after the Restatement Effective Date.

“Contributing Affiliates” means Holdings, Lion Oil, Limited Guarantor and any other Affiliate of Holdings that contributes or otherwise transfers assets to the MLP or any of its Subsidiaries, whether prior to or after the Restatement Effective Date.

“Controlled Group” means all members of a controlled group of corporations, limited liability companies, partnerships and all trades or businesses (whether or not incorporated) under common control which, together with any Borrower or any Guarantor, are treated as a single employer under Section 414(b) or (c) of the Code or, solely with respect to Section 412 of the Code or Section 302 of ERISA, under Sections 414 (b), (c), (m) or (o) of the Code.

“Controlled Joint Venture” means each Permitted Joint Venture for which the MLP and its Affiliates own, in the aggregate, fifty percent (50%) or more of the Voting Stock of such Permitted Joint Venture.

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“Co-Syndication Agents” means, collectively, Bank of America, N.A., BBVA CompassPNC Bank, National Association, MUFG Bank Ltd. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.), and Royal Bank of Canada, in their capacity as co-syndication agents hereunder.

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). [Added per First Amendment]

“Credit Event” means the advancing of any Loan, the continuation of or conversion into a EurodollarTranche Rate Loan (but excluding any advance of a Loan made for the purpose of repaying Swing Loans or repaying unpaid Reimbursement Obligations), or the issuance of, or extension of the expiration date or increase in the amount of, any Letter of Credit.

“Crude Oil” means the unrefined mixture of liquid hydrocarbons, of any grade or specific gravity, commonly known as petroleum or oil, fuel energy related commodities, ethanol, biodiesel, and other feedstocks, intermediate products and additives to any of the foregoing.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a 5-day lookback) being established by the Administrative Agent in accordance with the conventions for this rate recommended by the relevant Governmental Authority for determining “Daily Simple SOFR” for syndicated credit facilities; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish in consultation with the Borrowers another convention in its reasonable discretion; provided further, in no event shall Daily Simple SOFR be less than 0.00%. For the avoidance of doubt, (a) in accordance with the terms of this Agreement, Daily Simple SOFR shall only be available to the extent the Borrowers have a Hedge Agreement in effect with respect to all or part of the Obligations or if the Successor Rate is based on Daily Simple SOFR and (b) provisions governing rounding of rates shall not apply to Daily Simple SOFR.

“Damages” means all damages, including punitive damages, liabilities, costs, expenses, losses, judgments, diminutions in value, fines, penalties, demands, claims, cost recovery actions, lawsuits, administrative proceedings, orders, response action, removal and remedial costs, compliance costs, investigation expenses, consultant fees, attorneys’ and paralegals’ fees and litigation expenses.

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

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“Deeds of Trust” means, collectively, each Deed of Trust, Assignment of Rents, Security Agreement, and Fixture Filing, each Leasehold Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, each Mortgage and Security Agreement with Assignment of Rents and each Leasehold Mortgage and Security Agreement with Assignment of Rents between a Borrower or a Guarantor, as applicable, and the Administrative Agent relating to such Borrower’s or such Guarantor’s real property, fixtures and interests in real property owned as of the Restatement Effective Date in the States of Arkansas, Louisiana, Oklahoma, Tennessee, and Texas any other mortgages or deeds of trust delivered to the Administrative Agent pursuant to Section 4.2.

“Default” means any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute an Event of Default.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. [Added per First Amendment]

“Defaulting Lender” means, subject to Section 8.7(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such good faith Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Administrative Agent in its capacity as the maker of Swing Loans or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Loans) within two Business Days of the date when due, (b) has notified the Borrowers, the Administrative Agent, the L/C Issuer or the Administrative Agent in its capacity as the maker of Swing Loans in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within two Business Days after written request by the Administrative Agent or the Borrowers, to confirm in writing to the Administrative Agent and the Borrowers that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrowers), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action”; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result

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in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 8.7(b)) upon delivery of written notice of such determination to the Borrowers, the L/C Issuers, the Administrative Agent in its capacity as the maker of Swing Loans and each Lender.

“Delek Big Sandy” is defined in the introductory paragraph of this Agreement.

“Delek Crude” is defined in the introductory paragraph of this Agreement.

“Delek Finance” is defined in the introductory paragraph of this Agreement

“Delek Logistics Services” means Delek Logistics Services Company, a Delaware corporation.

“Delek Marketing” is defined in the introductory paragraph of this Agreement.

“Delek Marketing GP” is defined in the introductory paragraph of this Agreement.

“Delek Operating” is defined in the introductory paragraph of this Agreement.

“Delek Refining” means Delek Refining, Ltd., a Texas limited partnership.

“Designated Agreements” means, collectively, the Wells Fargo Intercreditor Agreement, the J. Aron Acknowledgement Agreement, and the Consent Agreements.

“Designated Canadian Equity Issuances” means any issuances otherwise permitted hereunder of new equity securities of the MLP, for which all or any portion of the consideration for such issuance is designated to be used for the purpose of financing investments, loans or advances made by the Borrowers (and any of their Subsidiaries that are not Excluded Subsidiaries) in and to Excluded Subsidiaries; provided that, such designation is reasonably acceptable to the Administrative Agent.

“Disposition” means the sale, lease, conveyance or other disposition of Property, other than sales or other dispositions expressly permitted under Sections 6.13(a), 6.13(b), 6.13(c), 6.13(d), 6.13(e), 6.13(f), 6.13(g) or 6.13(h).

“Disproportionate Advance” is defined in Section 2.4(e).

“Division” means a division of the assets, liabilities and/or obligations of a Person among two or more surviving Persons, pursuant to a plan of division or similar arrangement

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under Delaware law (or any comparable event under a different jurisdiction’s laws). [Added per First Amendment]

“DKL Big Spring” is defined in the introductory paragraph of this Agreement.

“DKL Caddo” is defined in the introductory paragraph of this Agreement.

“DKL Rio” is defined in the introductory paragraph of this Agreement.

“DKL Transportation” is defined in the introductory paragraph of this Agreement.

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

“EBITDA” means, with reference to any period, Net Income for such period plus (x) the sum of all amounts deducted in arriving at such Net Income amount in respect of (a) Interest Expense for such period, (b) federal, state, and local income taxes for such period, (c) depreciation of fixed assets and amortization of intangible assets for such period, (d) non-cash equity-based compensation for employees, officers and directors of the MLP and its Affiliates, including equity-based compensation recognized pursuant to SFAS 123, and (e) non-cash extraordinary charges for such period incurred by the MLP or its Subsidiaries to comply with GAAP, and minus (y) the sum of all amounts added in arriving at such Net Income in respect of any non-cash extraordinary credits for such period established by the Borrowers to comply with GAAP; provided that EBITDA shall be calculated on a pro forma basis, without duplication, and in a manner reasonably acceptable to the Administrative Agent, to give effect to any Permitted Acquisition and any Material Disposition consummated at any time after the Restatement Effective Date and on or after the first day of a test period under Section 6.20 as if such Permitted Acquisition or Material Disposition had occurred on the first day of such test period, with such cash and non-cash adjustments that are approved by the Administrative Agent. As used herein, a “Material Disposition” means a sale, lease, conveyance or other disposition of Property by the MLP or any of its Subsidiaries for which the EBITDA attributable to such Property (as determined in good faith by the Borrowers’ Agent and consented to by the Administrative Agent) for the immediately prior 12-month period prior to such disposition was equal to or greater than U.S. $1,000,000.

Furthermore, if the Permian Acquisition is consummated as permitted hereby, EBITDA may be increased at the Borrowers’ option by an amount equal to the actual cash dividends or other distributions received by the MLP or its Subsidiaries from the Permian Joint Venture during such period, provided that, at the Borrowers’ option and with written approval of the Administrative Agent, a quarterly amount calculated as an increase to EBITDA attributable to the applicable Borrower’s or Guarantor’s percentage of ownership in the Permian Joint Venture (or such other percentage applicable to cash distributions that such Borrower or Guarantor would be entitled to receive under the Organization Documents of the Permian Joint Venture at such time if the Permian Joint Venture were to make a cash distribution to its equity holders at such time, regardless of whether such distribution would be actually permitted under such Organization Documents) may be added to EBITDA for each of the four consecutive fiscal quarters immediately prior to such consummation date (such amount for each of the immediately

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prior four fiscal quarters to be determined based upon actual revenues realized as a result of operations of the Permian Joint Venture and actual expenses incurred from such operations, adjusted on a pro forma basis to account for expenses or gains and other reductions or increases to income reasonably expected to be incurred by the Permian Joint Venture during the first 365 day period following the date of the Permian Acquisition) (the total amount by which EBITDA increases during any period either pursuant this proviso or as a result of actual cash received from the Permian Joint Venture shall be referred to herein as the “First Permian Adjustment Amount”); provided further that, in the event that the Permian Joint Venture undertakes the Permian Expansion, in addition to the First Permian Adjustment Amount, at the Borrowers’ option and with written approval of the Administrative Agent, a Permian Expansion Adjustment Amount may be added to EBITDA for the applicable period; provided however that, in no event shall any adjustment to EBITDA pursuant to this paragraph exceed $175,000,000 in the aggregate during any four quarter period.

Furthermore, in the event that any Borrower or any Permitted Joint Venture (excluding the Permian Joint Venture) undertakes a Material Project, a Material Project EBITDA Adjustment may be added to EBITDA at the Borrowers’ option in amount approved by the Administrative Agent. As used herein, a “Material Project EBITDA Adjustment” means, with respect to each Material Project:

(I) prior to the Commercial Operation Date of a Material Project that is a Capital Project (and excluding the fiscal quarter in which such Commercial Operation Date occurs), an amount calculated as a percentage (based upon the then-current completion percentage of such Material Project) of the projected EBITDA attributable to such Material Project for the first 365-day period following the Scheduled Commercial Operation Date of such Material Project (such amount to be determined based on customer contracts or tariff-based customers relating to such Material Project, the creditworthiness of the other parties to such contracts or such tariff-based customers, projected revenues from such contracts and tariffs, capital costs and expenses relating to such Material Project, the Scheduled Commercial Operation Date for such Material Project, and other factors reasonably deemed appropriate by the Administrative Agent), which amount may, at the Borrower’s option subject to the approval of the Administrative Agent, be added to actual EBITDA for the fiscal quarter in which construction of such Material Project commences and for each fiscal quarter thereafter until the Commercial Operation Date of such Material Project (excluding the fiscal quarter in which such Commercial Operation Date occurs); provided that if the actual Commercial Operation Date does not occur by the Scheduled Commercial Operation Date, then the foregoing amount shall be reduced, for quarters ending after the Scheduled Commercial Operation Date to (but excluding) the fiscal quarter in which the actual Commercial Operation Date occurs, by the following percentage amounts depending on the period of delay (based on the period of actual delay or then-estimated delay (if available), whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days but not more than 180 days, 25%, (iii) longer than 180 days but not more than 270 days, 50%, and (iv) longer than 270 days, 100% (the amount under this clause (I) solely attributable to Material Joint Venture Projects, the “Pro Forma Material Project EBITDA Adjustment”);

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(II) beginning with the fiscal quarter in which the Commercial Operation Date of a Material Project that is a Capital Project occurs and for the three (3) immediately succeeding fiscal quarters, an amount calculated as the projected EBITDA of the Borrower attributable to such Material Project (determined in the same manner as set forth in clause (I) above) for the 365-day period following such Commercial Operation Date, expressed as a daily amount and multiplied by the number of days not yet elapsed in such 365-day period following the Commercial Operation Date, which amount may, at Borrower’s option subject to the approval of the Administrative Agent, be added to actual EBITDA for such fiscal quarters; and

(III) with respect to each Existing Operating Asset Project, at the Borrower’s option and subject to the approval of the Administrative Agent, for the fiscal quarter in which the respective Permitted Joint Venture commences operations of the applicable Existing Operating Asset Project and for the three (3) immediately succeeding fiscal quarters thereafter, an amount calculated as the EBITDA attributable to such Existing Operating Asset Project for each of the four consecutive fiscal quarters immediately prior to such commencement date (determined based upon (i) actual revenues realized as a result of operations of the relevant Existing Operating Asset during each of such four fiscal quarters and actual expenses incurred from such operations during the same four fiscal quarters or (ii) to the extent such actual revenues and expenses are unavailable, historical revenues and expenses reasonably attributable to such Existing Operating Asset for each of such four fiscal quarters, with such determinations pursuant to the foregoing clauses (i) or (ii) in all instances (x) adjusted on a pro forma basis to account for expenses or gains and other reductions or increases to income reasonably expected to be incurred by such Permitted Joint Venture during the first 365 day period following the date such Permitted Joint Venture commences operations of such Existing Operating Asset Project and (y) including the pro forma adjustments to EBITDA pursuant to the foregoing clause (x)) (such amounts for each such quarter, the “Attributed EBITDA”); provided that, to the extent that such Permitted Joint Venture has made actual cash distributions to the MLP or its Subsidiaries, such Attributed EBITDA will be reduced by that amount relating to the period for such Attributed EBITDA that corresponds with the period for which the MLP or its Subsidiaries have received such actual cash distributions.

Notwithstanding the foregoing: (A) no Material Project EBITDA Adjustment shall be allowed with respect to any Material Project unless: (y) the Borrowers shall have satisfied the requirements of Section 6.1(d) with respect thereto, and (z) the Administrative Agent shall have approved such adjustment; (B) the aggregate amount of all Material Project EBITDA Adjustments relating to Material Projects during any period shall be limited to 25% of the total actual EBITDA of the Consolidated Group for such period (which total actual EBITDA shall be determined without including any Material Project EBITDA Adjustments relating to Material Projects); provided that, the aggregate amount of all Material Project EBITDA Adjustments relating to Material Joint Venture Projects during any period shall be limited to 20% of the total actual EBITDA of the Consolidated Group for such period (which total actual EBITDA shall be determined without including any Material Project EBITDA Adjustments relating to Material Joint Venture Projects); and (C) a Material Project EBITDA Adjustment shall be allowed for any Material Joint Venture Project of a Consolidating Joint Venture in an amount proportionate to

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the Borrowers’ pro rata equity ownership of such Consolidating Joint Venture, and (D) a Material Project EBITDA Adjustment shall be allowed for any Material Joint Venture Project of a Non-Consolidating Joint Venture in an amount proportionate to the Borrowers’ pro rata equity ownership of, and reasonably expected cash distributions from, such Non-Consolidating Joint Venture.

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

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

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“El Dorado” is defined in the introductory paragraph of this Agreement.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.9(b)(iii), 10.9(b)(v) and 10.9(b)(vi) (subject to such consents, if any, as may be required under Section 10.9(b)(iii)).

“Energy Policy Act” means the Energy Policy Act of 1992, Pub. L. No. 102-486, 106 Stat. 2776.

“Environmental Claim” means any investigation, notice of violation, demand, written allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising (a) pursuant to, or in connection with an actual violation of, any Environmental Law or a written allegation of a violation of any Environmental Law by a Governmental Authority, (b) in connection with any Hazardous Material, (c) from any actual or threatened abatement, removal, remedial, corrective or response action in connection with the Release of Hazardous Material, Environmental Law or order of a Governmental Authority under Environmental Law or (d) from any actual or alleged damage, injury, threat or harm to human health, or safety as it relates to exposure to Hazardous Materials, natural resources or the environment.

“Environmental Law” means any current or future Legal Requirement pertaining to (a) the protection of the environment, including CERCLA, or health and safety as it relates to exposure to Hazardous Materials, (b) the protection of natural resources and wildlife, (c) the protection of surface water or groundwater quality, (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation or handling of, or exposure to, any

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Hazardous Material or (e) any Release of Hazardous Materials to air, land, surface water or groundwater, and any amendment, rule, regulation, order or directive issued thereunder.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required any Environmental Law.

“EPA” means the United States Environmental Protection Agency.

“ERISA” means the Employee Retirement Income Security Act of 1974.

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

“Eurodollar Loan” means a Loan in U.S. Dollars bearing interest at the rate specified in Section 2.3(c).

“Event of Default” means any event or condition identified as such in Section 7.1.

“Event of Loss” means, with respect to any Property, any of the following: (a) any loss, destruction or damage of such Property, ordinary wear and tear excepted, or (b) any condemnation, seizure, or taking, by exercise of the power of eminent domain or otherwise, of such Property, or confiscation of such Property or the requisition of the use of such Property.

“Excess Interest” is defined in Section 10.16.

“Excluded Subsidiaries” means all Foreign Subsidiaries of the Borrowers, except each Foreign Subsidiary of any Borrower that the Borrowers’ Agent expressly designates in a non-revocable writing to the Administrative Agent as not constituting an Excluded Subsidiary.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to Section 11.10 and any and all guarantees of such Guarantor’s Swap Obligations by other Guarantors) at the time the Guaranty of such Guarantor or the grant of such security interest becomes effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), overall gross revenues or

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receipts, franchise and excise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of any Recipient, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment (or otherwise pursuant to any Loan Document) pursuant to a law in effect on the date on which (i) such Recipient acquires such interest in the Loan or Commitment or becomes a party to this Agreement (other than pursuant to an assignment request by the Borrowers under Section 10.2(b) or (ii) such Recipient changes its lending office, except in each case to the extent that, pursuant to Section 10.1, amounts with respect to such Taxes were payable either to such Recipient’s assignor immediately before such Recipient became a party hereto or to such Recipient immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 10.1(g), and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Leased Terminal Leases” means those leases set forth at Schedule 1.1(a).

“Existing Leased Terminals” means the Leased Terminals leased by a Borrower pursuant to the Existing Leased Terminal Leases.

“Existing Operating Assets” means any existing assets used or to be used in the operation of the Business that (a) are owned by the MLP or any of its Subsidiaries or (b) will be owned by the MLP or any of its Subsidiaries or a Permitted Joint Venture pursuant to an Existing Operating Asset or Equity Purchase.

“Existing Operating Asset Contribution” means the contribution of (a) Existing Operating Assets by the MLP or any of its Subsidiaries to a Permitted Joint Venture and (b) any cash and/or cash equivalents by the MLP or any of its Subsidiaries to such Permitted Joint Venture in addition to such Existing Operating Assets or for financing the purchase of Existing Operating Assets pursuant to an Existing Operating Asset or Equity Purchase.

“Existing Operating Asset or Equity Purchase” means a purchase made by (i) a Permitted Joint Venture of Existing Operating Assets or of Ownership Interests in an existing legal entity or organization which owns Existing Operating Assets, or (ii) the MLP or any of its Subsidiaries of Ownership Interests in an existing legal entity or organization, including a Permitted Joint Venture, which owns Existing Operating Assets.

“Existing Operating Asset Project” means either (i) an Existing Operating Asset Contribution and/or (ii) an Existing Operating Asset or Equity Purchase.

“Existing Terminals” means the ten (10) Refined Products terminals and/or storage facilities owned by a Borrower as of the Restatement Effective Date primarily for Refined Products located in (i) Abilene, Texas; (ii) San Angelo, Texas; (iii) Tye, Texas; (iv) Big Sandy, Texas; (v) Memphis, Tennessee, (vi) Nashville, Tennessee, (vii) El Dorado, Arkansas, (viii) Tyler, Texas, (ix) Mount Pleasant, Texas, and (x) North Little Rock, Arkansas.

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

“Federal Funds Rate” means for any day, the weighted average (rounded upwards, if necessary, to the next higher 1/100 of 1%) of the rates per annum on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on such day (or, if such day is not a Business Day, on the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“FERC” means the Federal Energy Regulatory Commission or any of its successors.

“FERC Jurisdictional Requirement” means, with respect to Properties that are part of the Pipeline and Transportation Systems for which the Borrowers and their Affiliates have requested a waiver of the Interstate Commerce Act tariff filing and reporting requirements, any order or other requirement by the FERC, imposed at any time after the Restatement Effective Date, that requires any Borrower or any Subsidiary to take any action with respect to or as a result of a finding, that all or a portion of such Properties are subject to FERC requirements, including any requirement for the filing of reports and/or tariffs at the FERC with respect to such Properties, or any other FERC order or requirement that any Borrower or any Subsidiary comply with the regulations of the FERC with respect to such Properties.

“First Permian Adjustment Amount” is defined in the definition of “EBITDA” in this Section 1.1.

“Floor” has the meaning given to such term in the definition of “Tranche Rate”.

“Foreign Joint Venture” means each Permitted Joint Venture that (a) is organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia, (b) conducts substantially all of its business outside of the United States of America, and (c) has substantially all of its assets outside of the United States of America.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Foreign Subsidiary” means each Subsidiary that (a) is organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia, (b) conducts substantially all of its business outside of the United States of America, and (c) has substantially all of its assets outside of the United States of America.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Percentage of the outstanding L/C Obligations with

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respect to Letters of Credit issued by such L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with Section 4.5, and (b) with respect to the Administrative Agent, such Defaulting Lender’s Percentage of outstanding Swing Loans other than Swing Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with Section 4.5.

“Funding Date” is defined in Section 2.1(c).

“GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination.

“General Partner” means Delek Logistics GP, LLC, a Delaware limited liability company (including any permitted successors and assigns under the MLP Partnership Agreement and this Agreement).

“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 (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantor” and “Guarantors” each is defined in Section 4.3.

“Guaranty” and “Guaranties” each is defined in Section 4.3.

“Hazardous Material” means any (a) asbestos, polychlorinated biphenyls and Hydrocarbons and (b) any substance, waste or material classified or regulated as “hazardous”, “toxic”, “contaminant” or “pollutant” or words of like import pursuant to an applicable Environmental Law.

“Hedge Agreement” means any (a) 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; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of any Borrower or any Subsidiary shall be a Hedge Agreement or (b) any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other similar master agreement.

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“Hedging Liability” means the liability (after taking into account the effect of any legally enforceable netting agreements related thereto and not including Excluded Swap Obligations) of any Borrower or any Guarantor to any of the Lenders, or any Affiliates of such Lenders, in respect of any Hedge Agreement as such Borrower or such Guarantor, as the case may be, may from time to time enter into with any one or more of the Lenders party to this Agreement or their Affiliates, equal to (a) for any such date on or after the date such Hedge Agreement has been closed out and termination value determined in accordance therewith, such termination value, and (b) for any date before the date referenced in clause (a), the amount determined as the mark-to market value for such Hedge Agreement; provided, however, that, with respect to any Guarantor, Hedging Liability guaranteed by such Guarantor shall exclude all Excluded Swap Obligations.

“Holdings” means Delek US Holdings, Inc., a Delaware corporation, formerly known as Delek Holdco, Inc.; provided, however, that in (a) the definition of “Consent Agreements” in Section 1.1, (b) the definition of “MLP Partnership Agreement” in Section 1.1 and (c) Section 3.2(u), “Holdings” shall mean Delek US Energy, Inc., a Delaware corporation, formerly known as Delek US Holdings, Inc.; and provided further, however, that the references to “Holdings” in the Schedule 5.24 (Material Agreements) and Schedule 6.12 (Liens) shall mean and refer to (i) Delek US Holdings, Inc., a Delaware corporation, formerly known as Delek Holdco, Inc. or (ii) Delek US Energy, Inc., a Delaware corporation, formerly known as Delek US Holdings, Inc., as applicable.

“Hostile Acquisition” means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of such Person or by similar action if such Person is not a corporation, and, if such acquisition has been so approved, as to which such approval has not been withdrawn.

“Hydrocarbons” means oil, gas, coal seam gas, casinghead gas, drip gasoline, natural gasoline, petroleum condensate, petroleum distillate, and all other liquid and gaseous hydrocarbons produced or to be produced in conjunction therewith from a well bore and all products, by-products, and other substances derived therefrom or the processing thereof, and all other minerals and substances produced in conjunction and contaminated with such substances, including sulfur, geothermal steam, water, carbon dioxide, helium, and any and all minerals, ores, or substances of value and the products and proceeds therefrom.

“IDR Transaction” means the exchange by the General Partner of (i) its 2.0% economic general partner interest in the MLP and (ii) all of the incentive distribution rights in the MLP for (x) a non-economic general partner interest in the MLP, (y) newly issued limited partner interests in the MLP and (z) cash in amount not to exceed $45,000,000, which, in the case of both clauses (y) and (z) may be distributed in whole or in part directly to the General Partner or indirectly to one or more of the General Partner’s direct or indirect interest owners. [Added per First Amendment]

“Indebtedness” means for any Person (without duplication) (a) all indebtedness of such Person for borrowed money, whether current or funded, or secured or unsecured, (b) all

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indebtedness of such Person for the deferred purchase price of Property or services, (c) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of a default are limited to repossession or sale of such Property), (d) all indebtedness of such Person secured by a purchase money mortgage or other Lien to secure all or part of the purchase price of Property subject to such mortgage or Lien, (e) all Capital Lease Obligations of such Person, (f) any existing reimbursement, payment or similar obligations of such Person in respect of banker’s acceptances, letters of credit and other extensions of credit whether or not representing obligations for borrowed money, (g) all net obligations of such Person under any Hedge Agreement, (h) any indebtedness, whether or not assumed, secured by Liens on Property acquired by such Person at the time of acquisition thereof, (i) all obligations under any so-called “synthetic lease” transaction entered into by such Person, (j) all obligations under any so-called “asset securitization” transaction entered into by such Person, and (k) all Contingent Obligations of such Person, it being understood that the term “Indebtedness” shall not include trade payables arising in the ordinary course of business or Contingent Obligations with respect to such trade payables.

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

“Indemnitee” is defined in Section 10.12(b).

“Interest Expense” means, with reference to any period, the sum of all interest charges (including imputed interest charges with respect to Capitalized Lease Obligations and all amortization of debt discount and expense) of the MLP for such period determined on a consolidated basis in accordance with GAAP; provided that, there shall be excluded from Interest Expense such interest charges of any Person (other than a Subsidiary) in which the Consolidated Group has an Ownership Interest, except with respect to Consolidating Joint Ventures to the extent of such interest charges relate to Indebtedness of such Permitted Joint Venture if, and only to the extent, such Indebtedness is also a Contingent Obligation of the MLP or any of its Subsidiaries.

“Interest Period” means, (a) for each EurodollarTranche Rate Loan or Canadian CDOR Loan comprising part of the same Borrowing, the period commencing on the date such EurodollarTranche Rate Loan or Canadian CDOR Loan is disbursed or converted to, or continued as, a EurodollarTranche Rate Loan or Canadian CDOR Loan, as applicable, and ending on the numerically corresponding date one, two or three months, as applicable, thereafter as the Borrowers’ Agent may select in its Notice of Borrowing or Notice of Continuation/Conversion, and (b) in the case of a Swing Loan, on the date 1 to 7 days thereafter as mutually agreed to by the applicable Borrower and the Swing Line Lender; provided, however, that:

(i) no Interest Period with respect to any Loan shall extend beyond the Termination Date;

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(ii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(iii) whenever the first day of any Interest Period occurs on the last day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month), such Interest Period shall end on the last Business Day of the appropriate subsequent calendar month.;

(iv) for purposes of determining an Interest Period for a Borrowing of Tranche Rate Loans, a month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month; provided, however, that if there is no numerically corresponding day in the month in which such an Interest Period is to end or if such an Interest Period begins on the last Business Day of a calendar month, then such Interest Period shall end on the last Business Day of the calendar month in which such Interest Period is to end; and

(v) no tenor that has been removed from this definition pursuant to Section 8.3(b) shall be available for election by the Borrowers.

“Interstate Commerce Act” means the body of law commonly known as the Interstate Commerce Act, codified at 49 U.S.C. App. §§ 1 et seq (1988).

“IRS” means the United States Internal Revenue Service.

“J. Aron” means J. Aron & Company, a general partnership organized under the laws of New York.

“J. Aron Acknowledgment Agreement” means that certain Acknowledgement Agreement dated as of November 7, 2012, by and among J. Aron, the MLP, SALA Gathering, El Dorado, Magnolia, Delek Operating, and the Administrative Agent.

“L/C Issuer” and “L/C Issuers” mean and include the Canadian L/C Issuers and the U.S. L/C Issuers.

“L/C Obligations” means, at any time the same is to be determined, the sum of the Canadian L/C Obligations and the U.S. L/C Obligations.

“Leased Terminal Leases” is defined in Section 5.15(c).

“Leased Terminals” means, collectively, (a) the Existing Leased Terminals; and (b) any other terminals, stations, tank farms, storage facilities, wharfage, tankage and loading racks leased by any Borrower or any Subsidiary that are used in the Business.

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“Legal Requirement” means any treaty, convention, statute, law, regulation, ordinance, license, permit, governmental approval, injunction, judgment, order, consent decree or other requirement of any Governmental Authority.

“Lenders” means and includes the Canadian Lenders and the U.S. Lenders.

“Letter of Credit” is defined in Section 2.2(a).

“LIBOR” means, for an Interest Period for a Borrowing of Eurodollar Loans, (a) the LIBOR Index Rate for such Interest Period, if such rate is available, and (b) if the LIBOR Index Rate cannot be determined, the arithmetic average of the rates of interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) at which deposits in U.S. Dollars in immediately available funds are offered to the Administrative Agent at 11:00 a.m. (London, England time) two Business Days before the beginning of such Interest Period by 3 or more major banks in the interbank eurodollar market selected by the Administrative Agent for delivery on the first day of and for a period equal to such Interest Period and in an amount equal or comparable to the principal amount of the Eurodollar Loan scheduled to be made by the Administrative Agent as part of such Borrowing; provided that, in no event shall the LIBOR be less than 0.00%.

“LIBOR Index Rate” means, for an Interest Period for any Borrowing of Eurodollar Loans, the rate per annum (rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) for deposits in U.S. Dollars for a period equal to such Interest Period, which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m. (London, England time) on the day two Business Days before the commencement of such Interest Period.

“Lien” means any lien, mortgage, deed of trust, pledge, assignment as collateral security, security interest, charge or encumbrance in the nature of security in respect of any Property, including the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement, and any option, trust, UCC financing statement or other preferential arrangement having the practical effect of any of the foregoing.

“Limited Guarantor” means Delek Marketing & Supply, LLC, a Delaware limited liability company.

“Limited Guaranty” means that certain limited guaranty agreement dated as of November 7, 2012 and delivered by Limited Guarantor to the Administrative Agent.

“Lion Oil” means Lion Oil Company, an Arkansas corporation.

“Loan” means any Revolving Loan or Swing Loan, whether outstanding as a Base Rate Loan, EurodollarTranche Rate Loan, Canadian Prime Rate Loan or Canadian CDOR Loan, or otherwise as permitted hereunder, each of which is a “type” of Loan hereunder.

“Loan Documents” means this Agreement, the Notes, the Applications, the Collateral Documents, the Limited Guaranty, the Guaranties, and each other agreement, instrument or

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document to be delivered hereunder or thereunder or otherwise in connection therewith. In no event shall any Hedge Agreements or agreements governing Bank Product Liabilities constitute a Loan Document.

“Magnolia” is defined in the introductory paragraph of this Agreement.

“Material Adverse Effect” means a material adverse change in, or material adverse effect upon, (a) the business, Property, or financial condition of the Consolidated Group taken as a whole, (b) the ability of any Borrower or any Guarantor to perform its material obligations under any Loan Document to which such Borrower or such Guarantor is a party or (c) (i) the legality, validity, binding effect or enforceability against any Borrower or any Guarantor of any Loan Document or the rights and remedies of the Administrative Agent and the Lenders thereunder or (ii) the perfection or priority of any Lien granted under any Collateral Document with respect to a material portion of the Collateral, other than with respect to Permitted Liens.

“Material Agreement” means each of (a) the agreements or instruments set forth on Schedule 5.24, (b) any other agreement or instrument entered into on or after the date of this Agreement to which any Borrower or any Subsidiary is a party and which otherwise constitutes a material agreement or material instrument relating to the acquisition of, or establishment of, material assets or material operations (which operations would, or would reasonably be expected to, constitute 10% or more of the contribution margin of the MLP and its Subsidiaries on an ongoing basis after giving effect to such acquisition or establishment) by the MLP and its Subsidiaries, and (c) any other material documents, agreements or instruments related to any of the foregoing (i) to which any Borrower or any Subsidiary is a party, and (ii) which, if terminated or cancelled, could reasonably be expected to have a Material Adverse Effect.

“Material Borrower Project” means a Capital Project of any Borrower, (a) the aggregate capital cost of which (inclusive of any expenditures therefore or in connection therewith made prior to, at or after, the acquisition or commencement thereof) is, or is budgeted to be, equal to or greater than U.S. $7,500,000, and (b) designated to be a Material Project by Borrowers’ Agent by written notice thereof to the Administrative Agent.

“Material Joint Venture Project” means (a) either a (1) a Capital Project of any Permitted Joint Venture for which the Consolidated Group’s share of aggregate capital contribution, in cash or other assets, therefor (inclusive of any expenditures therefor or in connection therewith made prior to, at or after the acquisition or commencement thereof) is, or is budgeted to be, equal to or greater than U.S. $20,000,000 or (2) an Existing Operating Asset Project of a Permitted Joint Venture for which the Consolidated Group’s share of the aggregate capital contribution, in cash or other assets, therefor (inclusive of the market value of any non-cash assets contributed in connection therewith) is equal to or greater than U.S. $20,000,000 and (b) which Capital Project or Existing Operating Asset Project, as applicable, is designated to be a Material Project by the Borrowers’ Agent by written notice thereof to the Administrative Agent.

“Material Project” means each Material Borrower Project and each Material Joint Venture Project; provided that, notwithstanding anything herein to the contrary, neither the

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Permian Joint Venture nor any Capital Projects thereof, including the Permian Expansion, shall be a Material Project.

“Material Project Designation Date” means, with respect to each Material Project, fifteen (15) days (or such shorter time period as may be agreed to by the Administrative Agent) following the Administrative Agent’s receipt of a Material Project Designation Notice.

“Material Project Designation Notice” means, with respect to each Material Project, the written notice from the Borrowers’ Agent to the Administrative Agent that the Borrowers’ Agent has designated a Capital Project or an Existing Operating Asset Project that otherwise qualifies as a Material Borrower Project or a Material Joint Venture Project, as applicable, to be such a Material Project.

“Material Project EBITDA Adjustment” is defined in the definition of “EBITDA” in this Section 1.1.

“MLP” is defined in the introductory paragraph of this Agreement.

“MLP Partnership Agreement” means that First Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP, dated as of November 7, 2012, between the General Partner, Holdings and the other parties thereto, as amended by that certain Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP dated as of January 27, 2018.

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

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which a member of the Controlled Group (including each Borrower) is making or accruing an obligation to make contributions or has within the preceding five plan years made contributions or under which a member of the Controlled Group (including each Borrower) is reasonably expected to incur liability.

“Net Cash Proceeds” means, as applicable, (a) with respect to any Disposition by a Person, cash and cash equivalent proceeds received by or for such Person’s account, net of (i) reasonable direct costs relating to such Disposition and (ii) sale, use or other transactional taxes paid or payable by such Person as a direct result of such Disposition, (b) with respect to any Event of Loss of a Person, cash and cash equivalent proceeds received by or for such Person’s account (whether as a result of payments made under any applicable insurance policy therefor or in connection with condemnation proceedings or otherwise), net of reasonable direct costs incurred in connection with the collection of such proceeds, awards or other payments, and (c) with respect to any offering of equity securities of a Person or the issuance of any Indebtedness by a Person, cash and cash equivalent proceeds received by or for such Person’s account, net of reasonable legal, underwriting, and other fees and expenses incurred as a direct result thereof.

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“Net Income” means, with reference to the applicable period, the net income (or net loss) of the MLP for such period computed on a consolidated basis in accordance with GAAP; provided that, there shall be excluded from Net Income (a) the net income (or net loss) of any Person accrued prior to the date it becomes a Subsidiary of, or has merged into or consolidated with, the Consolidated Group, except to the extent that a Borrower has delivered the financial statements of the Acquired Business for such period, which financial statements shall have been reviewed or audited by an independent accounting firm reasonably satisfactory to the Administrative Agent, and the Administrative Agent agrees to the inclusion of such net income (or net loss) of such Person, (b) the net income (or net loss) of any Person (other than a Subsidiary) in which the Consolidated Group has an Ownership Interest in, except (i) with respect to Non-Consolidating Joint Ventures, the amount of dividends or other distributions actually paid to the Consolidated Group during such period and (ii) with respect to Consolidating Joint Ventures, only in an amount proportionate to the Borrowers’ pro rata equity ownership of such Permitted Joint Venture and (c) notwithstanding the foregoing clause (b), the net income (or net loss) of the Permian Joint Venture.

“Non-Collateral Assets” means (i) any contract, license, permit, franchise, certificate, authorization, agreement or other document held by any Borrower or any Subsidiary or to which any Borrower or any Subsidiary is a party, in any case to the extent (but only to the extent) that such Borrower or such Subsidiary is prohibited from granting a security interest in, pledge of, or charge, mortgage or Lien upon any such property by reason of (A) an existing and enforceable negative pledge or anti-assignment provision or (B) any requirement of a Governmental Authority to which such Borrower or such Subsidiary or its property is subject; provided, however, that (w) no Material Agreement shall constitute a “Non-Collateral Asset”, (x) no accounts or receivables arising under any such contract, license, permit, franchise, certificate, authorization, agreement or other document or any payments due or to become due thereunder shall constitute “Non-Collateral Assets”, (y) any such contract, license, permit, franchise, certificate, authorization, agreement or other document shall constitute a “Non-Collateral Asset” if such prohibition therein was created, incurred, or otherwise agreed to solely in contemplation of this Agreement with the intent to make such contact, license, permit, franchise, certificate, authorization, agreement or other document a “Non-Collateral Asset”, and (z) any such contract, license, permit, franchise, certificate, authorization, agreement or other document shall automatically cease to be “Non-Collateral Assets” (and shall automatically be subject to the Liens granted under the Collateral Documents, to the extent that (1) either of the prohibitions expressed in clauses (A) and (B) above is ineffective or subsequently rendered ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or is otherwise no longer in effect, or (2) such Borrower or such Subsidiary, as applicable, has obtained the consent of the other parties thereto to grant a security interest in such contract, license, permit, franchise, certificate, authorization, agreement or other document; (ii) any property of any Borrower or any Subsidiary that is now or hereafter subject to a Lien securing Indebtedness to the extent (and only to the extent) that (A) such Indebtedness is permitted by Section 6.11(d) and such Lien is permitted by Section 6.12(e), and (B) the documents evidencing such Indebtedness prohibit the granting of a Lien in the property securing such Indebtedness; (iii) any deposit account used solely for payroll, employee benefits, withholding tax or escrow purposes; (iv) all personal property, fixtures and real estate of any Excluded Subsidiary and any Permitted Joint Venture; (v) Ownership Interests of Excluded Subsidiaries and Foreign Joint Ventures, other than 65% of the Ownership Interests

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issued by Excluded Subsidiaries and by Foreign Joint Ventures directly owed by any Borrower or any Guarantor; (vi) fee-owned real property and real property subject to a ground lease in favor of a Borrower, each as set forth on Schedule 1.1(b); and (vii) other fee-owned or leasehold real property (a) having an aggregate value of less than U.S. $9,000,000 (as determined in a manner acceptable to the Administrative Agent) and (b) the failure of the applicable Borrower or Guarantor to have title to which could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; provided, however, that after the occurrence and during the continuation of an Event of Default, upon written notice to Borrowers’ Agent from the Administrative Agent, such real property described in subsections (vi) and (vii) of this definition shall cease to be “Non-Collateral Assets” and shall be subject to the requirements of Section 4.2.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all affected Lenders or all Lenders, in each instance in accordance with the terms of Section 10.10, and (b) has been approved by the Required Lenders.

“Non-Consolidating Joint Venture” means a Permitted Joint Venture not required to be consolidated with the MLP and its Subsidiaries in accordance with GAAP.

“Non-Controlled Joint Venture” means each Permitted Joint Venture for which the MLP and its Affiliates own, in the aggregate, less than fifty percent (50%) of the Voting Stock of such Permitted Joint Venture.

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

“Non-Recourse Obligations” means Indebtedness and other obligations of any type as to which (a) neither any Borrower nor any Guarantor (i) is obligated to provide credit support in any form or (ii) is directly or indirectly liable, including by way of any Contingent Obligations, and (b) no default with respect to which would permit (upon notice, lapse of time or both) any holder of any Indebtedness of any Borrower or any Guarantor to declare a default on such Indebtedness prior to its stated maturity or cause any such obligation to become payable.

“Note” and “Notes” mean and include the U.S. Revolving Notes, the Canadian Revolving Notes, the U.S. Swing Note, and the Canadian Swing Note.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means all obligations of each Borrower to pay principal and interest on the Loans (including any interest that accrues after the commencement of an insolvency proceeding regardless of whether allowed or allowable in whole or in part as a claim in such insolvency proceeding), all Reimbursement Obligations owing under the Applications, all fees and charges payable hereunder, and all other payment obligations of the Borrowers, Limited Guarantor or any Guarantor arising under or in relation to any Loan Document, in each case whether now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, including all interest costs, fees and charges after

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commencement of any insolvency proceeding regardless of whether allowed or allowable in whole or in part as a claim in such insolvency proceeding.

“OFAC” means the United States Department of Treasury Office of Foreign Assets Control.

“Organization Documents” means, (a) for any corporation, the certificate or articles of incorporation, the bylaws, or code of regulations, or other similar document and any certificate of designations or instrument relating to the rights of shareholders of such corporation, (b) for any partnership, the partnership agreement or other similar agreement and, if applicable, certificate of limited partnership, (c) for any limited liability company, the operating agreement, limited liability company agreement, or other similar agreement, and articles or certificate of formation of such limited liability company, and (d) with respect to any joint venture, trust or other form of business entity, the joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Original Dollar Amount” means, in relation to any Loan made in Canadian Dollars, the U.S. Dollar Equivalent of such Loan on the day it is advanced, and in relation to any Canadian Letter of Credit denominated in Canadian Dollars, the U.S. Dollar Equivalent on such day that such Letter of Credit is issued, increased or extended.

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

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 10.2(b)).

“Outstanding MLP Senior Notes” means the MLP’s 6.750% Senior Notes due 2025 issued in the original aggregate principal amount of $250,000,000 under that certain Indenture dated as of May 23, 2017, between the MLP, Delek Finance and each of the Subsidiaries of the MLP party thereto.

“Owned Terminals” means, collectively (a) the Existing Terminals; and (b) any other terminals, stations, tank farms, storage facilities, wharfage, tankage and loading racks owned in fee simple by any Borrower of any Subsidiary that are used in the Business.

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“Ownership Interest” means all shares, interests, participations, rights to purchase, options, warrants, general or limited partnership interests, limited liability company interests or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or nonvoting, including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11-1 of the Rules and Regulations promulgated by the Securities and Exchange Commission (17 C.F.R. § 240.3a11-1) under the Securities and Exchange Act of 1934, as amended).

“Paline” is defined in the introductory paragraph of this Agreement.

“Participant” is defined in Section 10.9(d).

“Participant Register” is defined in Section 10.9(d).

“Participating Interest” and “Participating Interests” mean and include the Canadian Participating Interest and the U.S. Participating Interest.

“Participating Lender” and “Participating Lenders” mean and include the Canadian Participating Lenders and the U.S. Participating Lenders.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56.

“PBGC” means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all of its functions under ERISA.

“Pension Plan” means any employee pension benefit plan (other than a Multiemployer Plan) covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code that is maintained by a member of the Controlled Group (including each Borrower) for current or former employees of a member of the Controlled Group (including each Borrower) and to which a member of the Controlled Group (including each Borrower) is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions or under which a member of the Controlled Group (including each Borrower) is reasonably expected to incur liability. A Pension Plan does not include a Canadian Benefit Plan, a Canadian Pension Plan, or a Canadian Union-Administered Plan.

“Percentage” means, a Lender’s Canadian Revolver Percentage or U.S. Revolver Percentage, as applicable.

“Perfection Certificate” means that certain Perfection Certificate dated as of the Restatement Effective Date from the Borrowers’ Agent to the Administrative Agent.

“Permian Acquisition” means the Acquisition by a Borrower from Holdings of certain Ownership Interests in a Person, with respect to which all of the following conditions shall have been satisfied:

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(a) such Person is in the line of Business and has its primary operations in the corridor between western Texas and the Gulf Coast area of Texas;

(b) such Person shall have commenced operations on a date at least six (6) months prior to the date of such Acquisition;

(c) such Person shall have either net income or cash from operations on a consolidated basis in accordance with GAAP of not less than $1.00 for each of its immediately preceding two fiscal quarters;

(d) the Acquisition shall not be a Hostile Acquisition;

(e) the Borrowers shall have notified the Administrative Agent not less than 15 days (or such shorter time period as may be agreed to by the Administrative Agent) prior to such Acquisition;

(f) the Borrowers shall provide the Administrative Agent with financial information and other due diligence information with respect to such Person as reasonably requested by the Administrative Agent, including feasibility studies, customer contracts, regulatory approvals, organizational documents, management agreements, and investor or other equity agreements, all of which shall be in form and substance reasonably acceptable to the Administrative Agent;

(g) the Borrowers shall provide to the Administrative Agent (i) quarterly financial statements of such Person for the two fiscal quarters immediately prior to such Acquisition, and, to the extent available, financial statements for such Person for the twelve-month period immediately prior to such Acquisition, including any audited financial statements and (ii) pro forma quarterly financial statements for such Person for the four fiscal quarters following the date of such Acquisition, all in form and substance reasonably acceptable to the Administrative Agent;

(h) (i) the Borrowers shall have Unused Commitments (after giving effect to any increase in the U.S. Revolving Credit Commitments made pursuant to Section 2.1(b) and after giving effect to such Acquisition) of not less than U.S. $30,000,000 and (ii) no Default or Event of Default shall exist, including with respect to the covenants contained in Sections 6.20(a) and (b) and, on a pro forma basis, and the Borrowers shall have delivered to the Administrative Agent a compliance certificate in the form of Exhibit E attached hereto evidencing such compliance with Sections 6.20(a) and (b); and

(i) concurrently with the consummation of such Acquisition, such Person shall be deemed a Permitted Joint Venture for all purposes hereunder (such Permitted Joint Venture being referred to herein as the “Permian Joint Venture”).

“Permian Expansion” means an expansion (occurring after the Permian Acquisition) of the Permian Joint Venture for which the Consolidated Group’s share of aggregate capital contribution, in cash or other assets, thereto (inclusive of any expenditures in connection

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therewith made after the Consolidated Group’s initial investment in the Permian Joint Venture but prior to, at or after the acquisition or commencement of such Capital Project itself) is, or is budgeted to be, equal to or greater than U.S. $20,000,000 and is designated as the Permian Expansion by the Borrowers’ Agent by written notice thereof to the Administrative Agent.

“Permian Expansion Adjustment Amount” means after construction commences on the Permian Expansion and prior to the Permian Expansion Operation Date (and excluding the fiscal quarter in which the Permian Expansion Operation Date occurs), an amount calculated as a percentage (based upon the then-current completion percentage of the Permian Expansion) of the projected EBITDA attributable to the Permian Expansion for the 365-day period immediately following the Scheduled Permian Expansion Operation Date (such amount to be determined based on customer contracts or tariff-based customers relating to the Permian Expansion, the creditworthiness of the other parties to such contracts or such tariff-based customers, projected revenues from such contracts and tariffs, capital costs and expenses relating to the Permian Expansion, the Scheduled Permian Expansion Operation Date, and other factors reasonably deemed appropriate by the Administrative Agent) multiplied by the applicable Borrower’s or Guarantor’s percentage of ownership in the Permian Joint Venture (or such other percentage applicable to cash distributions that such Borrower or Guarantor would be entitled to receive under the Organization Documents of the Permian Joint Venture at such time if the Permian Joint Venture were to make a cash distribution to its equity holders at such time, regardless of whether such distribution would be actually permitted under such Organization Documents); provided that, if the actual Permian Expansion Operation Date does not occur by the Scheduled Permian Expansion Operation Date, then the foregoing amount shall be reduced, for quarters ending after the Scheduled Permian Expansion Operation Date to (but excluding) the fiscal quarter in which the actual Permian Expansion Operation Date occurs, by the following percentage amounts depending on the period of delay (based on the period of actual delay or then-estimated delay (if available), whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days but not more than 180 days, 25%, (iii) longer than 180 days but not more than 270 days, 50%, and (iv) longer than 270 days, 100%; provided further that, beginning with the fiscal quarter in which the Permian Expansion Operation Date occurs and for the three (3) immediately succeeding fiscal quarters, the Permian Expansion Adjustment Amount shall be an amount calculated as the projected EBITDA attributable to the Permian Expansion (determined as set forth above in this definition) for the 365-day period immediately following the Permian Expansion Operation Date, expressed as a daily amount and multiplied by the number of days not yet elapsed in such 365-day period following the Permian Expansion Operation Date; provided however that, (x) prior to the occurrence of the Permian Expansion Commitment Date, the Permian Expansion Adjustment Amount for any period shall not exceed 25% of the First Permian Adjustment Amount for such period, and (y) after the occurrence of the Permian Expansion Commitment Date, the Permian Expansion Adjustment Amount for any period shall not exceed 30% of the First Permian Adjustment Amount for such period.

“Permian Expansion Commitment Date” means the date on which a Person or Persons reasonably acceptable to the Administrative Agent has committed to use the Permian Expansion pursuant to a contract with terms and conditions acceptable to the Administrative Agent, which date may be before the Permian Expansion Operation Date.

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“Permian Expansion Operation Date” means the date on which the Permian Expansion is substantially complete and operational.

“Permian Joint Venture” has the meaning set forth in the definition of “Permian Acquisition.”

“Permitted Acquisition” means any Acquisition with respect to which all of the following conditions shall have been satisfied:

(a) the Acquired Business is in the line of Business and has its primary operations in the United States of America or Canada;

(b) the Acquisition shall not be a Hostile Acquisition;

(c) the Borrowers shall have notified the Administrative Agent not less than 15 days (or such shorter time period as may be agreed to by the Administrative Agent) prior to any such Acquisition if the aggregate consideration for such Acquisition is in excess of U.S. $5,000,000;

(d) if a new Subsidiary is formed or acquired as a result of or in connection with such Acquisition, such Subsidiary shall be a U.S. Subsidiary or a Canadian Subsidiary and, in any case, the Borrowers shall have complied with the requirements of Section 4 in connection therewith;

(e) (i) for any Acquisition involving an Acquired Business from any Person that is not an Affiliate of the MLP (A) for which the aggregate consideration for such Acquisition exceeds U.S. $5,000,000 and (B) for which the aggregate consideration, combined with the aggregate consideration for all other Acquisitions for which the Acquired Businesses have not undergone a review or other financial due diligence as otherwise required by this clause (e), exceeds U.S. $20,000,000, the Acquired Business shall have undergone a review or other financial due diligence by an investment banking firm, accounting firm, appraisal firm or other consulting firm acceptable to the Administrative Agent as part of the Acquisition due diligence; and (ii) for any Acquisition involving an Acquired Business from any Affiliate of the MLP, the Borrowers shall provide the Administrative Agent with financial information with respect to the Acquired Business reasonably acceptable to the Administrative Agent; and

(f) (i) the Borrowers shall have Unused Commitments (after giving effect to any increase in the U.S. Revolving Credit Commitments made pursuant to Section 2.1(b) and after giving effect to such Acquisition) of not less than U.S. $30,000,000 and (ii) no Default or Event of Default shall exist, including with respect to the covenants contained in Sections 6.20(a) and (b) and, on a pro forma basis, and the Borrowers shall have delivered to the Administrative Agent a compliance certificate in the form of Exhibit E attached hereto evidencing such compliance with Sections 6.20(a) and (b).

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“Permitted Joint Venture” means any Person (other than any such Person that the Borrowers’ Agent designates as a Subsidiary in writing to the Administrative Agent pursuant to Section 6.1(m)) in which a Borrower owns (including ownership through any Ownership Interests of a Subsidiary) less than 100% of the total outstanding Ownership Interests of such Person; provided that the Borrower has provided notice to the Administrative Agent of such Permitted Joint Venture pursuant to Section 6.1(m) and such Permitted Joint Venture is engaged only in the Business permitted pursuant to Section 6.10.

“Permitted Liens” is defined in Section 6.12.

“Permitted Note Indebtedness” means (i) the Outstanding MLP Senior Notes and (ii) similar unsecured Indebtedness for borrowed money of MLP and/or any of its Subsidiaries resulting from the issuance by such parties of senior unsecured notes, whether pursuant to a private placement or a public sale; provided that (a) such Indebtedness shall not have the benefit of any letter of credit or other credit support (other than unsecured guarantees from the Borrowers and Guarantors not primarily obligated therefor) (b) such Indebtedness does not mature or require any scheduled payments of the principal amount thereof prior to the date that is 180 days after the Termination Date in effect on the date of such Indebtedness issuance or incurrence, (c) after giving effect to the issuance or incurrence of such Indebtedness on a pro forma basis, the Borrowers shall be in compliance with all applicable covenants set forth in Section 6.20 and prior to such issuance or incurrence, the Borrowers shall have delivered to the Administrative Agent a compliance certificate in the form of Exhibit E attached hereto evidencing such compliance, and (d) no Default or Event of Default exists at the time of or after giving effect to the issuance or incurrence of such Indebtedness.

“Person” means any natural person, partnership, corporation, limited liability company, association, trust, unincorporated organization or any other entity or organization, including a Governmental Authority.

“PHMSA” is defined in Section 5.25(g).

“Pipeline and Transportation Systems” means, collectively, as of the Restatement Effective Date:

(a) the pipeline system which consists of a 77-mile Crude Oil pipeline commonly referred to as the Magnolia Pipeline, a station west of Holdings’ Subsidiary’s El Dorado, Arkansas refinery commonly referred to as the Magnolia Station, and a pipeline system commonly referred to as the El Dorado Pipeline System, which includes an approximately 28-mile Crude Oil pipeline running from the Magnolia Station to a station commonly referred to as the Sandhill Station and two Refined Product pipelines for the transportation of gasoline and diesel running from Holdings’ El Dorado refinery to that pipeline commonly referred to as the Enterprise TE Products Pipeline;

(b) the Crude Oil gathering and transportation system which includes approximately 600 miles of Crude Oil gathering and transportation pipelines in southern

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Arkansas and northern Louisiana which currently supplies Crude Oil to Holdings’ Subsidiary’s El Dorado, Arkansas refinery;

(c) the pipeline system which includes an approximately 185-mile Crude Oil pipeline running from Longview, Texas to a Chevron operated Beaumont, Texas terminal and an approximately seven-mile pipeline running from Port Neches to Port Arthur, Texas;

(d) the pipeline system which includes an approximately 36-mile Crude Oil pipeline commonly referred to as the Nettleton Pipeline running from that station commonly referred to as the Nettleton Station to Holdings’ Subsidiary’s Tyler, Texas refinery and an approximately 65-mile Crude Oil pipeline system commonly referred to as the McMurrey Pipeline System, which transports Crude Oil from inputs between that station commonly known as the La Gloria Station and Holdings’ Subsidiary’s Tyler refinery;

(e) the approximately 114-mile Refined Products pipeline that connects the terminals owned by the Borrowers located in or near San Angelo, Texas and Abilene, Texas to each other and to the pipeline commonly referred to as the Magellan Orion Pipeline;

(f) the pipeline running from Hopewell Junction, Texas to that station commonly referred to as the Big Sandy Station in Big Sandy, Texas; and

(g) any other gathering systems or pipelines owned, leased or licensed by any Borrower or any Subsidiary that are used or are of a type that are used by any Borrower or any of Subsidiary in the Business;

including in each case any and all real estate rights, gathering receipt, relay, and pump stations and storage tanks connected or relating to any of the foregoing.

“Pipeline Rights” is defined in Section 5.15(b).

“Platform” is defined in Section 10.8(d)(i).

“Post-Retirement Benefit Plan” is defined in Section 5.9(a).

“Prior Credit Agreement” is defined in the Recitals to this Agreement.

“Property” means, as to any Person, all types of real, personal, tangible, intangible or mixed property owned by such Person whether or not included in the most recent balance sheet of such Person and its Subsidiaries under GAAP.

“Public Lender” is defined in Section 10.8(d)(iii).

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“Purchase Money Indebtedness” means Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred at the time of, or within 20 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). [Added per First Amendment]

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding U.S. $10,000,000 at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder.

“RCRA” means the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§6901 et seq., and any future amendments.

“Recipient” means (a) the Administrative Agent, (b) any Lender, and (c) any L/C Issuer.

“Refined Products” means gasoline, diesel fuel, jet fuel, liquid petroleum gases, asphalt and asphalt products, other refined petroleum products or byproducts, fuel energy related commodities, ethanol, biodiesel, and other feedstocks, intermediate products and additives to any of the foregoing.

“Register” is defined in Section 10.9(c).

“Registration Statement” means that certain Form S-1 Registration Statement dated July 11, 2012, as amended from time to time through November 7, 2012, in each case, filed with the SEC with respect to the Common Units.

“Reimbursement Obligation” is defined in Section 2.2(c).

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

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or migration into the environment.

“Removal Effective Date” is defined in Section 9.8(b).

“Required Lenders” means, as of the date of determination thereof, Lenders whose outstanding Loans and interests in Letters of Credit and Unused Commitments constitute more than 50% of the sum of the total outstanding Loans, interests in Letters of Credit and Unused Commitments; provided that, the Commitment of, and the portion of the outstanding Loans,

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interests in Letters of Credit and Unused Commitments held or deemed held by, any Defaulting Lender shall, so long as such Lender is a Defaulting Lender, be disregarded for purposes of making a determination of Required Lenders. For the purposes of this definition, any Lender and its Affiliates shall constitute a single Lender.

“Reserve Percentage” means, for any Borrowing of Eurodollar Loans, the daily average for the applicable Interest Period of the maximum rate, expressed as a decimal, at which reserves (including any supplemental, marginal, and emergency reserves) are imposed during such Interest Period by the Board of Governors of the Federal Reserve System (or any successor) on “eurocurrency liabilities”, as defined in such Board’s Regulation D (or in respect of any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Loans is determined or any category of extensions of credit or other assets that include loans by non-United States offices of any Lender to United States residents), subject to any amendments of such reserve requirement by such Board or its successor, taking into account any transitional adjustments thereto. For purposes of this definition, the Eurodollar Loans shall be deemed to be “eurocurrency liabilities” as defined in Regulation D without benefit or credit for any prorations, exemptions or offsets under Regulation D.

“Resignation Effective Date” is defined in Section 9.8(a).

“Responsible Officer” means any officer of the General Partner with responsibility for the transactions contemplated herein including, without limitation, its President, Chief Executive Officer, Chief Financial Officer and Treasurer.

“Restatement Effective Date” means September 28, 2018.

“Restricted Payments” is defined in Section 6.15.

“Reuters Screen LIBOR01 Page” means the display designated as the “LIBOR01 Page” on the Reuters Service (or on any successor or substitute page of such service or such other service that may be nominated by the ICE Benchmark Administration as the information vendor for the purpose of displaying ICE Benchmark Administration Interest Settlement Rates for U.S. Dollar Deposits (“ICE LIBOR”), or such other commercially available source providing quotations of ICE LIBOR as reasonably designated by the Administrative Agent from time to time).

“Revolving Loan” and “Revolving Loans” means and includes the Canadian Revolving Loans and the U.S. Revolving Loans.

“S&P” means Standard & Poor’sS&P Global Ratings Services Group, a Standard & Poor’s Financial Services LLC, an S&P Global Ratings Inc. business.

“SALA Gathering” is defined in the introductory paragraph of this Agreement.

“Sanctioned Country” means a country or territory that is the subject of a Sanctions Program.

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“Sanctioned Person” means (a) a Person named on a Sanctions List and each Person owned or controlled by a Person named on a Sanctions List, (b) an agency or government of a Sanctioned Country, (c) an organization controlled directly or indirectly by a Sanctioned Country, or (d) a Person resident in a Sanctioned Country, to the extent subject to a Sanctions Program.

“Sanctions Event” means the event specified in Section 6.21(c).

“Sanctions Lists” means, and includes, (a) the list of the Specially Designated Nationals and Blocked Persons maintained by OFAC, (b) the list of Sectoral Sanctions Identifications maintained by the U.S. Department of Treasury, (c) the list of Foreign Sanctions Evaders maintained by the U.S. Department of Treasury, and (d) any similar list maintained by the U.S. State Department, the U.S. Department of Commerce, the U.S. Department of Treasury, or any other U.S. Governmental Authority, or maintained by a Canadian Governmental Authority, the United Nations Security Counsel, the European Union, or the United Kingdom.

“Sanctions Programs” means (a) all economic, trade, and financial sanctions programs administered by OFAC (including all laws, regulations, and Executive Orders administered by OFAC), the U.S. State Department, and any other U.S. Governmental Authority, including the Bank Secrecy Act, anti-money laundering laws (including the Patriot Act), and any and all similar United States federal laws, regulations or Executive Orders, and any similar laws, regulations or orders adopted by any State within the United States, (b) all Canadian Sanctions Programs, and (c) to the extent applicable, all similar economic, trade, and financial sanctions programs administered, enacted, or enforced by the European Union or the United Kingdom.

“Scheduled Commercial Operation Date” is defined in Section 6.1(d).

“Scheduled Permian Expansion Operation Date” is defined in Section 6.1(e).

“Scheduled Unavailability Date” is defined in Section 8.3(c).

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Security Agreement” means that certain Amended and Restated Security Agreement dated as of the date hereof, among the Borrowers, the Guarantors and the Administrative Agent.

“Senior Leverage Ratio” means, as of the date of determination thereof, the ratio of (a) Total Funded Debt as of such date that is not Subordinated Debt and that is secured by a Lien or Liens on any Property of the Consolidated Group minus Consolidated Cash on Hand as of such date in an amount not to exceed $20,000,000 to (b) EBITDA as of the last day of the period of four fiscal quarters most recently ended, but, to the extent permitted by GAAP, allowing for a one-quarter delay with respect to such EBITDA that is attributable to Permitted Joint Ventures. Notwithstanding the foregoing, solely with respect to the covenants set forth in Section 6.20 as reflected in the quarterly report and officer’s certificate required to be delivered pursuant to Section 6.1(a) and 6.1(c), respectively, for the fiscal quarter ended June 30, 2020, “Senior

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Leverage Ratio” means the ratio of (a) Total Funded Debt as of such date that is not Subordinated Debt and that is secured by a Lien or Liens on any Property of the Consolidated Group to (b) EBITDA as of the last day of the period of four fiscal quarters most recently ended, but, to the extent permitted by GAAP, allowing for a one-quarter delay with respect to such EBITDA that is attributable to Permitted Joint Ventures. [Amended per First Amendment]

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate published by the Federal Reserve Bank of New York (or a successor administrator) on the administrator’s website (or any successor source for the secured overnight financing rate identified as such by the administrator) at approximately 2:30 p.m. (Cincinnati time) on the immediately succeeding Business Day.

“Solvent” means, when used with respect to any Person, that, as at any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise” as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Spread Adjustment” means a mathematical or other adjustment to an alternate benchmark rate selected pursuant to Section 8.3(c) and such adjustment may be positive, negative, or zero, subject to the specific Spread Adjustments set forth in Section 8.3(c).

“State Pipeline Regulatory Agencies” means, collectively, the Railroad Commission of Texas, the Louisiana Public Service Commission, the Louisiana Office of Conservation, the Arkansas Public Service Commission, any similar Governmental Authorities in other jurisdictions, and any successor Governmental Authorities of any of the foregoing.

“Subordinated Debt” means Indebtedness owing to a Person by that is subordinated in right of payment to the prior payment of all Obligations, Hedging Liability and Bank Product Liability pursuant to subordination provisions approved in writing by the Administrative Agent in its reasonable discretion, which Indebtedness shall have interest rates, payment terms, maturities, amortization schedules, covenants, defaults, remedies and other material terms that are acceptable in form and substance to the Administrative Agent and which subordination provisions shall contain restrictions on enforcement, restrictions on payment, subordination terms, and other material terms that are acceptable in form and substance to the Administrative Agent.

“Subsidiary” means, as to any particular parent corporation or organization, any other corporation or organization more than 50% of the outstanding Voting Stock of which is at the

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time directly or indirectly owned by such parent corporation or organization or by any one or more other entities which are themselves subsidiaries of such parent corporation or organization. Unless otherwise expressly noted herein, the term “Subsidiary” means a Subsidiary of the MLP or of any of its direct or indirect Subsidiaries; provided, however, notwithstanding anything to the contrary herein or in any other Loan Document, no Permitted Joint Venture shall be or shall be deemed to be a “Subsidiary”, unless the Borrowers’ Agent has designated such Person as a Subsidiary in writing to the Administrative Agent pursuant to Section 6.1(m).

“Successor Rate” means any successor index rate determined pursuant to Section 8.3(c) from time to time.

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

“Swing Line” means and includes the Canadian Swing Line and the U.S. Swing Line, as applicable.

“Swing Line Lender” means Fifth Third Bank, an Ohio banking corporationNational Association, and any successor pursuant to Section 10.9(g).

“Swing Line Lender’s Quoted Rate” is defined in Section 2.10(c).

“Swing Loan” and “Swing Loans” is defined in Section 2.10(a)..

“Tangible Net Assets” means, at any time the same is to be determined, the total assets that would appear at such time on the balance sheet of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP, less the aggregate book value of all assets at such time that would be classified as intangible assets under GAAP, including goodwill, patents, trademarks, trade names, copyrights, franchises, and deferred charges (including unamortized debt discounts and expenses, organization costs, and deferred research and development expenses).

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

“Temporary Increase Period” means with respect to any calculation of the Total Leverage Ratio and Senior Leverage Ratio, (i) any period (a) beginning on the date of the delivery of the notice required pursuant to the following clause (ii) for a Material Joint Venture Project with respect to which the Borrowers do not exercise their option to make a Material Project EBITDA Adjustment, and ending on the last day of that fiscal quarter of the Consolidated Group occurring on or before the date that is twelve months after the Commercial Operation Date for such Material Joint Venture Project, or (b) beginning on the closing date of a Permitted Acquisition for which the aggregate consideration exceeds $40,000,000 and ending on

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the last day of the third fiscal quarter of the Consolidated Group ending after such closing date (provided, that if such closing date for such Permitted Acquisition occurs on the last day of a fiscal quarter of the Consolidated Group, the Temporary Increase Period for such Permitted Acquisition shall be the immediately following three full fiscal quarters of the Consolidated Group after such date, and if such closing date for such Permitted Acquisition occurs on a date that is not the last day of a fiscal quarter of the Consolidated Group, such Temporary Increase Period shall include the remainder of the fiscal quarter of the Consolidated Group in which such closing occurs and the immediately following two full fiscal quarters of the Consolidated Group after such fiscal quarter), and (ii) with respect to which the Borrowers have notified the Administrative Agent not less than 15 days (or such shorter time period as agreed by the Administrative Agent) (which such 15 days or such shorter period may be concurrent with, but may not begin before, the time period commencing upon Borrowers’ Agent’s delivery of a Material Project Designation Notice until the Material Project Designation Date) prior to an applicable Temporary Increase Period that the Borrowers will be exercising a Temporary Increase Period.

“Terminals” means, collectively, the Owned Terminals and the Leased Terminals.

“Termination Date” means September 28, 2023 or such earlier date on which the Commitments are terminated in whole pursuant to Section 2.9, 7.2 or 7.3.

“Term SOFR” means, with respect to a Loan bearing interest at the Tranche Rate for any Interest Period, the forward-looking SOFR rate administered by CME Group, Inc. (or other administrator selected by the Administrative Agent (in consultation with the Borrowers)) and published on the applicable Bloomberg LP screen page (or such other commercially available source providing such quotations as may be selected by the Administrative Agent (in consultation with the Borrowers)), fixed by the administrator thereof two (2) Business Days prior to the commencement of the applicable Interest Period (provided, however, if Term SOFR is not published for such Business Day, then Term SOFR shall be determined by reference to the immediately preceding Business Day on which such rate is published), rounded upwards, if necessary, to the next 1/100 of 1%, all as determined by the Administrative Agent in accordance with the Agreement and the Administrative Agent’s loan systems and procedures periodically in effect.

“Texas Intrastate Pipelines” is defined in Section 5.25(b).

“Title Policies” means those existing title insurance policies set forth on Schedule 1.1(c) and any additional mortgagee’s policies of title insurance delivered to the Administrative Agent (or a security trustee therefor) pursuant to Section 4.2.

“Total Funded Debt” means, at any time the same is to be determined, the aggregate principal amount of all funded Indebtedness (excluding Contingent Obligations with respect to which the primary obligation is not Indebtedness for borrowed money) of the Consolidated Group at such time determined on a consolidated basis in accordance with GAAP; provided that, there shall be excluded from Total Funded Debt such Indebtedness of any Person (other than a Subsidiary) in which the Consolidated Group has an Ownership Interest, except with respect to

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Consolidating Joint Ventures to the extent such principal amount relates to Indebtedness of such Consolidating Joint Venture if, and only to the extent, such Indebtedness is also a Contingent Obligation of the MLP or any of its Subsidiaries.

“Total Leverage Ratio” means, as of the date of determination thereof, the ratio of (a) Total Funded Debt as of such date minus Consolidated Cash on Hand as of such date in an amount not to exceed $20,000,000 to (b) EBITDA as of the last day of the period of four fiscal quarters most recently ended, but, to the extent permitted by GAAP, allowing for a one-quarter delay with respect to such EBITDA that is attributable to Permitted Joint Ventures. Notwithstanding the foregoing, solely with respect to the covenants set forth in Section 6.20 as reflected in the quarterly report and officer’s certificate required to be delivered pursuant to Section 6.1(a) and 6.1(c), respectively, for the fiscal quarter ended June 30, 2020, “Total Leverage Ratio” means the ratio of (a) Total Funded Debt as of such date to (b) EBITDA as of the last day of the period of four fiscal quarters most recently ended, but, to the extent permitted by GAAP, allowing for a one-quarter delay with respect to such EBITDA that is attributable to Permitted Joint Ventures. [Amended per First Amendment]

“Tranche Rate” means, with respect to any Interest Period, the greater of (a) zero percent (0.0%) (the “Floor”) and (b) Term SOFR relating to quotations for one (1) or three (3) months as selected by the Borrowers’ Agent in its Notice of Borrowing or Notice of Continuation/Conversion, or as otherwise set pursuant to the terms of this Agreement, as applicable. Each determination by the Administrative Agent of the Tranche Rate shall be conclusive and binding absent manifest error. Notwithstanding anything to the contrary contained in the Agreement, at any time during which a Hedge Agreement with any Lender is then in effect with respect to all or a portion of the Obligations bearing interest based upon the Tranche Rate, the provision that rounds up the Tranche Rate to the next 1/100 of 1% shall be disregarded and no longer of any force and effect with respect to such portion of the Obligations that are subject to such Hedge Agreement.

“Tranche Rate Adjustment” means, (a) with respect to the Base Rate or any Tranche Rate Loan bearing interest based on Daily Simple SOFR, a percentage per annum equal to 0.10%, and (b) with respect to the Tranche Rate, a percentage per annum equal to (i) 0.10%, if the Interest Period is one (1) month, or (ii) 0.25%, if the Interest Period is three (3) months.

“Tranche Rate Loan” means any of: (a) a Loan bearing interest at the rate specified in Section 2.3(b) or (b) to the extent the Borrowers have a Hedge Agreement in effect with respect to all or part of a Borrowing or the Successor Rate is based on Daily Simple SOFR, a Loan bearing interest with reference to Daily Simple SOFR.

“Tranche Rate Replacement Date” is defined in Section 8.3(c).

“UCC” is defined in Section 1.2.

“Unfunded Vested Liabilities” means, for any Pension Plan at any time, the amount (if any) by which the present value of all vested nonforfeitable accrued benefits under such Pension Plan exceeds the fair market value of all Pension Plan assets allocable to such benefits, all

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determined as of the then most recent annual actuarial report valuation date for such Pension Plan using the actuarial assumptions utilized by such Pension Plan’s actuaries for such purpose, but only to the extent that such excess represents a potential liability of a member of the Controlled Group to the PBGC or the Pension Plan under Title IV of ERISA.

“Unused Commitments” means, at any time, the difference between (a) the Commitments then in effect and (b) the aggregate outstanding principal amount of Revolving Loans, Swing Loans and L/C Obligations then outstanding (other than L/C Obligations that are Cash Collateralized); provided that Swing Loans outstanding from time to time shall be deemed to reduce the Unused Commitment of the Administrative Agent for purposes of computing the commitment fee under Section 2.12(a).

“U.S. Dollar Equivalent” means (a) the amount of any Obligation or Letter of Credit denominated in U.S. Dollars, (b) in relation to any Obligation or amount denominated in Canadian Dollars, the amount of U.S. Dollars which would be realized by converting Canadian Dollars into U.S. Dollars at the exchange rate generated by the Reuters Market Data System, or by an successor to such system, for such exchange rates on the date on which a computation thereof is required to be made; provided that if such system or successor to such system is not available, the exchange rate shall be that rate quoted to the Administrative Agent at approximately 11:00 a.m. (LondonCincinnati, Ohio time) three Business Days prior to the date on which a computation thereof is required to be made by major banks in the interbank foreign exchange market for the purchase of U.S. Dollars for such currency.

“U.S. Dollars” and “U.S. $” each means the lawful currency of the United States of America.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. L/C Issuers” means (a) Fifth Third Bank, an Ohio banking corporationNational Association and (b) any other Lender that shall have become an L/C Issuer as provided in Section 2.2(j)(i), other than any such Person that shall have ceased to be an L/C Issuer as provided in Section 2.2(j)(ii), each in its capacity as an issuer of U.S. Letters of Credit hereunder.

“U.S. L/C Obligations” means, at any time the same is to be determined, (i) the full amount available for drawing under all outstanding U.S. Letters of Credit and (ii) all unpaid U.S. Reimbursement Obligations.

“U.S. L/C Sublimit” means U.S. $75,000,000, as the same may be reduced or increased at any time or from time to time pursuant to the terms hereof.

“U.S. Lenders” means and includes the banks, financial institution and other lenders from time to time party to this agreement with a U.S. Revolving Credit Commitment as set forth on Schedule 1, including each assignee of a U.S. Lender pursuant to Section 10.9 hereof. Unless the

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context requires otherwise, the term “U.S. Lenders” includes the Administrative Agent as the maker of U.S. Swing Loans.

“U.S. Letter of Credit” is defined in Section 2.2(a).

“U.S. Loan” means any U.S. Revolving Loan or U.S. Swing Loan.

“U.S. Participating Interest” is defined in Section 2.2(d).

“U.S. Participating Lender” is defined in Section 2.2(d).

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

“U.S. Reimbursement Obligations” means Reimbursement Obligations arising from a U.S. Letter of Credit.

“U.S. Revolver Percentage” means, for each U.S. Lender, the percentage of the aggregate U.S. Revolving Credit Commitments represented by such U.S. Lender’s U.S. Revolving Credit Commitment or, if the U.S. Revolving Credit Commitments have been terminated, the percentage held by such U.S. Lender (including through participation interests in U.S. Reimbursement Obligations) of the aggregate principal amount of all U.S. Revolving Loans and U.S. L/C Obligations then outstanding.

“U.S. Revolving Credit” means the credit facility for making U.S. Revolving Loans and U.S. Swing Loans and issuing U.S. Letters of Credit described in Sections 2.1(a)-(c), 2.2, and 2.10.

“U.S. Revolving Credit Commitment” means, as to any Lender, the obligation of such Lender to make U.S. Revolving Loans and to participate in U.S. Swing Loans and U.S. Letters of Credit issued for the account of the Borrowers hereunder in an aggregate principal or face amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1, as the same may be reduced, increased or otherwise modified at any time or from time to time pursuant to the terms hereof. The Borrowers and the Lenders acknowledge and agree that the U.S. Revolving Credit Commitments of the Lenders aggregate U.S. $750,000,000 as of the Restatement Effective Date.

“U.S. Revolving Loan” and “U.S. Revolving Loans” are each defined in Section 2.1(a) hereof and, as so defined, includes a Base Rate Loan or EurodollarTranche Rate Loan, each of which is a “type” of Revolving Loan hereunder.

“U.S. Revolving Note” is defined in Section 2.11(d) hereof.

“U.S. Subsidiary” means each Subsidiary that is not a Foreign Subsidiary.

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“U.S. Swing Line” means the credit facility for making one or more U.S. Swing Loans described in Section 2.10.

“U.S. Swing Line Sublimit” means U.S. $15,000,000, as the same may be reduced or increased at any time or from time to time pursuant to the terms hereof.

“U.S. Swing Loan” and “U.S. Swing Loans” are each defined in Section 2.10(a).

“U.S. Swing Note” is defined in Section 2.11(d).

“U.S. Tax Compliance Certificate” is defined in Section 10.1(g)(ii).

“Voting Stock” of any Person means Ownership Interests of any class or classes (however designated) having ordinary power for the election of directors or other similar governing body of such Person (including general partners of a partnership), other than Ownership Interests having such power only by reason of the happening of a contingency.

“Wells Fargo Intercreditor Agreement” means that certain Intercreditor Agreement dated as of November 7, 2012, by and between Wells Fargo Capital Finance, LLC, and the Administrative Agent.

“Welfare Plan” means a “welfare plan” as defined in Section 3(1) of ERISA.

“Wholly-owned Subsidiary” means, at any time, any Subsidiary of which all of the issued and outstanding Ownership Interests (other than directors’ qualifying Ownership Interests as required by law) are owned by any one or more of the Borrowers and the Borrowers’ other Wholly-owned Subsidiaries at such time.

“Withholding Agent” means any Borrower, any Guarantor, and the Administrative Agent.

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

Section 1.2. Interpretation. 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

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successors and permitted 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 Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references to time of day herein are references to Cincinnati, Ohio, time unless otherwise specifically provided. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP except where such principles are inconsistent with the specific provisions of this Agreement. All terms that are used in this Agreement which are defined in the Uniform Commercial Code of the State of New York as in effect from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide.

Section 1.3. Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrowers or the Required Lenders may by notice to the Lenders and the Borrowers, respectively, require that the Lenders and the Borrowers negotiate in good faith to amend such covenant, standard, and term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Consolidated Group or such covenant, standard or term shall be the same as if such change had not been made. No delay by the Borrowers or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 1.3, financial covenants (and all related defined terms) and applicable covenants, terms and standards shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, for purposes of calculations made pursuant to the terms of this Agreement or any other Loan Document, GAAP will be deemed to treat leases that would have been classified as operating leases in accordance with generally accepted accounting principles in the United States of America as in effect on June 30, 2018 in a manner consistent with the treatment of such leases under generally accepted accounting principles in the United States of America as in effect on June 30, 2018, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.

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

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Section 1.5. Divisions. For all purposes under the Loan Documents, in connection with any Division or plan of Division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its equity interests at such time. Except to the extent permitted by this Agreement, no Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, consummate a Division without the prior written consent of Administrative Agent. [Added per First Amendment]

Section 2. The Credit Facilities.

Section 2.1. Revolving Loans.

(a) U.S. Revolving Loans. Prior to the Termination Date, each U.S. Lender, by its acceptance hereof, severally and not jointly agrees, subject to the terms and conditions hereof, to make a revolving loan or loans (each individually a “U.S. Revolving Loan” and, collectively, the “U.S. Revolving Loans”) in U.S. Dollars to the Borrowers from time to time on a revolving basis up to the amount of such Lender’s U.S. Revolving Credit Commitment in effect at such time; provided, however, the sum of the aggregate principal amount of U.S. Revolving Loans, U.S. Swing Loans and U.S. L/C Obligations at any time outstanding shall not exceed the sum of all U.S. Revolving Credit Commitments in effect at such time. Each Borrowing of U.S. Revolving Loans shall be made ratably by the U.S. Lenders in proportion to their respective U.S. Revolver Percentages. As provided in Section 2.4(a), and subject to the terms hereof, the Borrowers may elect that each Borrowing of U.S. Revolving Loans be either Base Rate Loans or EurodollarTranche Rate Loans. U.S. Revolving Loans may be repaid and reborrowed before the Termination Date, subject to the terms and conditions hereof.

(b) U.S. Revolving Credit Commitment Increases. The Borrowers’ Agent shall be entitled to request, either on the Restatement Effective Date or at any time, and from time to time, prior to the Termination Date, that the U.S. Revolving Credit Commitments be increased by an aggregate amount not to exceed One Hundred Fifty Million U.S. Dollars (U.S. $150,000,000) (such additional U.S. Revolving Credit Commitments are referred to herein as the “Additional Commitments”); provided that (x) each request for a U.S. Revolving Credit Commitment increase shall be in a minimum amount of Ten Million U.S. Dollars (U.S. $10,000,000), (y) no more than four requests for a U.S. Revolving Credit Commitment increase may be made during any consecutive twelve-month period and (z) in no event shall the aggregate U.S. Revolving Credit Commitments exceed at any time Nine Hundred Million U.S. Dollars (U.S. $900,000,000); and provided further that, to the extent that the request occurs after the Restatement Effective Date, (i) no Default or Event of Default exists at the time of such request or the effective date of such Additional Commitments, including with respect to the covenants contained in Section 6.20 as reflected in the officer’s certificate required and most recently delivered pursuant to Section 6.1(c) and, on a pro forma basis, (ii) all representations and warranties contained in Section 5 hereof shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) on the

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date of such request and on the effective date of such Additional Commitments, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such earlier date, (iii) the Borrowers’ Agent gives the Administrative Agent thirty (30) days prior written notice of such election, (iv) no Lender shall be obligated to increase such Lender’s U.S. Revolving Credit Commitment without such Lender’s prior written consent, which may be withheld in such Lender’s sole discretion, and (v) any Person providing any Additional Commitment amount that is not already a Lender must be reasonably acceptable to the Administrative Agent, the U.S. L/C Issuers and the Borrowers’ Agent. Each Lender shall be given an opportunity to increase its U.S. Revolving Credit Commitments pro rata in an amount equal to its U.S. Revolver Percentage of such Additional Commitments. Upon the effectiveness of any Additional Commitments, (i) each Lender hereunder immediately prior to the effectiveness of such Additional Commitments will automatically and without further act be deemed to have assigned to each increasing Lender, and each increasing Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding U.S. Letters of Credit and U.S. Swing Loans, if applicable, such that, after giving effect to each deemed assignment and assumption of participations, all of the Lenders’ (including each increasing Lender) (A) participations hereunder in U.S. Letters of Credit and (B) participations hereunder in U.S. Swing Loans shall be held on a pro rata basis on the basis of their respective Commitments (after giving effect to any increase in the aggregate Commitments pursuant to this Section 2.1(b)) and (ii) each Lender hereunder immediately prior to the effectiveness of such Additional Commitments will automatically and without further act be deemed to have assigned Loans to the other Lenders (including the increasing Lenders), and such other Lenders (including the increasing Lenders) shall be deemed to have purchased such Loans, in each case to the extent necessary so that all of the Lenders participate in each outstanding borrowing of U.S. Revolving Loans pro rata on the basis of their respective U.S. Revolving Credit Commitment (after giving effect to any Additional Commitments pursuant to this Section 2.1(b)); it being understood and agreed that the minimum borrowing, pro rata borrowing, pro rata payment and funding indemnity requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. In connection with any such increase in the U.S. Revolving Credit Commitments the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement. The Borrower agrees to pay any reasonable and documented out-of-pocket expenses of the Administrative Agent relating to any Additional Commitments and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrowers’ Agent. In the event of any increase in the U.S. Revolving Credit Commitments pursuant to this Section 2.1(b), the U.S. L/C Sublimit and the U.S. Swing Line Sublimit shall increase automatically pro rata on a percentage basis (i.e. any percentage increase in the aggregate amount of the U.S. Revolving Credit Commitments pursuant to this Section shall result in an equal percentage increase the U.S. Swing Line Sublimit and the U.S. L/C Sublimit).

(c) Adjustments. On the date (“Funding Date”) of any future increase in the U.S. Revolving Credit Commitments permitted by this Agreement (which date shall be designated by the Administrative Agent, after consultation with the Borrowers’ Agent), each U.S. Lender who has an Additional Commitment shall fund to the Administrative Agent such

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amounts as may be required to cause each such Lender to hold its U.S. Revolver Percentage of Loans based upon the U.S. Revolving Credit Commitments as of such Funding Date, and the Administrative Agent shall distribute the funds so received, if necessary, to the other U.S. Lenders in such amounts as may be required to cause each of them to hold its U.S. Revolver Percentage of Loans as of such Funding Date. Any amounts paid to other U.S. Lenders pursuant to this Section 2.1(c) shall be subject to the Borrowers’ obligations under Section 8.1. The first payment of interest and Letter of Credit fees received by the Administrative Agent after such Funding Date shall be paid to the U.S. Lenders in amounts adjusted to reflect the adjustments of their respective U.S. Revolver Percentages as of the Funding Date. On the Funding Date each U.S. Lender shall be deemed to have either sold or purchased, as applicable, U.S. Participating Interests so that upon consummation of all such sales and purchases, each U.S. Lender, other than any U.S. Lender acting as a U.S. L/C Issuer, holds an undivided participating interest in each U.S. Letter of Credit and each U.S. Reimbursement Obligation equal to such U.S. Revolver Percentage as of such Funding Date.

(d) Canadian Revolving Loans. Prior to the Termination Date, each Canadian Lender, by its acceptance hereof, severally and not jointly agrees, subject to the terms and conditions hereof, to make a revolving loan or loans (each individually a “Canadian Revolving Loan” and, collectively, the “Canadian Revolving Loans”) in U.S. Dollars or Canadian Dollars to the Borrowers from time to time on a revolving basis up to the amount of such Lender’s Canadian Revolving Credit Commitment in effect at such time; provided, however, the U.S. Dollar Equivalent of the sum of the aggregate principal amount of all Canadian Revolving Loans, Canadian Swing Loans, and Canadian L/C Obligations at any time outstanding shall not exceed the sum of all Canadian Revolving Credit Commitments in effect at such time. Each Borrowing of Canadian Revolving Loans shall be made ratably by the Canadian Lenders in proportion to their respective Canadian Revolver Percentages. As provided in Section 2.4(a), and subject to the terms hereof, the Borrowers may elect that each Borrowing of Canadian Revolving Loans be either (i) denominated in U.S. Dollars in the form of Base Rate Loans or EurodollarTranche Rate Loans or (ii) denominated in Canadian Dollars in the form of Canadian Prime Rate Loans or Canadian CDOR Loans. Canadian Revolving Loans may be repaid and reborrowed before the Termination Date, subject to the terms and conditions hereof. As provided in Section 8.6, each Lender shall be entitled to fund and maintain its funding of all or any part of its Canadian Revolving Loans in any manner it sees fit, including funding from an Affiliate or a branch of the Lender located outside of the United States of America.

Section 2.2. Letters of Credit.

(a) General Terms. Subject to the terms and conditions hereof, (i) as part of the U.S. Revolving Credit, each U.S. L/C Issuer agrees to issue standby letters of credit (each a “U.S. Letter of Credit”) under the U.S. Revolving Credit for each Borrower’s account in U.S. Dollars in an aggregate undrawn face amount up to the U.S. L/C Sublimit; and (ii) as part of the Canadian Revolving Credit, the Canadian L/C Issuer shall issue standby and commercial letters of credit (each a “Canadian Letter of Credit”; the Canadian Letters of Credit, together with the U.S. Letters of Credit, collectively, the “Letters of Credit” and each a “Letter of Credit”) under the Canadian Revolving Credit for each Borrower’s account in U.S. Dollars or Canadian Dollars in an aggregate undrawn face amount with a U.S. Dollar Equivalent not to

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exceed the Canadian L/C Sublimit; provided that, no Letter of Credit shall be issued (or amended, renewed or extended) by any L/C Issuer unless (A) such L/C Issuer shall have given to the Administrative Agent written notice thereof required under Section 2.2(i) hereunder, and (B) after giving effect to such issuance (or amendment, renewal or extension) the sum of (x) the aggregate principal amount of U.S. Revolving Loans, U.S. Swing Loans and U.S. L/C Obligations at any time outstanding shall not exceed the sum of all U.S. Revolving Credit Commitments in effect at such time, and (y) the U.S. Dollar Equivalent of the aggregate principal amount of Canadian Revolving Loans, Canadian Swing Loans and Canadian L/C Obligations at any time outstanding shall not exceed the sum of all Canadian Revolving Credit Commitments in effect at such time. Each U.S. Lender shall be obligated to reimburse the applicable U.S. L/C Issuer for such U.S. Lender’s U.S. Revolver Percentage of the amount of each drawing under a U.S. Letter of Credit in accordance with the terms hereof and, accordingly, each U.S. Letter of Credit shall constitute usage of the U.S. Revolving Credit Commitment of each U.S. Lender pro rata in an amount equal to its U.S. Revolver Percentage of the U.S. L/C Obligations then outstanding. Each Canadian Lender shall be obligated to reimburse the applicable Canadian L/C Issuer for such Canadian Lender’s Canadian Revolver Percentage of the amount of each drawing under a Canadian Letter of Credit and, accordingly, each Canadian Letter of Credit shall constitute usage of the Canadian Revolving Credit Commitment of each Canadian Lender pro rata in an amount equal to its Canadian Revolver Percentage of the Canadian L/C Obligations then outstanding. The obligations of the L/C Issuers under this Agreement are several and not joint.

(b) Applications. At any time before the Termination Date, the applicable L/C Issuer shall, at the request of the Borrowers’ Agent, issue one or more Letters of Credit in U.S. Dollars, or, solely with respect to Canadian Letters of Credit, at the option of Borrowers’ Agent, in U.S. Dollars or in Canadian Dollars, in form and substance acceptable to such L/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or 30 days prior to the Termination Date (unless the Borrowers have provided Cash Collateral in compliance with the requirements of Section 4.5 as security for such Letter of Credit in an amount equal to 103% of the full amount then available for drawing under such Letter of Credit) in an aggregate face amount as set forth in Section 2.2(a), upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”). Notwithstanding anything contained in any Application to the contrary: (i) the Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 2.12(b), and (ii) if the applicable L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers hereby promise to pay) from and after the date such drawing is paid at a rate per annum (x) if such Letter of Credit is denominated in Canadian Dollars, equal to the sum of the Applicable Margin plus the Canadian Prime Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed) and (y) if such Letter of Credit is denominated in U.S. Dollars, equal to the sum of the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed); provided, however, that, after the occurrence and during the continuance of an Event of Default,

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upon the election of the Administrative Agent, acting at the request or with the consent of the Required Lenders with written notice to the Borrowers, or upon acceleration, the interest on such drawing shall be equal to the foregoing applicable rate per annum plus 2.0%. Without limiting the foregoing, each L/C Issuer’s obligation to issue, amend or extend the expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.2). Notwithstanding anything herein to the contrary, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit if any Lender is at such time a Defaulting Lender hereunder unless the Borrowers or such Defaulting Lender has provided Cash Collateral in compliance with Section 4.5 sufficient to eliminate the L/C Issuer’s risk with respect to the Defaulting Lender.

(c) The Reimbursement Obligations. Subject to Section 2.2(b), the obligation of the Borrowers to reimburse an L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Cincinnati time) on the date which each drawing is to be paid if the Borrowers have been informed of such drawing by such L/C Issuer on or before 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers after 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the Borrowers, and the Administrative Agent shall thereafter cause to be distributed to the applicable L/C Issuer such amount(s) in like funds. With respect to any Letter of Credit denominated in U.S. Dollars, the Borrowers shall reimburse the applicable L/C Issuer in U.S. Dollars. With respect to any Canadian Letter of Credit denominated in Canadian Dollars, the Borrowers shall reimburse the applicable Canadian L/C Issuer in Canadian Dollars, unless such Canadian L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in U.S. Dollars in an amount equal to the U.S. Dollar Equivalent of such Reimbursement Obligation. If the Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree that, notwithstanding any provision of any Application, their obligations under this Section 2.2(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrowers may otherwise have against the Administrative Agent, any L/C Issuer or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, of set-off the Borrowers may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, any L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged,

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fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or an L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or an L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.2(c), constitute a legal or equitable discharge of the Borrowers’ obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or the L/C Issuers 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 the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuers from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are caused by the applicable L/C Issuer’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 any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer 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, an L/C Issuer 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.

(d) The Participating Interests. Each U.S. Lender (other than the Lender acting as U.S. L/C Issuer with respect to the applicable U.S. Letter of Credit) severally and not jointly agrees to purchase from the U.S. L/C Issuers, and each such L/C Issuer hereby agrees to sell to each such U.S. Lender (a “U.S. Participating Lender”), an undivided participating interest (a “U.S. Participating Interest”) to the extent of its U.S. Revolver Percentage in each U.S. Letter of Credit issued by, and each U.S. Reimbursement Obligation owed to, such U.S. L/C Issuer. Each Canadian Lender (other than the Lender acting as Canadian L/C Issuer with respect to the applicable Canadian Letter of Credit) severally and not jointly agrees to purchase from the Canadian L/C Issuers, and each such L/C Issuer hereby agrees to sell to each such Canadian Lender (a “Canadian Participating Lender”), an undivided participating interest (a “Canadian Participating Interest”) to the extent of its Canadian Revolver Percentage in each Canadian Letter of Credit issued by, and each Canadian Reimbursement Obligation owed to, such Canadian L/C Issuer. Upon Borrowers’ failure to pay any Reimbursement Obligation on the date and at the time required, or if an L/C Issuer is required at any time to return to the Borrowers or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any

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Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from such L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m. (Cincinnati time), or not later than 1:00 p.m. (Cincinnati time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the applicable L/C Issuer an amount equal to such Participating Lender’s U.S. Revolver Percentage or Canadian Revolver Percentage, as applicable, of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the applicable L/C Issuer made the related payment to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the applicable L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, (x) if such Letter of Credit is denominated in Canadian Dollars, in Canadian Dollars the Canadian L/C Issuer’s cost of funds for such day and (y) if such Letter of Credit is denominated in U.S. Dollars, in U.S. Dollars the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, (x) if such Letter of Credit is denominated in Canadian Dollars, in Canadian Dollars the Canadian Prime Rate in effect for such day and (y) if such Letter of Credit is denominated in U.S. Dollars, in U.S. Dollars the Base Rate in effect for each such day. Each such Participating Lender shall, after making its appropriate payment, be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the applicable L/C Issuer retaining its Percentage thereof as a Lender hereunder.

The several obligations of the Participating Lenders to the L/C Issuers under this Section 2.2 shall be absolute, irrevocable and unconditional under any and all circumstances and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Lender may have or has had against the Borrowers, the applicable L/C Issuer, the Administrative Agent, any Lender or any other Person. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of the Commitment of any Lender, and each payment by a Participating Lender under this Section 2.2 shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Indemnification. The Participating Lenders shall, severally, to the extent of their respective Percentages, indemnify each L/C Issuer (to the extent not reimbursed by the Borrowers) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from an L/C Issuer’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment) that an L/C Issuer may suffer or incur in connection with any Letter of Credit issued by it. The obligations of the Participating Lenders under this Section 2.2(e) and all other parts of this Section 2.2 shall survive termination of this Agreement and of all Applications, Letters of Credit, and all drafts and other documents presented in connection with drawings thereunder.

(f) Manner of Requesting a Letter of Credit. The Borrowers’ Agent shall provide at least three Business Days’ advance written notice to the Administrative Agent (or such lesser

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notice as the Administrative Agent and the applicable L/C Issuer may agree in their sole discretion) of each request for the issuance of a Letter of Credit, each such notice to be accompanied by a properly completed and executed Application for the requested Letter of Credit and, in the case of an extension or amendment or an increase in the amount of a Letter of Credit, a written request therefor, in a form acceptable to the Administrative Agent and the applicable L/C Issuer, in each case, together with the fees called for by this Agreement. The Administrative Agent shall promptly notify the applicable L/C Issuer of the Administrative Agent’s receipt of each such notice (and the applicable L/C Issuer shall be entitled to assume that the conditions precedent to any such issuance, extension, amendment or increase have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders) and the applicable L/C Issuer shall promptly notify the Administrative Agent and the Lenders of the issuance of a Letter of Credit.

(g) Conflict with Application. In the event of any conflict or inconsistency between this Agreement and the terms of any Application, the terms of this Agreement shall control. Notwithstanding anything else to the contrary in this Agreement, any Application or any other document related to issuing a Letter of Credit, any grant of a security interest pursuant to any Application shall be null and void.

(h) Increases in the U.S. L/C Sublimit. The U.S. L/C Sublimit may be increased pursuant to Section 2.1(b).

(i) L/C Issuer Reports to Administrative Agent. Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall, in addition to its notification obligations set forth elsewhere in this Section 2.2, report in writing to the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Letters of Credit issued by such L/C Issuer, including all issuances, extensions, amendments and renewals, all expirations and cancellations and all disbursements and reimbursements, (ii) reasonably prior to the time that such L/C Issuer issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or extension and the face amount of the Letters of Credit issued, amended, renewed or extended by such L/C Issuer outstanding after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed), (iii) on each Business Day on which such L/C Issuer honors any drawing under any Letter of Credit, the date and amount of the drawing so honored, (iv) on any Business Day on which any Borrower fails to reimburse any drawing under a Letter of Credit as required hereunder, the date of such failure and the amount of such unreimbursed drawing, and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such L/C Issuer.

(j) Designation of Additional L/C Issuer; Termination of any L/C Issuer.

(i) The Borrowers’ Agent may, at any time and from time to time, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) designate as additional L/C Issuers one or more Lenders that agree to serve in such capacity as provided in this Section. The acceptance by a Lender of an appointment as an L/C Issuer hereunder shall be evidenced by an agreement, which shall be in form and

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substance reasonably satisfactory to the Administrative Agent, executed by the Borrowers’ Agent, the Administrative Agent and such designated Lender and, from and after the effective date of such agreement, (A) such Lender shall have all the rights and obligations of an L/C Issuer under this Agreement and (B) references herein to the term L/C Issuer shall be deemed to include such Lender in its capacity as an issuer of Letters of Credit hereunder.

(ii) The Borrowers’ Agent may terminate the appointment of any L/C Issuer as an L/C Issuer hereunder by providing a written notice thereof to such L/C Issuer, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (A) such L/C Issuer acknowledging receipt of such notice and (B) the 10th Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the L/C Obligations attributable to Letters of Credit issued by such L/C Issuer shall have been reduced to zero. At the time any such termination shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the terminated L/C Issuer pursuant to Section 2.12(b). Notwithstanding the effectiveness of any such termination, the terminated L/C Issuer shall remain a party hereto and shall continue to have all the rights of an L/C Issuer under this Agreement with respect to Letters of Credit issued by it prior to such termination, but shall not issue any additional Letters of Credit.

(k) Responsibility of each L/C Issuer. In determining whether to honor any drawing under any Letter of Credit, the sole responsibility of L/C Issuer shall be to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether such documents appear on their face to be in accordance with the terms and conditions of such Letter of Credit. As between the Borrowers and any L/C Issuer, the Borrowers assume all risks of the acts and omissions of, or misuse of any Letters of Credit by, the beneficiary of any Letter of Credit. In furtherance and not in limitation of the foregoing, none of the L/C Issuers or any of their Related Parties shall have any responsibility for (and none of their rights or powers hereunder shall be affected or impaired by) (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason, (iii) failure of the beneficiary of any Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit, provided that the L/C Issuer’s determination that documents presented under the Letter of Credit complied with the terms thereof did not constitute gross negligence or willful misconduct of the L/C Issuer (as determined by a court of competent jurisdiction by a final and nonappealable judgment), (iv) errors, omissions, interruptions or delays in transmission or delivery of any message, by mail, facsimile or otherwise, whether or not they be in cipher, (v) errors in interpretation of technical terms, (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit, (vii) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit, or (viii) any consequences arising from causes beyond the control of the applicable L/C Issuer, including any

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Legal Requirement. Without limiting the foregoing, any act taken or omitted to be taken by an L/C Issuer under or in connection with the Letters of Credit or any documents or certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of such L/C Issuer to the Borrowers. Notwithstanding anything to the contrary contained in this Section 2.2(k), the Borrowers shall retain any and all rights it may have against an L/C Issuer for any liability to the extent arising out of the gross negligence, bad faith or willful misconduct of such L/C Issuer, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Section 2.3. Applicable Interest Rates.

(a) Base Rate Loans. Each Base Rate Loan made or maintained by a Lender shall bear interest (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual days elapsed) in U.S. Dollars on the unpaid principal amount thereof from the date such Loan is advanced or created by conversion from a EurodollarTranche Rate Loan until, but excluding, the date of repayment thereof, at a rate per annum equal to the sum of the Applicable Margin plus the Base Rate from time to time in effect, payable in arrears on the last Business Day of each month and at maturity (whether by acceleration or otherwise).

(b) Canadian Prime Rate Loans. Each Canadian Prime Rate Loan made or maintained by a Canadian Lender shall bear interest (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual days elapsed) in Canadian Dollars on the unpaid principal amount thereof, both before and after maturity, default and judgment, from the date such Loan is advanced or created by conversion, but excluding the date of repayment thereof, at a rate per annum equal to the sum of the Applicable Margin plus the Canadian Prime Rate from time to time in effect, payable in arrears on the last Business Day of each month and at maturity (whether by acceleration or otherwise).

(c) EurodollarTranche Rate Loans. Each EurodollarTranche Rate Loan made or maintained by a Lender shall bear interest in U.S. Dollars during each Interest Period it is outstanding (computed on the basis of a year of 360 days and actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced, continued or created by conversion from a Base Rate Loan until, but excluding, the date of repayment thereof, at a rate per annum equal to the sum of the Tranche Rate or Daily Simple SOFR, as applicable, plus the Applicable Margin plus the Tranche Rate Adjustmednt LIBOR applicable for such Interest Period, payable in arrears on the last day of the Interest Period and at maturity (whether by acceleration or otherwise).

(d) Canadian CDOR Loans. Each Canadian CDOR Loan made or maintained by a Lender shall bear interest in Canadian Dollars during each Interest Period it is outstanding (computed on the basis of a year of 360 days and actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced, continued or created by conversion from a Canadian Prime Rate Loan until, but excluding, the date of repayment thereof, at a rate per annum equal to the sum of the Applicable Margin plus the CDOR Rate applicable for such Interest Period, payable in arrears on the last day of the Interest Period and at maturity (whether by acceleration or otherwise).

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(e) Default Rate. While any Event of Default exists or after acceleration, the Borrowers shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the principal amount of all Loans owing by it at a rate per annum equal to:

(i) for any Base Rate Loan and any Swing Loan bearing interest at the Base Rate, the sum of 2.0% per annum plus the Applicable Margin plus the Base Rate from time to time in effect;

(ii) for any Canadian Prime Rate Loan and any Canadian Swing Loan bearing interest at the Canadian Prime Rate, the sum of 2.0% plus the Applicable Margin plus the Canadian Prime Rate from time to time in effect; and

(iii) for any EurodollarTranche Rate Loan and Canadian CDOR Loan, and any U.S. Swing Loan and any Canadian Swing Loan bearing interest at the Swing Line Lender’s Quoted Rate, the sum of 2.0% per annum plus the rate of interest in effect thereon at the time of such Event of Default until the end of the Interest Period applicable thereto and, thereafter, at a rate per annum equal to the sum of 2.0% plus either (x) for Loans in U.S. Dollars, the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect, or (y) for Loans in Canadian Dollars, the Applicable Margin plus the Canadian Prime Rate from time to time in effect, as applicable.

provided, however, that in the absence of acceleration (in which case, for the sake of clarity, any increase in interest rates pursuant to this Section and any conversion of Loans into Base Rate Loans or Canadian Prime Rate Loans shall be automatic), any increase in interest rates pursuant to this Section and any conversion of Loans into Base Rate Loans or Canadian Prime Rate Loans shall be made at the election of the Administrative Agent, acting at the request or with the consent of the Required Lenders, with written notice to the Borrowers. While any Event of Default exists or after acceleration, accrued interest shall be paid on demand of the Administrative Agent at the request or with the consent of the Required Lenders.

(f) Rate Determinations. The Administrative Agent shall determine each interest rate applicable to the Loans and the Reimbursement Obligations hereunder, and its determination thereof shall be conclusive and binding except in the case of manifest error.

(g) Interest Act (Canada). For the purpose of complying with the Interest Act (Canada), it is expressly stated that, (i) where interest is calculated pursuant hereto at a rate based upon a 360-day period (for the purposes of this Section the “first rate”), the yearly rate or percentage of interest to which the first rate is equivalent is the first rate multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360; (ii) where interest is calculated pursuant hereto at a rate based on a 365 or 366 day period (for the purposes of this Section the “second rate”), the yearly rate or percentage of interest to which the second rate is equivalent is the second rate multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 365 or 366 (as may be applicable); and (iii) the parties hereto acknowledge that there is a material distinction between the nominal and effective rates of interest and that they are capable of making the calculations necessary to

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compare such rates and that the calculations herein are to be made using the nominal rate method and not on any basis that gives effect to the principle of deemed reinvestment of interest.

(h) Tranche Rate Conforming Changes. In connection with the use or administration of the Tranche Rate, the Administrative Agent (in consultation with the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrowers and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of the Tranche Rate.

Section 2.4. Manner of Borrowing Loans and Designating Applicable Interest Rates.

(a) Notice to the Administrative Agent. The Borrowers’ Agent shall give notice to the Administrative Agent by no later than 12:00 Noon (Cincinnati time): (i) at least 3 Business Days before the date on which the Borrowers’ Agent requests the Lenders to advance a Borrowing of EurodollarTranche Rate Loans or Canadian CDOR Loans; (ii) at least 2 Business Days before the date on which the Borrowers’ Agent requests the Lenders to advance a Borrowing of Canadian Prime Rate Loans; and (iii) on the date the Borrowers’ Agent requests the Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice; provided that, the Borrowers’ Agent and the Administrative Agent may agree that, notwithstanding anything to the contrary in this Agreement, for a Borrowing of Eurodollar Loans on the Closing Date, (x) LIBOR shall be equal to the LIBOR Index Rate for a period of one month and (y) the initial Interest Period shall commence on the Closing Date and end on October 31, 2018. Thereafter, the Borrowers’ Agent may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 2.5, a portion thereof, as follows: (i) if such Borrowing is of EurodollarTranche Rate Loans, on the last day of the Interest Period applicable thereto, the Borrowers’ Agent may continue part or all of such Borrowing as EurodollarTranche Rate Loans or convert part or all of such Borrowing into Base Rate Loans, or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrowers may convert all or part of such Borrowing into EurodollarTranche Rate Loans for an Interest Period or Interest Periods specified by the Borrowers’ Agent, (iii) if such Borrowing is of Canadian Prime Rate Loans, on any Business Day, the Borrowers may convert all or part of such Borrowing into Canadian CDOR Loans for an Interest Period or Interest Periods specified by the Borrowers’ Agent, or (iv) if such Borrowing is of Canadian CDOR Loans, on the last day of the Interest Period applicable thereto, the Borrowers’ Agent may continue part or all of such Borrowing as Canadian CDOR Loans or convert part or all of such Borrowing into Canadian Prime Rate Loans. The Borrowers’ Agent shall give all such notices requesting the advance, continuation or conversion of a Borrowing to the Administrative Agent by email (with a pdf copy of the applicable fully-executed notice), telephone, or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing in a manner acceptable to the Administrative Agent), substantially in the form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the Administrative Agent. Notice of (i) the continuation of a Borrowing of EurodollarTranche Rate

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Loans or Canadian CDOR Loans for an additional Interest Period, (ii) the conversion of part or all of a Borrowing of Base Rate Loans into EurodollarTranche Rate Loans, or (iii) the conversion of part or all of a Borrowing of Canadian Prime Rate Loans into Canadian CDOR Loans must be given, in each instance, by no later than 12:00 Noon (Cincinnati time) at least 3 Business Days before the date of the requested continuation or conversion. Notice of (i) the conversion of part or all of a Borrowing of Canadian CDOR Loans on any day other than the last day of its Interest Period into Canadian Prime Rate Loans, and (ii) the conversion of part or all of a Borrowing of EurodollarTranche Rate Loans on any day other than the last day of its Interest Period into a Borrowing of Base Rate Loans must be given, in each instance, by no later than 12:00 Noon (Cincinnati time) at least 2 Business Days before the date of the requested conversion. All notices concerning the advance, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of EurodollarTranche Rate Loans or Canadian CDOR Loans, the Interest Period applicable thereto. The Borrowers agree that the Administrative Agent may rely on any such email, telephonic or telecopy notice given by any person the Administrative Agent in good faith believes is an Authorized Representative without the necessity of independent investigation (the Borrowers hereby indemnify the Administrative Agent from any liability or loss ensuing from such reliance) and, in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Administrative Agent has acted in reliance thereon.

(b) Notice to the Lenders. The Administrative Agent shall give prompt telephonic or telecopy, or e-mail notice to each Lender of any notice from the Borrowers’ Agent received pursuant to Section 2.4(a) above and, if such notice requests the Lenders to make EurodollarTranche Rate Loans, the Administrative Agent shall give notice to the Borrowers’ Agent and each Lender of the interest rate applicable thereto promptly after the Administrative Agent has made such determination and, if such Borrowing is denominated in Canadian Dollars, of the Original Dollar Amount thereof.

(c) Borrower’s Failure to Notify; Automatic Continuations and Conversions; Automatic Extensions of Revolving Loans if Reimbursement Obligations Not Repaid. If the Borrowers’ Agent fails to give proper notice of the continuation or conversion of any outstanding Borrowing of EurodollarTranche Rate Loans or Canadian CDOR Loans before the last day of its then current Interest Period within the period required by Section 2.4(a) or, whether or not such notice has been given, one or more of the conditions set forth in Section 3.1 for the continuation or conversion of a Borrowing of EurodollarTranche Rate Loans or Canadian CDOR Loans, as applicable, would not be satisfied, and such Borrowing is not prepaid in accordance with Section 2.7(a), any such Borrowing of EurodollarTranche Rate Loans shall automatically be converted into a Borrowing of Base Rate Loans and any such Borrowing of Canadian CDOR Loans shall automatically be converted into a Borrowing of Canadian Prime Rate Loans, as applicable. In the event the Borrowers’ Agent fails to give notice pursuant to Section 2.4(a) of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 1:00 p.m. (Cincinnati time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed

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under this Agreement, the Borrowers shall be deemed to have requested (i) with respect to Reimbursement Obligations arising from any U.S. Letter of Credit, a Borrowing of Base Rate Loans under the U.S. Revolving Credit (or, at the option of the Administrative Agent, under the U.S. Swing Line) or (ii) with respect to Reimbursement Obligations in Canadian Dollars arising from any Canadian Letter of Credit, a Borrowing of Canadian Prime Rate Loans under the Canadian Revolving Credit and with respect to Reimbursement Obligations in U.S. Dollars arising from any Canadian Letter of Credit, a Borrowing of Base Rate Loans under the Canadian Revolving Credit (or, at the option of the Administrative Agent, in each such event, under the Canadian Swing Line), in any event on such day in the amount of the Reimbursement Obligation then due, which such Borrowing, if otherwise available hereunder, shall be applied to pay the Reimbursement Obligation then due.

(d) Disbursement of Loans. Not later than 2:00 p.m. (Cincinnati time) on the date of any requested advance of a new Borrowing, subject to Section 2, each Lender shall make available its Loan comprising part of such Borrowing in funds immediately available (i) in the case of Loans denominated in U.S. Dollars, at the principal office of the Administrative Agent in Cincinnati, Ohio, and (ii) in the case of Loans denominated in Canadian Dollars, at the principal office of the Administrative Agent in Cincinnati, Ohio in such funds as are then customary for the settlement of international transactions in such currency and no later than such local time as is necessary for such funds to be received and transferred to the Borrowers for same day value on the date of the Borrowing. The Administrative Agent shall make the proceeds of each new Borrowing available to the Borrowers at the Administrative Agent’s principal office in Cincinnati, Ohio.

(e) Administrative Agent Reliance on Lender Funding. Unless the Administrative Agent shall have received notice from a Lender prior to (or, in the case of a Borrowing of Base Rate Loans or Canadian Prime Rate Loans, by 1:00 p.m. (Cincinnati time) on) the date on which such Lender is scheduled to make available to the Administrative Agent of its share of a Borrowing (which notice shall be effective upon receipt) that such Lender does not intend to make such share available, the Administrative Agent may assume that such Lender has made such share available in accordance with Section 2.4(d) when due and the Administrative Agent, in reliance upon such assumption, may (but shall not be required to) make available to the Borrowers a corresponding amount in the applicable currency (each such advance, a “Disproportionate Advance”) and, if any Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, such Lender shall, on demand, make available to the Administrative Agent the Disproportionate Advance attributable to such Lender together with interest thereon in respect of each day during the period commencing on the date such Disproportionate Advance was made available to the Borrowers and ending on (but excluding) the date such Lender makes available such Disproportionate Advance to the Administrative Agent at a rate per annum equal to: (i) from the date the Disproportionate Advance was made by the Administrative Agent to the date 2 Business Days after payment by such Lender is due hereunder, (x) with respect to a Loan denominated in U.S. Dollars, the greater of, for each such day, (1) the Federal Funds Rate and (2) an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, or (y) with respect to a Loan denominated in Canadian Dollars, the CDOR Rate for each such day, as determined by the Administrative Agent, plus any standard administrative or processing fees charged by the

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Administrative Agent in connection with such Lender’s non-payment and (ii) from the date 2 Business Days after the date such share of the applicable Borrowing is due from such Lender to the date such payment is made by such Lender, with respect to a Loan denominated in U.S. Dollars, the Base Rate in effect for each such day and, with respect to a Loan denominated in Canadian Dollars, the Canadian Prime Rate in effect on such day. If such amount is not received from such Lender by the Administrative Agent immediately upon demand, the Borrowers will, promptly following written demand from the Administrative Agent, repay to the Administrative Agent the proceeds of the Loan attributable to such Disproportionate Advance with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a Loan under Section 8.1 so that the Borrowers will have no liability under such Section with respect to such payment. If the Borrowers and such Lender shall pay interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrowers under this Section shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Section 2.5. Minimum Borrowing Amounts; Maximum EurodollarTranche Rate Loans. Each Borrowing of Base Rate Loans advanced under the U.S. Revolving Credit or the Canadian Revolving Credit shall be in an amount not less than U.S. $300,000. Each Borrowing of Canadian Prime Rate Loans advanced under the Canadian Revolving Credit shall be in an amount not less than Cdn. $300,000. Each Borrowing of EurodollarTranche Rate Loans advanced, continued or converted under the U.S. Revolving Credit or the Canadian Revolving Credit shall be in an amount equal to U.S. $1,000,000 or such greater amount that is an integral multiple of U.S. $100,000. Each Borrowing of Canadian CDOR Loans advanced, continued or converted under the Canadian Revolving Credit shall be in an amount equal to Cdn. $1,000,000 or such greater amount that is an integral multiple of Cdn. $100,000. Without the Administrative Agent’s consent, there shall not be more than seven (7) Borrowings of EurodollarTranche Rate Loans and Canadian CDOR Loans, in the aggregate, outstanding at any one time.

Section 2.6. Maturity of Loans. Each Revolving Loan and each Swing Loan, both for principal and interest not sooner paid, shall mature and become due and payable by the Borrowers on the Termination Date.

Section 2.7. Prepayments.

(a) Voluntary. The Borrowers may prepay without premium or penalty (except as set forth in Section 8.1 below) and in whole or in part any Borrowing of (i) EurodollarTranche Rate Loans or Canadian CDOR Loans at any time upon 3 Business Days prior notice by the Borrowers’ Agent to the Administrative Agent or, (ii) in the case of a Borrowing of Base Rate Loans, Canadian Prime Rate Loans, or Swing Loans bearing interest at the Swing Line Lender’s Quoted Rate, notice delivered by the Borrowers’ Agent to the Administrative Agent no later than 10:00 a.m. (Cincinnati time) on the date of prepayment (or, in any case, such shorter time period then agreed to by the Administrative Agent), such prepayment to be made by the payment of the

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principal amount to be prepaid and, in the case of any EurodollarTranche Rate Loans or Canadian CDOR Loans, accrued interest thereon to the date fixed for prepayment plus any amounts due the Lenders under Section 8.1; provided, however, the Borrowers may not partially repay a Borrowing (i) if such Borrowing is of Base Rate Loans (other than a Swing Loan), in a principal amount less than U.S. $500,000, (ii) if such Borrowing is of EurodollarTranche Rate Loans, in a principal amount less than U.S. $1,000,000, (iii) if such Borrowing is of Canadian Prime Rate Loans (other than a Swing Loan), in an amount not less than Cdn. $500,000, (iv) if such Borrowing is of Canadian CDOR Loans, in a principal amount less than Cdn. $1,000,000 and (v) in each case, unless it is in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.5 remains outstanding. The Administrative Agent shall promptly advise each Lender of any notice of prepayment by the Borrowers.

(b) Mandatory.

(i) If any Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition (other than Dispositions permitted under Section 6.13(r)) or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (x) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in its notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 365 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such 365-day period. Promptly after the end of such 365-day period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers not so invested or reinvested. The amount of each such prepayment shall be applied then to the U.S. Revolving Loans and the Canadian Revolving Loans on a ratable basis (in accordance with the outstanding principal amounts thereof) until all outstanding Revolving Loans are paid in full and then to the U.S. Swing Loans and the Canadian Swing Loans on a ratable basis (in accordance with the outstanding principal amounts thereof).

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(ii) If after the Restatement Effective Date any Borrower or any Subsidiary shall issue any new equity securities (other than equity securities issued to any director, manager, or employee as part of an employee incentive program, equity securities issued to the seller of an Acquired Business in connection with an Acquisition permitted by the terms hereof, if any, and, so long as no Event of Default exists at the time of any such issue, any Designated Canadian Equity Issuances, if any) or incur or assume any Indebtedness other than that permitted by Section 6.11, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such issuance, incurrence or assumption the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the U.S. Revolving Loans and Canadian Revolving Loans on a ratable basis (in accordance with the outstanding principal amounts thereof) until all outstanding Revolving Loans are paid in full and then to the U.S. Swing Loans and Canadian Swing Loans on a ratable basis (in accordance with the outstanding principal amounts thereof). The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 6.11 or any other terms of this Agreement.

(iii) The Borrowers shall, on each date the U.S. Revolving Credit Commitments are reduced pursuant to Section 2.9, prepay the U.S. Revolving Loans and, if necessary, U.S. Swing Loans and, if necessary, in accordance with Section 4.5, Cash Collateralize 103% of the then-outstanding U.S. L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of U.S. Revolving Loans, U.S. Swing Loans and U.S. L/C Obligations then outstanding to the amount to which the Commitments have been so reduced; and the Borrowers shall, on each date the Canadian Revolving Credit Commitments are reduced pursuant to Section 2.9, prepay the Canadian Revolving Loans and, if necessary, Canadian Swing Loans and, if necessary, in accordance with Section 4.5, Cash Collateralize 103% of the then-outstanding Canadian L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Canadian Revolving Loans, Canadian Swing Loans and Canadian L/C Obligations then outstanding to the amount to which the Commitments have been so reduced; and

(iv) Unless the Borrowers otherwise direct, prepayments of Loans under this Section 2.7(b) shall be applied first to Borrowings of Base Rate Loans and Canadian Prime Rate Loans, as the case may be, until payment in full thereof with any balance applied to Borrowings of EurodollarTranche Rate Loans and Canadian CDOR Loans, as the case may be, in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.7(b) shall be made by the payment of the principal amount to be prepaid and, in the case of any EurodollarTranche Rate Loans or Canadian CDOR Loans, accrued interest thereon to the date of prepayment together with any amounts due the Lenders under Section 8.1. Each prefunding of L/C Obligations shall be made in accordance with Section 4.5.

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(c) The Administrative Agent will promptly advise each Lender of any notice of prepayment it receives from the Borrowers, and in the case of any partial prepayment, such prepayment shall be applied to the remaining amortization payments on the relevant Loans in the inverse order of maturity.

Section 2.8. Place and Application of Payments.

(a) General Terms. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrowers under this Agreement and the other Loan Documents, shall be made by the Borrowers to the Administrative Agent (i) in the case of Loans denominated in U.S. Dollars by no later than 1:00 p.m. (Cincinnati time) on the due date thereof at the office of the Administrative Agent in Cincinnati, Ohio (or such other location as the Administrative Agent may designate to the Borrowers in writing) for the benefit of the Lender or Lenders entitled thereto, and (ii) in the case of Loans denominated in Canadian Dollars, to the Administrative Agent by no later than 1:00 p.m. (Cincinnati time) at the place of payment to such office as the Administrative Agent has previously specified in a notice to the Borrowers, for the benefit of the Lender or Lenders entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars or Canadian Dollars, as applicable, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement.

(b) Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an L/C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or such L/C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the applicable L/C Issuer, 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 L/C Issuer, 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 a rate per annum equal to: (i) from the date the distribution was made to the date 2 Business Days after payment by such Lender is due hereunder, (x) if such scheduled payment was to be made in U.S. Dollars, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (y) if such scheduled payment was to be made in Canadian Dollars, the CDOR Rate for each such day and (ii) from the date 2 Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, (x) if such scheduled payment was to be made in U.S. Dollars, the Base Rate in effect for each such day and (y) if such scheduled

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payment was to be made in Canadian Dollars, the Canadian Prime Rate in effect for each such day.

(c) Application of Collateral Proceeds Before Default. Prior to the occurrence of an Event of Default, subject to Section 2.7(b), all payments and collections received in respect of the Obligations and all proceeds of Collateral shall (subject to the other terms of this Agreement) be applied by the Administrative Agent against the outstanding Obligations as follows:

(i) first, to any outstanding fees, charges, and expenses then due to the Administrative Agent and the Lenders;

(ii) second, to outstanding interest charges then due in respect of the Obligations;

(iii) third, to the outstanding principal balance of the U.S. Swing Loans and to the outstanding principal balance of the Canadian Swing Loans on a ratable basis (in accordance with the outstanding principal amounts thereof) until all outstanding Swing Loans are paid in full;

(iv) fourth, to the outstanding principal balance of the U.S. Revolving Loans and U.S. Reimbursement Obligations in respect of amounts drawn under U.S. Letters of Credit and to the outstanding principal balance of the Canadian Revolving Loans and Canadian Reimbursement Obligations in respect of amounts drawn under the Canadian Letters of Credit on a ratable basis (in accordance with the outstanding principal amounts thereof) until all outstanding Revolving Loans and unpaid Reimbursement Obligations are paid in full; and

(v) finally, to be made available to the Borrowers or whoever else may be lawfully entitled thereto.

(d) Application of Collateral Proceeds after Default. Anything contained herein to the contrary notwithstanding, (x) pursuant to the exercise of remedies under Sections 7.2 and 7.3 or (y) after written instruction by the Required Lenders after the occurrence and during the continuation of an Event of Default, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders shall be remitted to the Administrative Agent and distributed as follows:

(i) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan Documents, which the Borrowers have agreed to pay the Administrative Agent under Section 10.12 (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to

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the Lenders to reimburse them for payments theretofore made to the Administrative Agent);

(ii) second, to the payment of principal and interest on Swing Loans until paid in full;

(iii) third, to the payment of any outstanding interest (other than on Swing Loans) and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;

(iv) fourth, to the payment of principal on the U.S. Loans (other than U.S. Swing Loans) and Canadian Loans (other than Canadian Swing Loans) on a ratable basis (in accordance with the outstanding principal amounts thereof), unpaid U.S. Reimbursement Obligations and Canadian Reimbursement Obligations on a ratable basis (in accordance with the outstanding principal amounts thereof), together with Cash Collateral for any outstanding U.S. L/C Obligations and Canadian L/C Obligations on a ratable basis pursuant to Section 7.4 (until the Administrative Agent is holding Cash Collateral equal to 103% of the then outstanding amount of all such L/C Obligations), Bank Product Liability, and Hedging Liability, the aggregate amount paid to, or held as collateral security for, the Lenders and, in the case of Hedging Liability, their Affiliates to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;

(v) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Borrowers and their Subsidiaries secured by the Collateral Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and

(vi) sixth, to the Borrowers or whoever else may be lawfully entitled thereto.

Notwithstanding anything contained herein to the contrary, no proceeds of any Collateral or payment made under or in respect of any Guaranty received from any person who is not an “eligible contract participant” as defined in the Commodities Exchange Act shall be applied to the payment of any Hedging Liability, but appropriate adjustments shall be made with respect to payments from the Borrowers and the Guarantors to preserve the allocation to Hedging Liability otherwise set forth in this Section.

Section 2.9. Voluntary Commitment Terminations. The Borrowers shall have the right at any time and from time to time, upon 3 Business Days prior written notice to the Administrative Agent (or such shorter period of time agreed to by the Administrative Agent), to terminate the Commitments in whole or in part, any partial termination to be (a) in an amount not less than U.S. $1,000,000 and (b) allocated ratably among the Lenders in proportion to their respective Percentages, provided that the U.S. Commitments may not be reduced to an amount less than the sum of the aggregate principal amount of U.S. Revolving Loans, U.S. Swing Loans and U.S. L/C Obligations then outstanding and the Canadian Commitments may not be reduced to an amount less than the sum of the aggregate principal amount of Canadian Revolving Loans,

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Canadian Swing Loans and Canadian L/C Obligations then outstanding. Any termination of the U.S. Commitments below the U.S. L/C Sublimit then in effect shall reduce the U.S. L/C Sublimit by a like amount. Any termination of the U.S. Commitments below the U.S. Swing Line Sublimit then in effect shall reduce the U.S. Swing Line Sublimit by a like amount. Any termination of the Canadian Commitments below the Canadian L/C Sublimit then in effect shall reduce the Canadian L/C Sublimit by a like amount. Any termination of the Canadian Commitments below the Canadian Swing Line Sublimit then in effect shall reduce the Canadian Swing Line Sublimit by a like amount. The Administrative Agent shall give prompt notice to each Lender of any such termination of the Commitments. Any termination of the Commitments pursuant to this Section 2.9 may not be reinstated.

Section 2.10. Swing Loans.

(a) Generally. Subject to the terms and conditions hereof, as part of the U.S. Revolving Credit, the Administrative Agent agrees to make loans (a) in U.S. Dollars to the Borrowers under the U.S. Swing Line (individually a “U.S. Swing Loan” and collectively the “U.S. Swing Loans”) which shall not in the aggregate at any time outstanding exceed the U.S. Swing Line Sublimit and (b) in U.S. Dollars or Canadian Dollars to the Borrowers under the Canadian Swing Line (individually a “Canadian Swing Loan” and collectively the “Canadian Swing Loans”; the Canadian Swing Loans, together with the U.S. Swing Loans, collectively, the “Swing Loans”) with a U.S. Dollar Equivalent which shall not in the aggregate at any time outstanding exceed the Canadian Swing Line Sublimit; provided, however, (x) the sum of the aggregate principal amount of U.S. Revolving Loans, U.S. Swing Loans and U.S. L/C Obligations at any time outstanding shall not exceed the sum of all U.S. Revolving Credit Commitments in effect at such time; and (y) the U.S. Dollar Equivalent of the sum of the aggregate principal amount of Canadian Revolving Loans, Canadian Swing Loans and Canadian L/C Obligations at any time outstanding shall not exceed the sum of all Canadian Revolving Credit Commitments in effect at such time. The Swing Loans may be availed of by the Borrowers from time to time and borrowings thereunder may be repaid and used again during the period ending on the Termination Date; provided that each Swing Loan matures and is due and payable on the last day of the Interest Period applicable thereto. Each Swing Loan advanced in U.S. Dollars shall be in a minimum amount of U.S. $250,000 or such greater amount which is an integral multiple of U.S. $100,000. Each Swing Loan advanced in Canadian Dollars shall be in a minimum amount of Cdn. $250,000 or such greater amount which is an integral multiple of Cdn. $100,000. Notwithstanding anything herein to the contrary, the Administrative Agent shall be under no obligation to make any Swing Loan if any Lender is at such time a Defaulting Lender hereunder unless the Borrowers or such Defaulting Lender has provided Cash Collateral in compliance with Section 4.5 sufficient to eliminate the Swing Line Lender’s risk with respect to such Defaulting Lender.

(b) Interest on Swing Loans. Each Swing Loan advanced in U.S. Dollars shall bear interest in U. S. Dollars until maturity (whether by acceleration or otherwise) at a rate per annum equal to, at the option of the Borrowers, (i) the sum of the Base Rate plus the Applicable Margin for Base Rate Loans under the U.S. Revolving Credit or the Canadian Revolving Credit as from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed), or (ii) the Swing Loan Lender’s Quoted Rate therefore

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(computed on the basis of a year of 360 days for the actual number of days elapsed). Each Swing Loan advanced in Canadian Dollars shall bear interest in Canadian Dollars until maturity (whether by acceleration or otherwise) at a rate per annum equal to, at the option of the Borrowers, (i) the sum of the Canadian Prime Rate plus the Applicable Margin for Canadian Prime Rate Loans under the Canadian Revolving Credit as from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed), or (ii) the Swing Loan Lender’s Quoted Rate therefore (computed on the basis of a year of 360 days for the actual number of days elapsed). Interest on each Swing Loan shall be due and payable prior to such maturity on the last day of each Interest Period applicable thereto.

(c) Requests for Swing Loans. The Borrowers’ Agent shall give the Swing Line Lender prior notice (which may be written or oral), no later than 1:00 p.m. (Cincinnati time) on the date upon which the Borrowers’ Agent requests that any Swing Loan be made, of the amount and date of such Swing Loan, the Interest Period requested therefore, and, with respect to Canadian Swing Loans, the requested currency of Canadian Dollars or U.S. Dollars. Within 30 minutes after receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrowers’ Agent at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrowers for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrowers acknowledge and agree that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrowers do not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrowers’ Agent for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and any such Swing Loan advanced in U.S. Dollars shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans to the Base Rate as from time to time in effect, and any such Canadian Swing Loan advanced in Canadian Dollars shall bear interest at the rate per annum determined by adding the Applicable Margin for Canadian Prime Rate Loans to the Canadian Prime Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of any such Swing Loan advanced in U.S. Dollars shall be made available to the Borrowers on the date so requested at the offices of the Swing Line Lender in Cincinnati, Ohio, and the proceeds of such Canadian Swing Loan advanced in Canadian Dollars shall be made available to the Borrowers on the date so requested at the offices of the Swing Line Lender in Cincinnati, Ohio. Anything contained in the foregoing to the contrary notwithstanding (i) the obligation of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement, and (ii) the Swing Line Lender shall not be obligated to make more than one Swing Loan during any one day.

(d) Refunding of Swing Loans. In its sole and absolute discretion, the Administrative Agent may at any time, at the direction of the Swing Line Lender, on behalf of the Borrowers, (which the Borrowers hereby irrevocably authorizes the Administrative Agent to act on their behalf for such purpose) and with notice to the Borrowers, request (i) each U.S. Lender to make a U.S. Revolving Loan in the form of a Base Rate Loan in an amount equal to such Lender’s U.S. Revolver Percentage of the amount of the U.S. Swing Loans outstanding on the date such notice is given, and (ii) each Canadian Lender to make a Canadian Revolving Loan in the form of (A) a Base Rate Loan in an amount equal to such Canadian Lender’s Canadian Revolver Percentage of the amount of the Canadian Swing Loans outstanding in U.S. Dollars on the date

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such notice is given and (B) a Canadian Prime Rate Loan in an amount equal to such Canadian Lender’s Canadian Revolver Percentage of the amount of the Canadian Swing Loans outstanding in Canadian Dollars on the date such notice is given. Unless an Event of Default described in Section 7.1(j) or 7.1(k) exists with respect to any Borrower, regardless of the existence of any other Event of Default, each Lender shall make the proceeds of its requested Revolving Loan available to the Administrative Agent, in immediately available funds, with respect to Swing Loans in U.S. Dollars or Canadian Dollars, at the Administrative Agent’s principal office in Cincinnati, Ohio before 12:00 Noon (Cincinnati time) two Business Days following the day such notice is given. The proceeds of such Borrowing of U.S. Revolving Loans shall be immediately applied to repay the outstanding U.S. Swing Loans, and the proceeds of such Borrowing of Canadian Revolving Loans shall be immediately applied to repay the outstanding Canadian Swing Loans

(e) Participations. If any Lender refuses or otherwise fails to make a Revolving Loan when requested by the Administrative Agent pursuant to Section 2.10(d) above (because an Event of Default described in Section 7.1(j) or 7.1(k) exists with respect to the Borrowers or otherwise), such Lender will, by the time and in the manner such Revolving Loan was to have been funded to the Administrative Agent, purchase from the Administrative Agent an undivided participating interest in the outstanding Swing Loans in an amount equal to its Percentage of the aggregate principal amount of Swing Loans that were to have been repaid with such Revolving Loans; provided that the foregoing purchases shall be deemed made hereunder without any further action by such Lender or the Administrative Agent. Each Lender that so purchases a participation in a Swing Loan shall thereafter be entitled to receive its Percentage of each payment of principal received on the Swing Loan and of interest received thereon accruing from the date such Lender funded to the Administrative Agent its participation in such Loan. The several obligations of the Lenders under this Section shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any Lender may have or have had against any Borrower, any other Lender or any other Person whatever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of the Commitment of any Lender, and each payment made by a Lender under this Section shall be made without any offset, abatement, withholding or reduction whatsoever.

(f) Increases in the U.S. Swing Line Sublimit. The U.S. Swing Line Sublimit may be increased pursuant to Section 2.1(b).

Section 2.11. Evidence of Indebtedness. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b) The Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Loan made hereunder, the type thereof and, with respect to EurodollarTranche Rate Loans, Canadian CDOR Loans and Swing Loans, the Interest Period with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from

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the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrowers and each Lender’s share thereof.

(c) The entries maintained in the accounts maintained pursuant to Sections 2.11(a) and (b) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Obligations in accordance with their terms.

(d) Any Lender may request that its Loans be evidenced by a promissory note or notes in the forms of Exhibit D-1 (in the case of its U.S. Revolving Loans and referred to herein as a “U.S. Revolving Note”), D-2 (in the case of its Canadian Revolving Loans and referred to herein as a “Canadian Revolving Note”), D-3 (in the case of its U.S. Swing Loans and referred to herein as a “U.S. Swing Note”), or D-4 (in the case of its Canadian Swing Loans and referred to herein as a “Canadian Swing Note”) as applicable. In such event, the Borrowers shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender in the amount of the relevant Commitment or Swing Line Sublimit, as applicable. Thereafter, the Loans evidenced by such Note or Notes and interest thereon shall at all times (including after any assignment pursuant to Section 10.9) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 10.9, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in subsections (a) and (b) above.

Section 2.12. Fees.

(a) Commitment Fee. The Borrowers shall pay to the Administrative Agent for the ratable account of the Lenders according to their Percentages a commitment fee at the rate per annum equal to the Applicable Margin (computed on the basis of a year of 360 days and the actual number of days elapsed) on the average daily Unused Commitments; provided however, that no commitment fee shall accrue to the Unused Commitment of a Defaulting Lender, or be payable for the benefit of such Lender, so long as such Lender shall be a Defaulting Lender. Such commitment fee shall be payable quarterly in arrears on the second Business Day of each January, April, July, and October in each year (commencing on the first such date occurring after the Restatement Effective Date) and on the Termination Date, unless the Commitments are terminated in whole on an earlier date, in which event the commitment fee for the period to the date of such termination in whole shall be paid on the date of such termination.

(b) Letter of Credit Fees. On the date of issuance or extension, or increase in the amount, of any Letter of Credit pursuant to Section 2.2, the Borrowers shall pay to the relevant L/C Issuer for its own account a fronting fee equal to (i) 0.125% of the face amount of (or of the increase in the face amount of) such Letter of Credit with respect to Letters of Credit issued by Fifth Third Bank as an L/C Issuer and (ii) such amount as any Borrower and any other L/C Issuer hereunder agree with respect to Letters of Credit issued by such other L/C Issuer. Quarterly in arrears, on the second Business Day of each January, April, July, and October, commencing on the first such date occurring after the Restatement Effective Date, the Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders according to their Percentages, a

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letter of credit fee at a rate per annum equal to the Applicable Margin (computed on the basis of a year of 360 days and the actual number of days elapsed) in effect during each day of such quarter applied to the daily average face amount of Letters of Credit outstanding during such quarter; provided that, while any Event of Default exists or after acceleration, such rate shall increase by 2% over the rate otherwise payable and such fee shall be paid on demand of the Administrative Agent at the request or with the consent of the Required Lenders; provided, however, that in the absence of acceleration, any rate increase pursuant to the foregoing proviso shall be made at the direction of the Administrative Agent, acting at the request or with the consent of the Required Lenders; provided further, that no letter of credit fee shall accrue to the Percentage of a Defaulting Lender, or be payable for the benefit of such Lender, so long as such Lender shall be a Defaulting Lender. In addition, the Borrowers shall pay to each L/C Issuer for its own account such L/C Issuer’s standard issuance, drawing, negotiation, amendment, transfer and other administrative fees for each Letter of Credit. Such standard fees referred to in the preceding sentence may be established by each L/C Issuer from time to time.

(c) Administrative Agent and Other Fees. The Borrower shall pay to the Administrative Agent, for the benefit of the Lenders, the Arrangers and itself, as applicable, the fees agreed to between the Administrative Agent and the Borrowers’ Agent in that certain engagement letter dated June 29, 2018, or as otherwise agreed to in writing between the Borrowers’ Agent and the Administrative Agent.

Section 2.13. Account Debit. The Borrowers hereby irrevocably authorize the Administrative Agent to charge any Borrower’s deposit accounts maintained with the Administrative Agent for the amounts from time to time necessary to pay any then due Obligations; provided that the Borrowers acknowledge and agree that the Administrative Agent shall not be under an obligation to do so and the Administrative Agent shall not incur any liability to the Borrowers or any other Person for the Administrative Agent’s failure to do so.

Section 2.14. Designation of Additional Borrowers; Appointment of Borrowers’ Agent as Agent for the Borrowers. (a) Designation of Additional Borrowers. The Borrowers’ Agent may request that one or more additional Domestic Subsidiaries be designated as Borrowers, provided that, the addition of any other Domestic Subsidiary as a Borrower shall require the prior consent of each Lender and the Administrative Agent (each such Domestic Subsidiary consented to by the Lenders and the Administrative Agent as a Borrower hereunder, an “Additional Borrower”); provided further that, the addition of any other Domestic Subsidiary as a Borrower is subject to the Borrowers’ satisfaction of Section 3.2(aa) and (bb) with respect to such Domestic Subsidiary (with the reference in such clause to the Restatement Effective Date being in reference to the effective date of such Domestic Subsidiary becoming an Additional Borrower and the reference in such clause to each Borrower and each Guarantor being a reference to such Domestic Subsidiary). In the event any such additional Domestic Subsidiary is requested to be an Additional Borrower and is approved as such by the Administrative Agent and the Lenders, the Borrowers’ Agent shall cause such Subsidiary to execute and deliver to the Administrative Agent an Additional Borrower Supplement in the form of Exhibit G-1 or such other form reasonably acceptable to the Administrative Agent and the Borrowers (herein, an “Additional Borrower Supplement”) pursuant to which such Domestic Subsidiary elects to become an Additional Borrower entitled to the benefits of, and be bound by the obligations of, a Borrower with respect

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to the Canadian Revolving Credit and the U.S. Revolving Credit, which Additional Borrower Supplement shall be accompanied by (each of the following to be duly completed and executed, and in form and substance acceptable to the Administrative Agent): (i) written supplements to the Collateral Documents pursuant to which such Additional Borrower becomes a party thereto granting the Administrative Agent a Lien on its Property called for hereby, (ii) to the extent requested by any Lender, new Notes in compliance with the provisions of Section 2.11(d), (iii) resolutions of the Board of Directors (or similar governing body) of such Additional Borrower authorizing the execution, delivery, and performance of its obligations under the Loan Documents to which it is becoming a party to, (iv) good standing certificates (or their equivalent) from the jurisdiction in which Additional Borrower is organized and each jurisdiction in which it is qualified to do business as a foreign organization, and (v) an opinion of counsel to the Additional Borrower covering the due organization, existence, and good standing of such Additional Borrower, the power and authority of such Additional Borrower to enter into and perform its obligations under the Loan Documents, the absence of any conflicts with its organizational documents, material agreements, and applicable law, the enforceability of the relevant Loan Documents upon such Additional Borrower, and such other matters substantially the same as required in connection with the opinions being delivered on the Restatement Effective Date as the Administrative Agent may reasonably require.

(b) Appointment of Borrowers’ Agent as Agent for the Borrowers. Each Borrower hereby irrevocably appoints the Borrowers’ Agent as its agent hereunder to make requests on such Borrower’s behalf under Section 2 hereof for Borrowings, to request on such Borrower’s behalf Letters of Credit and to execute all Applications therefor, and to take any other action contemplated by the Loan Documents with respect to the credit extended hereunder to such Borrower.

Section 2.15. Revaluation of Canadian Dollar Loans and Letters of Credit. (a) If any Canadian Revolving Loans or Canadian Swing Loans are outstanding in Canadian Dollars, or outstanding Canadian Letters of Credit are denominated in a Canadian Dollars, the Administrative Agent shall no less frequently than at intervals every three months after the date of Borrowing, issuance, increase, or extension, as applicable, (or more frequently as requested by Canadian Lenders holding a majority in interest of Canadian Revolving Loans, Canadian Swing Loans, Canadian L/C Obligations, and Unused Commitments relating to the Canadian Revolving Credit (provided that, such requests shall be no more frequent than once every 30 days)) of each outstanding Canadian Revolving Loan, Canadian Swing Loan, and Canadian Letter of Credit calculate the U.S. Dollar Equivalent of such Loans and of Canadian L/C Obligations in respect of such Letters of Credit on the date of calculation and shall promptly thereafter notify the Borrowers, the Canadian Lenders, and the Canadian L/C Issuers of the recalculated U.S. Dollar Equivalent of each such Canadian Revolving Loan, Canadian Swing Loans, and Canadian L/C Obligations on such date.

(b) The Borrowers shall, if requested by the Administrative Agent within three Business Days of any calculation under Section 2.15(a), ensure that within three Business Days after such request sufficient Canadian Revolving Loans or Canadian Swing Loans are paid or Canadian Letters of Credit Cash Collateralized to prevent the sum of the aggregate principal amount of the all Canadian Revolving Loans, Canadian Swing Loans, and Canadian L/C Obligations exceeding

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the Canadian Revolving Credit Commitments in effect at such time following any adjustment to the U.S. Dollar Equivalent under Section 2.15(a).

Section 2.16. MIRE Events. Notwithstanding the foregoing, no increase, extension or renewal of the credit facility evidenced by this Agreement (including under Section 2.1(b)) may be closed until the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed). If any Lender has not informed the Administrative Agent and the Borrower’s Agent of any outstanding flood diligence requirements or that its flood diligence has not been completed by the date that is thirty (30) days after the date on which the Administrative Agent made available to the Lenders (which may be delivered electronically) the following documents with respect to each pledged real property: (i) a completed flood hazard determination from a third party vendor; (ii) for each real property located in a “special flood hazard area”, (A) a notification to the Borrowers’ Agent of that fact and (if applicable) notification to the Borrowers’ Agent that flood insurance coverage is not available and (B) evidence of the receipt by the Borrowers’ Agent of such notice; and (iii) if such notice is required to be provided to the Borrowers’ Agent and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, which shall be on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, the Federal Flood Disaster Protection Act and rules and regulations promulgated thereunder or as otherwise required by the Administrative Agent or any Lender, with respect to such real property, such Lender will be deemed to have completed its flood insurance due diligence and flood insurance compliance.

Section 3. Conditions Precedent.

The obligation of each Lender to advance, continue or convert any Loan (other than the continuation of, or conversion into, a Base Rate Loan or a Canadian Prime Rate Loan) or of any L/C Issuer to issue, extend the expiration date (including by not giving notice of non-renewal) of or increase the amount of any Letter of Credit under this Agreement, shall be subject to satisfaction (or waiver) of the following conditions precedent:

Section 3.1. All Credit Events. At the time of each Credit Event hereunder:

(a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of said time, except to the extent the same expressly relate to an earlier date (and in such case shall be true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date);

(b) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Event;

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(c) after giving effect to any requested extension of credit, the aggregate principal amount of all Revolving Loans, Swing Loans and L/C Obligations under this Agreement shall not exceed the aggregate Commitments;

(d) in the case of a Borrowing the Administrative Agent shall have received the notice required by Section 2.4, in the case of the issuance of any Letter of Credit the applicable L/C Issuer shall have received a duly completed Application together with any fees required to be paid at such time under Section 2.12, and, in the case of an extension or increase in the amount of a Letter of Credit, the applicable L/C Issuer shall have received a written request therefor in a form reasonably acceptable to such L/C Issuer together with fees required to be paid at such time under Section 2.12; and

(e) such Credit Event shall not violate any Legal Requirement applicable to the Administrative Agent, any L/C Issuer, or any Lender (including Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that, any such Legal Requirement shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, in the case of an L/C Issuer, to issue or extend the expiration date of or increase the amount of any Letter of Credit hereunder.

Each request for a Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit shall be deemed to be a representation and warranty by the Borrowers on the date of such Credit Event as to the facts specified in subsections (a) through (d), both inclusive, of this Section; provided, however, that the Lenders may continue to make advances under the U.S. Revolving Credit or Canadian Revolving Credit, in the sole discretion of the Lenders with Commitments, notwithstanding the failure of the Borrowers to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist. For the avoidance of doubt, no Lender shall be required to make any Loans in the event that any of the conditions set forth in this Section 3.1 are not satisfied.

Section 3.2. Initial Credit Event. Before or concurrently with the Restatement Effective Date:

(a) the Administrative Agent shall have received (i) this Agreement duly executed by the Borrowers and the Lenders, (ii) supplements to the Deeds of Trust duly executed by the applicable Borrowers, (iii) the Security Agreement, Joinder and Reaffirmation, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the Borrowers, (iv) landlord waivers, patent, trademark and copyright collateral agreements, and deposit account control agreements, in each case to the extent requested by the Administrative Agent, and (v) a duly completed and executed Perfection Certificate;

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(b) the Administrative Agent shall have received for each Lender requesting a Note, such Lender’s duly executed Note of the Borrowers, dated the Restatement Effective Date and otherwise in compliance with the provisions of Section 2.11(d);

(c) the Administrative Agent shall have received an amendment to the Limited Guaranty in form and substance acceptable to the Administrative Agent executed by the Limited Guarantor;

(d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as additional insured, mortgagee and/or lenders loss payee, as applicable;

(e) the Administrative Agent shall have received copies of each Borrower’s and each Guarantor’s, if any, Organization Documents, certified in each instance by its Secretary, Assistant Secretary, Chief Financial Officer or other officer acceptable to the Administrative Agent and, with respect to Organization Documents filed with a Governmental Authority, by the applicable Governmental Authority;

(f) the Administrative Agent shall have received copies of resolutions of each Borrower’s and each Guarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on each Borrower’s and each Guarantor’s behalf, all certified in each instance by its Secretary, Assistant Secretary, Chief Financial Officer or other officer acceptable to the Administrative Agent;

(g) the Administrative Agent shall have received copies of the certificates of good standing, or nearest equivalent in the relevant jurisdiction, for each Borrower and each Guarantor (dated no earlier than 30 days prior to the Restatement Effective Date) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization, as applicable;

(h) the Administrative Agent shall have received for itself and for the Lenders the upfront fees then due and the other initial fees required by Section 2.12;

(i) the Administrative Agent shall have received certification from the General Partner’s Chief Financial Officer on behalf of the Borrowers’ Agent or other officer of the Borrowers’ Agent acceptable to the Administrative Agent attesting to the Solvency of the Consolidated Group on a consolidated basis after giving effect to the initial Credit Event;

(j) the Administrative Agent shall have received title searches on those fee owned parcels of real property of the Borrowers (other than the MLP) as set forth on Schedule 3.2(j) attached hereto, in form and substance acceptable to the Administrative Agent;

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(k) the Lenders shall have received (i) completed standard flood hazard determination forms from a third party vendor with respect to each parcel of real property constituting Collateral (or required to be added as Collateral as of the Restatement Effective Date) and (ii) if any such real property is located in a special flood hazard area, (x) evidence of notices to (and confirmations of receipt by) the applicable Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, the Federal Flood Disaster Protection Act and rules and regulations promulgated thereunder or as otherwise required by the Administrative Agent or any Lender, and the Administrative Agent and each Lender shall have completed flood insurance compliance with respect to such real property (as evidenced by the execution and delivery of this Agreement by each such Person);

(l) the Administrative Agent shall have received a Deed of Trust encumbering the Big Spring Texas Property, acceptable in form and substance to the Administrative Agent, duly executed by the applicable Borrowers;

(m) the Administrative Agent shall have received a mortgagee’s title insurance policy (or binding commitment therefore) in form and substance acceptable to the Administrative Agent in an aggregate amount equal to U.S. $165,656,000 insuring the Lien of the Deed of Trust for the Big Spring Texas Property to be a valid first priority Lien subject to no defects or objections that are acceptable to the Administrative Agent, together with such endorsements as the Administrative Agent may require;

(n) the Administrative Agent shall have received a survey in form and substance acceptable to the Administrative Agent prepared by a licensed surveyor on each parcel of real property subject to the Lien of the Deed of Trust for the Big Spring Texas Property, and each such survey shall also state whether or not any portion of such real property is in a federally designated flood hazard area;

(o) the Administrative Agent shall have received a flood determination report for the real property subject to the Lien of the Deed of Trust for the Big Spring Texas Property, prepared for the Administrative Agent by a flood determination company selected by the Administrative Agent stating whether or not any portion of each such property is in a federally designated flood hazard area, and, if any insurable improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance as may be required by applicable law;

(p) no injunction, temporary restraining order or other legal action would prohibit the initial Credit Event, or other litigation which could reasonably be expected to have a Material Adverse Effect, shall be pending or, to the knowledge of the General Partner, and the Borrowers, threatened;

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(q) the Administrative Agent shall have received an updated projection model and such other evaluations and certifications as it may reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of the Consolidated Group, and the lack of material contingent liabilities of the Consolidated Group, including an executed compliance certificate in the form of Exhibit E attached hereto, it being acknowledged that the five year projection model delivered to the Administrative Agent on July 11, 2018, covenant compliance materials delivered to the Administrative Agent on August 16, 2018, pursuant to Section 6.1 of the Prior Credit Agreement are deemed to satisfy the requirements of this clause (q);

(r) at all times on the Restatement Effective Date, the Borrowers shall have Unused Commitments of at least U.S. $100,000,000;

(s) the Administrative Agent shall have received financing statement, tax and judgment lien search results against the Borrowers and their Properties, evidencing the absence of Liens against such Persons and their Properties, except for Permitted Liens;

(t) DKL Transportation shall have caused the delivery to Lee Trans Services, Inc. of all certificates of title that must be delivered in order to perfect the Liens required by Section 4 of this Agreement;

(u) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the General Partner certifying (i) that the conditions specified in Section 3.1 have been satisfied, (ii) since December 31, 2017, there has been no material adverse change in the business, condition (financial or otherwise) operations, performance, or Properties of the Borrower or any of its Subsidiaries (iii) there is no injunction, temporary restraining order or other legal action that would prohibit the initial Credit Event, and (iv) at all times on the Restatement Effective Date, Holdings directly or indirectly owns legally and beneficially at least 51% of the limited partnership interests of the MLP;

(v) the Administrative Agent shall have received certification that (i) the copies of all Material Agreements previously delivered to the Administrative Agent remain true, correct, and complete, and (ii) none of the material terms or conditions to closing of any party set forth in the Material Agreements shall have been amended, modified or supplemented except as disclosed to and approved by the Administrative Agent;

(w) the Administrative Agent shall have received the favorable written opinion(s) of Bass Berry & Sims PLC, counsel to the Borrowers and the Guarantors, in form and substance reasonably satisfactory to the Administrative Agent, including a New York law opinion and a local Tennessee opinion;

(x) the Administrative Agent shall have received favorable written opinions of local counsel to the Borrowers and the Guarantors in Texas, Tennessee, Louisiana,

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Oklahoma, and Arkansas in form and substance reasonably satisfactory to the Administrative Agent;

(y) neither any Borrower nor any Subsidiary shall have obtained or attempted to obtain, place, arrange or renew any debt financing, except as permitted by Section 6.11, prior to the Restatement Effective Date and during the Administrative Agent’s syndication of the credit facilities made available to the Borrowers hereunder;

(z) the Administrative Agent’s due diligence with respect to the Borrowers and their Subsidiaries shall be completed in a manner reasonably acceptable to the Administrative Agent;

(aa) each Lender shall have received, sufficiently in advance of the Restatement Effective Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and the Administrative Agent shall have received a fully executed IRS Form W-9 (or its equivalent) for each Borrower and each Guarantor;

(bb) the Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender, an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and

(cc) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request.

Section 4. The Collateral and Guaranties.

Section 4.1. Collateral. The Obligations, Hedging Liability, and Bank Product Liability shall be secured by (a) valid, perfected, and enforceable Liens of the Administrative Agent on all right, title, and interest of each Borrower and each Guarantor, in all Ownership Interests held by such Person in each of its Subsidiaries and Permitted Joint Ventures, whether now owned or hereafter formed or acquired, and all proceeds thereof and (b) valid, perfected, and enforceable Liens of the Administrative Agent on all right, title, and interest of each Borrower and each Guarantor in all personal property, fixtures, and real estate, whether now owned or hereafter acquired or arising, and all proceeds thereof, other than, with respect to the foregoing clauses (a) and (b), Non-Collateral Assets; provided, however, that: (i) the Lien of the Administrative Agent on Property subject to a Capital Lease or conditional sale agreement or subject to a purchase money lien, in each instance to the extent permitted hereby, shall be subject to the rights of the lessor or lender thereunder, (ii) until a Default or Event of Default exists and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on local petty cash deposit accounts maintained by any Borrower and its Subsidiaries in proximity to their operations need not be perfected provided that the total amount on deposit at any one time not so

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perfected, exclusive of Non-Collateral Assets, shall not exceed U.S. $500,000 in the aggregate, and (iii) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on vehicles which are subject to a certificate of title law need not be perfected provided that the total value of such property at any one time not so perfected shall not exceed U.S. $6,000,000 in the aggregate.

Section 4.2. Liens on Real Property. (a) In the event that any Borrower or any Guarantor owns or hereafter acquires (a) a fee interest in any real property or (b) a leasehold interest in any real property deemed to be material by the Administrative Agent and, in either case, is required to grant a lien on such property pursuant to Section 4.1, such Borrower shall, or shall cause such Subsidiary to, (i) with respect to the property set forth at clause (a), execute and deliver to the Administrative Agent (or a security trustee therefor) and (ii) with respect to the property set forth at clause (b), use commercially reasonable best efforts to execute and deliver to the Administrative Agent (or a security trustee therefor), a mortgage or deed of trust acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such Borrower’s or such Subsidiary’s interest in such real property to secure the Obligations, Hedging Liability, and Bank Product Liability, shall pay all Taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage or deed of trust, and (other than with respect to any real property used solely in connection with the Pipeline and Transportation Systems) shall (i), if required by applicable Legal Requirements, supply to the Administrative Agent at such Borrower’s cost and expense a certification with regard to flood zone location (and, if necessary, evidence of flood insurance) and (ii), if required by the Administrative Agent in its sole discretion, supply to the Administrative Agent at such Borrower’s cost and expense a survey, environmental report, hazard insurance policy, and a mortgagee’s policy of title insurance from a title insurer acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Permitted Liens) on the applicable Borrower’s or Subsidiary’s interest in the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith.

(b) Notwithstanding the foregoing, the Administrative Agent shall not enter into any mortgage or deed of trust in respect of any real property acquired by any Borrower or any Guarantor after the Restatement Effective Date until the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance in respect of such additional real property has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed). If any Lender has not informed the Administrative Agent and the Borrowers’ Agent of any outstanding flood diligence requirements or that its flood diligence has not been completed in respect of such additional real property by the date that is thirty (30) days after the date on which the Administrative Agent made available to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrowers’ Agent of that fact and (if applicable) notification to the Borrowers’ Agent that flood insurance coverage is not available and (B) evidence of the receipt by the Borrowers’ Agent of such notice; and (iii) if such notice is required to be provided to the Borrowers’ Agent and flood insurance is available in the community in

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which such real property is located, evidence of required flood insurance, which shall be on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, the Federal Flood Disaster Protection Act and rules and regulations promulgated thereunder or as otherwise required by the Agent or any Lender, with respect such real property, such Lender will be deemed to have completed its flood insurance due diligence and flood insurance compliance and to have consented to such mortgage or deed of trust.

Section 4.3. Guaranties. The payment and performance of the Obligations, Hedging Liability, and Bank Product Liability of each Borrower shall at all times be jointly and severally guaranteed by each other Borrower and each direct and indirect Subsidiary (other than Excluded Subsidiaries) of the Borrowers that is itself not also a Borrower (each Borrower including, each Additional Borrower, and each such Subsidiary executing and delivering this Agreement as a Guarantor, if any, together with any Subsidiary hereafter executing and delivering an Additional Guarantor Supplement in the form called for by Section 11, a “Guarantor” and collectively, the “Guarantors”; provided, however, notwithstanding anything to the contrary herein or in any other Loan Document, Limited Guarantor shall not be deemed to be a “Guarantor”) pursuant to one or more guaranty agreements in form and substance acceptable to the Administrative Agent (individually a “Guaranty” and collectively the “Guaranties”; provided, however, notwithstanding anything to the contrary herein or in any other Loan Document, the Limited Guaranty shall not be deemed to be a “Guaranty”).

Section 4.4. Further Assurances. The Borrowers agree that they shall, and shall cause each Subsidiary to, from time to time at the request of the Administrative Agent or the Required Lenders, execute and deliver such documents and do such acts and things as the Administrative Agent or the Required Lenders may reasonably request in order to provide for or perfect or protect such Liens on the Collateral as required by this Section 4. In the event any Borrower or any Subsidiary forms or acquires any other Subsidiary after the Restatement Effective Date, such Borrower shall promptly upon such formation or acquisition cause such newly formed or acquired Subsidiary to execute a Guaranty and such Collateral Documents as the Administrative Agent may then require to comply with this Section 4 (at which time Schedule 5.10 shall be deemed to include a reference to such Subsidiary), and such Borrower shall also deliver to the Administrative Agent, or cause such Subsidiary to deliver to the Administrative Agent, at such Borrower’s cost and expense, such other instruments, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith.

Section 4.5. Cash Collateral. Within one Business Day following the request of the Administrative Agent or any L/C Issuer, at any time required under this Agreement, including as required by Section 2.2(b), Section 2.7(b), Section 7.4 and Section 8.7, and at any time that there shall exist a Defaulting Lender, the Borrowers shall deliver Cash Collateral to the Administrative Agent in an amount sufficient to cover the amount required hereunder, and, in the event that a Defaulting Lender exists, in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 8.7(a)(iv) and any Cash Collateral provided by the Defaulting Lender, if applicable) with respect to such Defaulting Lender.

(a) Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be held by the Administrative Agent in one

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or more separate collateral accounts (each such account, and the credit balances, properties, and any investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of the foregoing and all proceeds of and earnings on any of the foregoing being collectively called the “Collateral Account”). The Collateral Account shall be held in the name of and subject to the exclusive dominion and control of the Administrative Agent for the benefit of the Administrative Agent, the Lenders, and the L/C Issuers. If and when requested by the Borrowers, the Administrative Agent shall invest funds held in the Collateral Account from time to time in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining maturity of one year or less, provided that the Administrative Agent is irrevocably authorized to sell investments held in the Collateral Account when and as required to make payments out of the Collateral Account for application to amounts due and owing from the Borrowers to any L/C Issuer, the Administrative Agent or the Lenders.

The Borrowers, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, and agrees to maintain, a first priority security interest (subject to Permitted Liens) in the Collateral Account, all as security for the obligations to which such Cash Collateral may be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided (other than Permitted Liens), or that the total amount of such Cash Collateral is less than required hereunder, including any applicable Fronting Exposure, the Borrowers or the relevant Lender, if applicable, will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(b) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 4.5 or Section 2.2(b), Section 2.7(b), Section 7.4 or Section 8.7, or any other Section hereof in respect of Letters of Credit or Swing Loans, shall be held and applied to the satisfaction of the specific Reimbursement Obligations, Swing Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(c) Release. (i) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure shall be released promptly following the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii), if such Cash Collateral (or the appropriate portion thereof) is not provided in connection with a Defaulting Lender, Cash Collateral (or the appropriate portion thereof) shall be released promptly after (A) the Borrowers shall have made payment of all such Obligations giving rise to the required Cash Collateral, (B) all

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relevant preference or other disgorgement periods relating to the receipt of such payments have passed, and (C) no Letters of Credit, Commitments, Loans or other Obligations remain outstanding hereunder, or (iii) Cash Collateral (or the appropriate portion thereof) shall be released promptly following the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, that (x) Cash Collateral furnished by or on behalf of the Borrowers shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 4.5 may be otherwise applied in accordance with Section 2.8), and (y) the Person providing Cash Collateral and the applicable L/C Issuer or Administrative Agent, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Obligations hereunder, including Fronting Exposure.

Section 5. Representations and Warranties.

Each Borrower represents and warrants to each Lender, the Administrative Agent, and each L/C Issuer as follows:

Section 5.1. Organization and Qualification. Each Borrower and each Guarantor (a) is duly organized and validly existing under the laws of the jurisdiction of its organization, (b) is in good standing under the laws of the jurisdiction of its organization, (c) has the power and authority to own its property and to transact the business in which it is engaged and proposes to engage and (d) is duly qualified and in good standing in each jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification, except, in each case of clauses (a), (b) (other than with respect to each Borrower where failure to maintain such good standing is not curable or results in the dissolution of such Borrower), (c) and (d), where the same could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.

Section 5.2. Authority and Enforceability. Each Borrower has the power and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Borrower, and to perform all of its obligations hereunder, and under the other Loan Documents executed by it. Each Guarantor has the power and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Bank Product Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by each Borrower and by each Guarantor have been duly authorized by proper corporate and/or other organizational proceedings, executed, and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws effecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any Borrower or any Guarantor of any of the matters and things herein or therein provided for, (a) violate any provision of law or any judgment, injunction, order

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or decree binding upon any Borrower or any Guarantor or any provision of the Organization Documents of any Borrower or any Guarantor, (b) violate any covenant, indenture or agreement of or affecting any Borrower or any Guarantor or any of its Property, in each case where such violation, contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (c) result in the creation or imposition of any Lien on any Property of any Borrower or any Guarantor other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents (other than Permitted Liens).

Section 5.3. Financial Reports. (a) The audited consolidated financial statements of the MLP dated December 31, 2017 fairly and adequately present the consolidated financial condition of the MLP at said date and the consolidated results of its operations and cash flows for the fiscal year then ended in conformity with GAAP applied on a consistent basis. As of any date after the Restatement Effective Date, the audited consolidated financial statements of the MLP most recently furnished to the Administrative Agent pursuant to Section 6.1, fairly and adequately present the consolidated financial condition of the MLP as at said dates and the consolidated results of their operations and cash flows for the periods then ended in conformity with GAAP applied on a consistent basis. Neither any Borrower nor any Subsidiary has contingent liabilities or judgments, orders or injunctions against it that are material to it other than as indicated on such financial statements or, with respect to future periods, on the financial statements furnished pursuant to Section 6.1.

(b) (i) The unaudited consolidated balance sheet of the Consolidated Group and the unaudited consolidated statements of income or operations of the Consolidated Group for the first fiscal quarter ending on June 30, 2018 and furnished to the Administrative Agent pursuant to Section 6.1 of the Prior Credit Agreement (x) were prepared in accordance with GAAP applied on a consistent basis throughout the period covered thereby, and (y) fairly present the financial condition of the Consolidated Group as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments.

Section 5.4. No Material Adverse Change. Since December 31, 2017, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Section 5.5. Litigation and Other Controversies. There is no litigation, arbitration or governmental proceeding (including before FERC or any equivalent state regulatory authority) pending or, to the knowledge of the General Partner, each Borrower and each Subsidiary, threatened against the General Partner, any Borrower or any Subsidiary that could reasonably be expected to have a Material Adverse Effect.

Section 5.6. True and Complete Disclosure. All information furnished by or on behalf of the General Partner, any Borrower, or any Subsidiary in writing to the Administrative Agent or any Lender for purposes of or in connection with this Agreement, or any transaction contemplated herein, is true and accurate in all material respects and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in light of the circumstances under which such information was provided; provided that, with respect to

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projected financial information furnished by or on behalf of the General Partner (in its capacity as general partner of the MLP), any Borrower or any Subsidiary, the Borrowers only represent and warrant that such information is prepared in good faith based upon assumptions and estimates believed to be reasonable at the time of preparation and at the time of delivery.

Section 5.7. Use of Proceeds; Margin Stock. All proceeds of the Loans shall be used by the Borrowers for (a) working capital purposes, (b) Permitted Acquisitions and expenses incurred in connection therewith, (c) general corporate purposes, including the making of Capital Expenditures and the refinancing of existing Indebtedness, and (d) the making of Restricted Payments in compliance with Section 6.15. No part of the proceeds of any Loan or other extension of credit hereunder will be used by any Borrower or any Subsidiary thereof to purchase or carry any margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any margin stock. Neither the making of any Loan or other extension of credit hereunder nor the use of the proceeds thereof will violate or be inconsistent with the provisions of Regulations D, T, U or X of the Board of Governors of the Federal Reserve System and any successor to all or any portion of such regulations. Margin Stock (as defined above) constitutes less than 25% of the value of those assets of the MLP and its Subsidiaries that are subject to any limitation on sale, pledge or other restriction hereunder.

Section 5.8. Taxes. The General Partner, each Borrower and each of its Subsidiaries has timely filed or caused to be timely filed all tax returns required to be filed by such Borrower and/or any of its Subsidiaries, except where failure to so file could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Borrower and each of its Subsidiaries has paid all Taxes payable by it other than (a) Taxes which are not delinquent, (b) Taxes that are being contested in good faith and by proper legal proceedings and as to which appropriate reserves have been provided for in accordance with GAAP and no Lien resulting therefrom attaches to any of its Property (other than any Permitted Liens), or (c) to the extent that failure to pay such Taxes could not reasonably be expected to cause a Lien to attach to any material portion of the Property of the MLP and its Subsidiaries, taken as a whole.

Section 5.9. ERISA; Canadian Pension Plans. Except as would not have a Material Adverse Effect, with respect to any Pension Plan each Borrower and each other member of its Controlled Group has fulfilled its obligations under the minimum funding standards of, and is in compliance with, ERISA and the Code to the extent applicable to it and, other than a liability for premiums under Section 4007 of ERISA, has not incurred any liability to the PBGC or a Pension Plan or Multiemployer Plan under Title IV of ERISA. Except as would not have a Material Adverse Effect, each Borrower and its Subsidiaries have no contingent liabilities with respect to any post-retirement benefits under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code (“Post-Retirement Benefit Plan”). As of the Restatement Effective Date, neither the MLP, nor any Borrower, nor any such Subsidiary provides or has any obligations in respect of a Canadian Pension Plan.

(b) The Canadian Pension Plans, if applicable, are duly registered under the Income Tax Act (Canada) and all other applicable laws which require registration and no event has occurred

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which is reasonably likely to cause the loss of such registered status, except as would not reasonably be expected to have a Material Adverse Effect. All material obligations (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans and Canadian Benefit Plans and any funding agreements therefor have been performed in a timely fashion, and for greater certainty, no contribution failure has occurred thereunder, except as would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the General Partner, the Borrowers, and the Subsidiaries there have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans by the General Partner, any Borrower, or any Subsidiary, except as would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the General Partner, the Borrowers, and the Subsidiaries, there are no material outstanding disputes or proceedings concerning the assets of the Canadian Pension Plans or the Canadian Benefit Plans and no steps have been taken to terminate any Canadian Pension Plan or Canadian Benefit Plan and no circumstances exist which would be reasonably likely to result in the termination of any such Canadian Pension Plan or Canadian Benefit Plan, except as would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, there are no actions, claims or proceedings other than routine claims for benefits which have been commenced against or in respect of any of the Canadian Pension Plans or the Canadian Benefit Plans, and to the knowledge of the Borrowers and Subsidiaries after due inquiry, none are reasonably expected to be asserted against any Canadian Pension Plan, the Canadian Benefit Plan or the assets thereof that would create a material liability. Based on the most recent actuarial valuations whether filed with government authorities or not (including, without limitation, the Canadian Pension Regulator), each of the Canadian Pension Plans, if any, was fully funded on a solvency basis as of the date of such actuarial valuations and no Canadian Pension Plan or Canadian Benefit Plan is “unfunded” on either a solvency or going concern basis. No benefit plan constituted under a Canadian Pension Plan or Canadian Benefit Plan was unfunded or self-insured. No Canadian Benefit Plan that is a group insurance plan had a material deficit reserve. Each of the General Partner, the Borrowers and the Subsidiaries have fulfilled their material obligations in respect of any Canadian Union-Administered Plan as required pursuant to any collective agreement and applicable law, and no contribution failure has occurred, except as would not reasonably be expected to have a Material Adverse Effect. No Canadian Union-Administered Plan requires contributions beyond the then current accrual rate. For greater certainty, no Canadian Union-Administered Plan requires deficit or withdrawal payments, except as would not reasonably be expected to have a Material Adverse Effect. There are no disputes, claims or proceedings, either pending or threatened, in connection with the obligations of the General Partner, any Borrower or any Subsidiary in respect of any Canadian Union-Administered Plan, except as would not reasonably be expected to have a Material Adverse Effect. None of the General Partner, any Borrower or any Subsidiary has any knowledge, nor any right to obtain knowledge, with respect to: (a) the terms of any Canadian Union-Administered Plan; (b) whether or not there are any outstanding disputes with parties other than the General Partner, any Borrower, and any Subsidiary in respect of any Canadian Union-Administered Plan; (c) whether or not each Canadian Union-Administered Plan has been administered in accordance with applicable law; nor (d) whether or not the assets of each Canadian Union-Administered Plan are sufficient to provide projected benefits; and none of the General Partner, any Borrower or any Subsidiary has

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any obligation to make inquiries in respect of the foregoing or monitor the administration or funded status in respect of any Canadian Union-Administered Plan.

Section 5.10. Subsidiaries; Permitted Joint Ventures. Schedule 5.10 (as supplemented from time to time pursuant to Section 4.4) hereto identifies the following information for each Subsidiary: jurisdiction of its organization; the percentage of issued and outstanding interests of each class of its Ownership Interests owned by the MLP and other Subsidiaries; and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class of its authorized Ownership Interests and the number of interests of each class issued and outstanding. All of the outstanding Ownership Interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such Ownership Interests indicated on Schedule 5.10 (as supplemented from time to time pursuant to Section 4.4) as owned by the MLP or another Subsidiary are owned, beneficially and of record, by the MLP or such Subsidiary free and clear of all Liens other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents and Permitted Liens. Except as set forth on Schedule 5.10 (as supplemented from time to time pursuant to Section 4.4), there are no outstanding commitments or other obligations of the MLP or any Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of Ownership Interests of the Borrowers or any Subsidiary. No Subsidiary of any Borrower is a Foreign Subsidiary, other than any Canadian Subsidiary. Schedule 5.10 (as supplemented from time to time pursuant to Section 6.01(l)) hereto identifies the following information for each Permitted Joint Venture: jurisdiction of its organization; the percentage of issued and outstanding interests of each class of its Ownership Interests owned by the MLP, other Subsidiaries and other Persons; a description of each class of its authorized Ownership Interests and the number of interests of each class issued and outstanding. Such Ownership Interests in Permitted Joint Ventures are owned, beneficially and of record, by the MLP or a Subsidiary free and clear of all Liens other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents.

Section 5.11. Compliance with Laws. The General Partner, each Borrower and each of its Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities in respect of the conduct of their businesses and the ownership of their Property, except such noncompliances as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Section 5.12. Environmental Matters. (a) Each Borrower and each of its Subsidiaries conducts in the ordinary course of business a review of the effect of existing and proposed Environmental Laws and known or suspected Environmental Claims on their respective businesses, operations and Properties, and as a result thereof, the Borrowers have reasonably concluded that, except as specifically disclosed in Schedule 5.12, any such Environmental Claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as specifically disclosed in Schedule 5.12, such Environmental Laws and Environmental Claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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(b) The General Partner, each Borrower and each of its Subsidiaries is in compliance with all applicable Environmental Laws, except to the extent that the noncompliances individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.12 or as could not reasonably be expected to have a Material Adverse Effect, there are no pending or, to the knowledge of the General Partner, each Borrower and each Subsidiary, after due inquiry, threatened Environmental Claims, including any such claims (regardless of materiality) for liabilities under RCRA or CERCLA relating to the Release or disposal of Hazardous Materials, against the General Partner, any Borrower, any Subsidiary or any real property, including leaseholds and easements, owned or operated by the General Partner, any Borrower or any Subsidiary. Except as set forth on Schedule 5.12 or as could not reasonably be expected to have a Material Adverse Effect, there are no facts, circumstances, conditions or occurrences on any real property, including leaseholds and easements, owned or operated by the General Partner, any Borrower or any Subsidiary that, to the knowledge of the General Partner, each Borrower and each Subsidiary, after due inquiry, could reasonably be expected (i) to form the basis of an Environmental Claim against the General Partner, any Borrower, any Subsidiary or any such real property, or (ii) to cause any such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property by the General Partner, any Borrower or any Subsidiary under any applicable Environmental Law. Except as set forth on Schedule 5.12 or as could not reasonably be expected to have a Material Adverse Effect, to the knowledge of the General Partner, each Borrower and each Subsidiary, Hazardous Materials have not been Released on or from any real property, including leaseholds and easements, owned or operated by the General Partner, any Borrower or any Subsidiary.

(c) Except for matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, none of the Properties currently owned or operated by the General Partner, any Borrower or any Subsidiary is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list.

(d) (i) With respect to Contributed Assets contributed on or prior to the Restatement Effective Date, the Contributing Affiliates were, prior to such contribution, in compliance with all applicable Environmental Laws and were not subject to any pending or threatened Environmental Claim relating to Environmental Laws or Hazardous Materials, except as set forth on Schedule 5.12 or to the extent that the noncompliances, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to Contributed Assets contributed after the Restatement Effective Date, to the knowledge of the General Partner, the Contributing Affiliates were, prior to such contribution, in compliance with all applicable Environmental Laws and were not subject to any pending or threatened Environmental Claim relating to Environmental Laws or Hazardous Materials, except as set forth on Schedule 5.12 or to the extent that the noncompliances, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(ii) With respect to Contributed Assets contributed on or prior to the Restatement Effective Date, neither any Contributing Affiliate nor any of its Subsidiaries had, prior to such contribution, undertaken, and had not completed and was not required to complete, either individually or together with other potentially responsible parties, any investigation or

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assessment or remedial or response action relating to any actual, threatened, or suspected Release of Hazardous Materials at any real property, including leaseholds and easements, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law, except as set forth on Schedule 5.12 or as could not reasonably be expected to have a Material Adverse Effect either individually or in the aggregate. With respect to Contributed Assets contributed after the Restatement Effective Date, to the knowledge of the General Partner, neither any Contributing Affiliate nor any of its Subsidiaries had, prior to such contribution, undertaken, and had not completed and was not required to complete, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual, threatened, or suspected Release of Hazardous Materials at any real property, including leaseholds and easements, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law, except as set forth on Schedule 5.12 or as could not reasonably be expected to have a Material Adverse Effect either individually or in the aggregate.

(iii) With respect to Contributed Assets contributed on or prior to the Restatement Effective Date, all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any Property owned or operated at or prior to the time of the contribution of the applicable Contributed Assets by any Contributing Affiliate or any of its Subsidiaries were disposed of in a manner not reasonably expected to result in any Environmental Claim against any Contributing Affiliate or any of its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect, either individually or in the aggregate. With respect to Contributed Assets contributed after the Restatement Effective Date, to the knowledge of the General Partner, all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any Property owned or operated at or prior to the time of the contribution of the applicable Contributed Assets by any Contributing Affiliate or any of its Subsidiaries were disposed of in a manner not reasonably expected to result in any Environmental Claim against any Contributing Affiliate or any of its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect, either individually or in the aggregate.

(e) Except for matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (i) each Borrower and each Subsidiary (A) has obtained all Environmental Permits necessary for the ownership and operation of its real properties and the conduct of its Business, which are in full force and effect; (B) has been and are in compliance with all terms and conditions of such Environmental Permits; and (C) has not received written notice of any violation or alleged violation of any Environmental Permit, (ii) with respect to Contributed Assets contributed prior to the Restatement Effective Date, each of the Contributing Affiliates, prior to such contribution, (A) had obtained all Environmental Permits necessary for the ownership and operation of the Contributed Assets, which were in full force and effect at such time; (B) were in compliance with all terms and conditions of such Environmental Permits; and (C) had not received written notice of any violation or alleged violation of any Environmental Permit; and (iii) with respect to Contributed Assets contributed after the Restatement Effective Date, each of the Contributing Affiliates, prior to such contribution (A) had obtained all Environmental Permits necessary for the ownership and operation of the Contributed Assets, which were in full force and effect at such time; (B) were in

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compliance with all terms and conditions of such Environmental Permits; and (C) had not received written notice of any violation or alleged violation of any Environmental Permit.

Section 5.13. Investment Company. None of the General Partner, nor any Borrower nor any Guarantor is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940.

Section 5.14. Intellectual Property. The General Partner, the Borrowers and each of their Subsidiaries owns or has obtained licenses or other rights of whatever nature to all the patents, trademarks, service marks, trade names, copyrights, trade secrets, know-how or other intellectual property rights necessary for the present conduct of its businesses, in each case without any known conflict with the rights of others except for such conflicts and any failure to own or obtain such licenses and other rights, as the case may be, as could not reasonably be expected to result in a Material Adverse Effect.

Section 5.15. Good Title. (a) Each Borrower and its Subsidiaries has good and marketable title (or, with respect to Texas Property, good and indefeasible title), or valid leasehold or easement or right-of-way interests, to and in their assets except, in each case, for sales of assets in the ordinary course of business or where failure to so have such title or interests could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, and is subject to no Liens, other than Permitted Liens.

(b) The Pipeline and Transportation Systems are covered by recorded fee deeds, rights-of-way, easements, leases, servitudes, permits, licenses, or other instruments (collectively, “Pipeline Rights”) in favor of the MLP or its Subsidiaries, except where the failure of the Pipeline and Transportation Systems to be so covered could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The Pipeline Rights establish contiguous and continuous rights-of-way for each of the Pipeline and Transportation Systems and grant the MLP or its Subsidiaries, the right to construct, operate, and maintain each of the Pipeline and Transportation Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as MLP or its Subsidiaries have inspected, operated, repaired, and maintained each of the Pipeline and Transportation Systems as reflected in the audited consolidated financial statements of the MLP dated December 31, 2017, and as of any date after the Restatement Effective Date, as reflected on the most recent financial statements delivered pursuant to Section 6.1; provided, however, (A) some of the Pipeline Rights granted to MLP or its Subsidiaries by private parties and Governmental Authorities are revocable at the right of the applicable grantor or its successors-in-interest, (B) some of the rights-of-way may cross properties that are subject to Liens, covenants, conditions, and restrictions in favor of third parties that have not been subordinated to the Pipeline Rights; and (C) some Pipeline and Transportation Systems are subject to certain defects, omissions, limitations and restrictions; provided, further, that none of the limitations, defects, and restrictions described in clauses (A), (B) and (C) above could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

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(c) The Leased Terminals are subject to real property leases or other similar instruments (collectively, the “Leased Terminal Leases”), pursuant to which certain Borrowers or Subsidiaries operate, maintain, lease, use, and access the Leased Terminals, except where failure to obtain any such lease would have a Material Adverse Effect. True, correct and complete copies of all Leased Terminal Leases in effect on the Restatement Effective Date have been provided to the Administrative Agent prior to the Restatement Effective Date.

(d) There has been no and there is not presently any occurrence of any (i) breach or event of default on the part of any Borrower or any Subsidiary with respect to any Pipeline Right or Leased Terminal Lease, (ii) to the knowledge of the General Partner, each Borrower and each Subsidiary, breach or event of default on the part of any other party to any Pipeline Right or Leased Terminal Lease, and (iii) event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default on the part of any Borrower or any Subsidiary with respect to any Pipeline Right or Leased Terminal Lease or, to the knowledge of the General Partner, each Borrower and each Subsidiary, on the part of any other party thereto, in each case, to the extent any such breach or default could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The Pipeline Rights and Leased Terminal Leases (to the extent applicable) are in full force and effect in all material respects and are valid and enforceable against the parties thereto in accordance with their terms (subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance and similar laws effecting creditors’ rights generally and general principles of equity) and all rental and other payments due thereunder by the Borrowers, their Subsidiaries and their predecessors in interest have been duly paid in accordance with the terms of the Pipeline Rights and Leased Terminal Leases, except to the extent that a failure to do so could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

(e) The Pipeline and Transportation Systems are located within the confines of the land covered by the Pipeline Rights and do not encroach upon any adjoining property, except where the failure of any portion of any of the Pipeline and Transportation Systems to be so located could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The Leased Terminals are located within the boundaries of the property affected by the Leased Terminal Leases and do not encroach upon any adjoining property, except where the failure of the Leased Terminal Leases to be so located could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The buildings and improvements owned or leased by any Borrower or any Subsidiary but not covered by a Title Insurance Policy as set forth in Section 3.2(j), and the operation and maintenance of such properties do not, to the knowledge of the each Borrower and each Subsidiary (i) contravene any applicable zoning or building law or ordinance or other administrative regulation or (ii) violate any applicable restrictive covenant or any applicable Legal Requirement, the contravention or violation of which, in either, case could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.

(f) Except for eminent domain proceedings or takings that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, neither the General Partner nor any Borrower nor any Subsidiary has received any written notice that any eminent domain proceeding or taking has been commenced with respect to all or any portion of

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the Pipeline and Transportation Systems or the Terminals, and, to the knowledge of the General Partner, each Borrower and each Subsidiary, no such proceeding or taking is contemplated.

(g) No portion of the Pipeline and Transportation Systems or the Terminals has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored, except for such damage or other casualty loss that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Section 5.16. Labor Relations. Neither the General Partner nor Borrower nor any Subsidiary is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There is (a) no strike, labor dispute, slowdown or stoppage pending against the General Partner or any Borrower or any Subsidiary or, to the knowledge of the General Partner, each Borrower and each Subsidiary, threatened against the General Partner, any Borrower or any Subsidiary and (b) to the knowledge of the General Partner, each Borrower and each Subsidiary, no union representation proceeding is pending with respect to the employees of the General Partner, any Borrower or any Subsidiary and no union organizing activities are taking place, except (with respect to any matter specified in clause (a) or (b) above, either individually or in the aggregate) such as could not reasonably be expected to have a Material Adverse Effect.

Section 5.17. Governmental Authority and Licensing. The General Partner, each Borrower and its Subsidiaries have received all licenses, permits, and approvals of each Governmental Authority necessary to conduct their businesses, in each case where the failure to obtain or maintain the same could reasonably be expected to have a Material Adverse Effect. No investigation or proceeding that, if adversely determined, could reasonably be expected to result in revocation or denial of any license, permit or approval is pending or, to the knowledge of the General Partner, each Borrower and each Subsidiary threatened, except where such revocation or denial could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Section 5.18. Approvals. No authorization, consent, license or exemption from, or filing or registration with, any Governmental Authority, nor any approval or consent of any other Person, is or will be necessary to the valid execution, delivery or performance by any Borrower or any Guarantor of any Loan Document, except for (a) such approvals, authorizations, consents, licenses or exemptions from, or filings or registrations which have been obtained prior to the date of this Agreement and remain in full force and effect, (b) filings which are necessary to release Liens granted pursuant to the document related to the Indebtedness to be refinanced on the Restatement Effective Date, and (c) filings, authorizations, consents, licenses, exemptions or registrations which are necessary to perfect the security interests created under the Collateral Documents.

Section 5.19. Solvency. The Borrowers and the Guarantors, taken as a whole, are Solvent.

Section 5.20. No Broker Fees. No broker’s or finder’s fee or commission will be payable with respect hereto or any of the transactions contemplated thereby; and each Borrower hereby agrees to indemnify the Administrative Agent, the L/C Issuers and the Lenders against, and agree

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that they will hold the Administrative Agent, the L/C Issuers and the Lenders harmless from, any claim, demand, or liability for any such broker’s or finder’s fees alleged to have been incurred in connection herewith or therewith and any expenses (including reasonable attorneys’ fees) arising in connection with any such claim, demand, or liability.

Section 5.21. No Default. No Default or Event of Default has occurred and is continuing.

Section 5.22. Compliance with Sanctions Programs; Anti-Corruption Laws. (a) Each Borrower and each Guarantor is in compliance with the requirements of all Sanctions Programs applicable to it. Each Subsidiary of each Borrower and each Guarantor is in compliance with the requirements of all Sanctions Programs applicable to such Subsidiary. To the best of the General Partner’s, each Borrower’s and each Guarantor’s knowledge, neither such Borrower, such Guarantor nor any of the Affiliates or Subsidiaries of any of them is named on any current Sanctions List. No part of the proceeds of the Loans and, to the knowledge of the General Partner, each Borrower and each Subsidiary, the proceeds of any Letter of Credit, have been or will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977.

(b) Each Borrower and each of its Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

Section 5.23. Security Interests. Except for those Borrowers listed on Schedule 5.23, each Borrower and each Subsidiary listed on Schedule 5.10 is a “transmitting utility” within the meaning of Section 9.501(b) of the Delaware Uniform Commercial Code. Except as set forth on Schedule 5.23(a), on the Restatement Effective Date, all governmental actions and all other filings, recordings, registrations, third party consents and other actions which are necessary to create and perfect the Liens provided for in the Collateral Documents will have been made, obtained and taken in all relevant jurisdictions, or satisfactory arrangements will have been made for all governmental actions and all other filings, recordings, registrations, third party consents, and other actions which are necessary to create and perfect the Liens provided for in the Collateral Documents to be made, obtained, or taken in all relevant jurisdictions. Upon the filing of the Collateral Documents, each of the Collateral Documents creates, as security for the Obligations, Hedging Liability and Bank Product Liability purported to be secured thereby, a valid, perfected and enforceable Lien existing in favor of the Administrative Agent that is superior to all other Liens other than Permitted Liens.

Section 5.24. Other Agreements and Documents. All Material Agreements existing on the Restatement Effective Date are listed on Schedule 5.24, and as of the Restatement Effective Date, except as set forth on such Schedule, all such Material Agreements are in full force and effect and no defaults by any Borrower or any Subsidiary, to the knowledge of the General Partner, each Borrower and each Subsidiary by any third party to the Material Agreements currently exist under such agreements which individually or in the aggregate could reasonably be

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expected to have a Material Adverse Effect. There does not exist any violation of any Organization Documents which could reasonably be expected to have a Material Adverse Effect.

Section 5.25. State and Federal Regulations. (a) In order to comply with the Interstate Commerce Act, the Energy Policy Act, and regulations promulgated by the FERC to implement those statutes, each Borrower or such Borrower’s Affiliates, as applicable, has on file with the FERC tariffs that govern the interstate transportation of Crude Oil on the Pipeline and Transportation Systems, except any FERC Jurisdictional Requirement that has been ordered or imposed but for which the time period for compliance therewith has not expired, or any FERC Jurisdictional Requirement that has not yet been ordered or imposed. With respect to the services provided by the Pipeline and Transportation Systems that are subject to FERC jurisdiction under the Interstate Commerce Act and are not subject to a valid waiver of applicable regulatory requirements granted by FERC, (i) to the knowledge of the General Partner and each Borrower, the rates on file with the FERC are just and reasonable and (ii) to the knowledge of the General Partner and each Borrower, no provision of the tariff containing such rates is unduly discriminatory or preferential. As of the Restatement Effective Date, none of the Borrowers, the Borrowers’ Subsidiaries, or any other Person that now owns an interest in any of the Pipeline and Transportation Systems has been within the past three (3) years or is the subject of a complaint, investigation or other proceeding at the FERC regarding their respective rates or practices with respect to the Pipeline and Transportation Systems. No complaint or investigation is currently pending before the FERC, nor to the knowledge of the General Partner, each Borrower and each Subsidiary is any such complaint or investigation currently contemplated, that could result in, if adversely determined to the position or interest of the Borrowers or their applicable Subsidiaries, or could reasonably be expected to result in, a Material Adverse Effect.

(b) With respect to those certain intrastate common carrier pipeline operations that are provided by the Pipeline and Transportation Systems, that are situated or conducted in the State of Texas (the “Texas Intrastate Pipelines”), such pipeline operations are subject to regulation by the Railroad Commission of Texas. Neither the MLP nor any of its Subsidiaries nor any other Person that now owns an interest in any of the Pipeline and Transportation Systems has been within the past three (3) years or is the subject of a complaint, investigation or other proceeding at the Railroad Commission of Texas regarding their respective rates or practices with respect to the Pipeline and Transportation Systems. No complaint or investigation is currently pending before the Railroad Commission of Texas, nor to the knowledge of the General Partner, each Borrower and each Subsidiary is any such complaint or investigation currently contemplated, that could result in, if adversely determined to the position or interest of the any Borrower or its applicable Subsidiaries, or could reasonably be expected to result in, a Material Adverse Effect.

(c) With respect to those certain common carrier pipeline services and operations that are provided by the Pipeline and Transportation Systems in the State of Louisiana, each Borrower and each Subsidiary that owns pipelines and conducts pipeline operations in the State of Louisiana has determined that no tariff filing with any regulatory agency of the State of Louisiana is necessary because all pipeline services within the State of Louisiana are interstate common carrier services that are governed exclusively by the FERC. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, no Borrower or Subsidiary which owns pipelines and conducts pipeline services and operations in

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the State of Louisiana has been subject to any written challenge, protest or complaint by any party, including any agency of the State of Louisiana, with respect to (i) the jurisdiction of the State of Louisiana or any agency thereof over such pipelines and pipeline services and operations in the State of Louisiana, or (ii) the lack of a tariff filing with any regulatory agency of the State of Louisiana regarding such pipeline services and operations.

(d) With respect to those certain common carrier pipeline services and operations that are provided by the Pipeline and Transportation Systems in the State of Arkansas, no Borrower or Subsidiary or any other Person that now owns an interest in any of those Pipeline and Transportation Systems has been within the past three (3) years or is the subject of a complaint, investigation or other proceeding at the Arkansas Public Service Commission regarding their respective rates or practices with respect to the Pipeline and Transportation Systems. No complaint or investigation is currently pending before the Arkansas Public Service Commission, nor to the knowledge of the General Partner, each Borrower and each Subsidiary is any such complaint or investigation currently contemplated, that could result in, if adversely determined to the position or interest of the Borrowers or their applicable Subsidiaries, or could reasonably be expected to result in, a Material Adverse Effect.

(e) With respect to those pipeline services and operations that are situated or conducted in any State other than the States of Texas, Louisiana, and Arkansas, except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, (i) (A) each Borrower and each Subsidiary which owns such pipelines and conducts such pipeline operations has determined that the rates and terms and conditions of shipment thereon are not subject to regulation by any State Pipeline Regulatory Agency, any other administrative agency of the such State, and (B) no Borrower or any such Subsidiary has been subject to any written challenge, protest or complaint by any party, including any agency of such State or FERC, with respect to (1) the jurisdiction of such State or any agency thereof over such pipelines and pipeline services and operations, (2) the jurisdiction of FERC over such pipelines and pipeline services and operations, or (3) with respect to the lack of a tariff filing with any regulatory agency of the such State or the FERC regarding such pipeline services and operations, or (ii) the Borrowers and Subsidiaries which own such pipelines and conducts such pipeline operations have filed with the applicable State Pipeline Regulatory Agency or the FERC tariffs applicable to such services that comply with applicable Legal Requirement and any regulations issued thereunder by the State Pipeline Regulatory Agency or the FERC.

(f) Each Borrower and each Subsidiary is in compliance with all rules, regulations and orders of the FERC and all State Pipeline Regulatory Agencies applicable to the Pipeline and Transportation Systems, except for any FERC Jurisdictional Requirement that has been ordered or imposed but for which that time period for compliance therein has not expired and except to the extent that any noncompliance, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(g) Each Borrower and each of its Subsidiaries, to the extent applicable, is in compliance with all Legal Requirements, including Department of Transportation, Pipeline and Hazardous Materials Safety Administration (“PHMSA”) regulations, applicable to the Pipeline and Transportation Systems, including but not limited to all such regulations pertaining to

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pipeline safety and integrity, control room management, personnel management and qualification, and annual and specific incident reports, except to the extent that any noncompliance, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. As of the Restatement Effective Date, none of the Contributing Affiliates has been subject to any material enforcement or remedial action by or involving PHMSA within the past three (3) years. No Borrower nor any of its Subsidiaries, to the extent applicable, has been subject to any material enforcement or remedial action by or involving PHMSA within the past three (3) years, except to the extent that any such enforcement or remedial action, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(h) As of the Restatement Effective Date, no Borrower or Subsidiary is liable for any material refunds or interest thereon as a result of an order from the FERC or any other Governmental Authority with jurisdiction over the Pipeline and Transportation Systems.

(i) Without limiting the generality of Section 5.18 of this Agreement, and except as to tariffs on file at the FERC and at applicable State Pipeline Regulatory Agencies, no material certificate, license, permit, consent, authorization or order (to the extent not otherwise obtained) is required by any Borrower or Subsidiary from any Governmental Authority to construct, own, operate and maintain the Pipeline and Transportation Systems, or to transport and/or distribute Crude Oil or Refined Products under existing contracts, agreements and tariffs as the Pipeline and Transportation Systems are presently owned, operated and maintained.

(j) The Borrowers are in compliance with the Consent Decree in all material respects and are not required to pay any penalties or other amounts or to take any actions thereunder which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(k) Each Borrower and each Subsidiary, to the extent applicable, is in compliance with (i) the Oil Pollution Act of 1990, 33 U.S.C. §§2701 et seq., (ii) the Water Pollution Act of 1972, 33 U.S.C. §§1251 et seq., and (iii) regulations issued by the EPA under the New Performance Standards and Natural Emission Standards for Hazardous Air Pollutants programs applicable to the Pipeline and Transportation Systems and the Terminals, except to the extent any noncompliance with the Legal Requirements described in clauses (i), (ii) and (iii) above, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Section 5.26. Title to Crude Oil and Refined Products. The Borrowers and Subsidiaries require that either (i) each shipper whose Crude Oil, Refined Projects or other petroleum products are transported through the Pipeline and Transportation Systems warrant that such shipper has title to, or the right to ship, all such Crude Oil, Refined Products or other petroleum products tendered to the Pipeline and Transportation Systems for transportation; or (ii) any Liens with respect to such Crude Oil, Refined Products or other petroleum products are subordinated to the applicable Borrowers’ or such Subsidiary’s right to payment for storage, throughput or other such charges.

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Section 5.27. Certificate of Beneficial Ownership. The Certificate of Beneficial Ownership executed and delivered to the Administrative Agent and the Lenders for each Borrower on or prior to the date of this Agreement, as updated from time to time in accordance with this Agreement, is accurate, complete and correct as of the date hereof and as of the date any such update is delivered. Each Borrower acknowledges and agrees that the Certificate of Beneficial Ownership is one of the Loan Documents.

Section 5.28. No EEA Financial Institution. Neither any Borrower nor any Guarantor is an EEA Financial Institution.

Section 6. Covenants.

Each Borrower covenants and agrees that, so long as any Loans or Letters of Credit are available to or in use by any Borrower hereunder and until all Obligations are paid in full:

Section 6.1. Information Covenants. The Borrowers will furnish to the Administrative Agent, with sufficient copies for each Lender:

(a) Quarterly Reports. Not later than (i) 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Consolidated Group and (ii) 95 days after the end of the last fiscal quarter of each fiscal year of the Consolidated Group, the MLP’s consolidated balance sheet as at the end of such fiscal quarter and the related consolidated statements of income or operations, partners’ capital, retained earnings, and cash flows for such fiscal quarter and for the elapsed portion of the fiscal year to date period then ended, each in reasonable detail, prepared by the Borrowers’ Agent in accordance with GAAP, and setting forth comparative figures for the corresponding prior fiscal quarter in the prior fiscal year, all of which shall be certified by the General Partner’s chief financial officer on behalf of the Borrowers’ Agent or by a financial or accounting officer of the General Partner acceptable to the Administrative Agent that they fairly present in all material respects in accordance with GAAP the consolidated financial condition of the MLP as of the dates indicated and the results of its operations and changes in its cash flows for the periods indicated, subject to normal year end audit adjustments and the absence of footnotes.

(b) Annual Statements. Not later than 95 days after the close of each fiscal year of the Consolidated Group, a copy of the MLP’s consolidated balance sheet as of the last day of the fiscal year then ended and the MLP’s consolidated statements of income or operations, partners’ capital, retained earnings, and cash flows for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail, and showing in comparative form the figures for the previous fiscal year, accompanied by an unqualified opinion of a firm of independent public accountants of recognized national standing, selected by the Borrowers’ Agent and acceptable to the Administrative Agent, to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in accordance with GAAP the consolidated financial condition of the MLP as of the close of such fiscal year and the results of its operations and cash flows for the fiscal year then ended and that an examination of such accounts in

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connection with such financial statements has been made in accordance with generally accepted auditing standards.

(c) Officer’s Certificates. Within 55 days after the end of each fiscal quarter of the Consolidated Group (except with respect to each fiscal quarter-end that is also a fiscal year-end in which case not later than 95 days), a certificate of the chief financial officer of the General Partner on behalf of the Borrowers’ Agent or other financial or accounting officer of the Borrowers’ Agent acceptable to Administrative Agent in the form of Exhibit E (i) stating no Default or Event of Default has occurred during the period covered by such statements of, if a Default or Event of Default exists, a detailed description of the Default or Event of Default and all actions the Borrowers are taking with respect to such Default or Event of Default, (ii) confirming that the representations and warranties stated in Section 5 remain true and correct in all material respects (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (iii) showing the Borrowers’ compliance with the covenants set forth in 6.20.

(d) Material Projects. Not less than 15 days (or such shorter period as is acceptable to the Administrative Agent in its reasonable discretion) prior to a Material Project Designation Date, and thereafter (until that date that is 12 months after the Commercial Operation Date for such Material Project) not less than 15 days (or such shorter period as is acceptable to the Administrative Agent in its reasonable discretion) prior to each required date of delivery of any compliance certificate pursuant to Section 6.1(c), the Borrowers shall deliver to the Administrative Agent a certificate setting forth a summary of such Material Project and the calculation for the proposed investment in such Material Project and the calculation of projected revenues therefrom, prepared by the Borrowers’ Agent and certified by the General Partner’s chief financial officer on behalf of the Borrowers’ Agent or by a financial or accounting officer of the General Partner acceptable to the Administrative Agent, which calculations must be acceptable to the Administrative Agent in its reasonable discretion, along with such other information and documentation with respect to such Material Project as is reasonably requested by the Administrative Agent (including financial modeling and other due diligence information, feasibility studies, engineering assessments, updated status reports for any Material Project currently under construction and covering original anticipated and current projected costs therefor, Capital Expenditures (completed and remaining), the anticipated Commercial Operation Date, which may not be modified without the prior written consent of the Administrative Agent (the “Scheduled Commercial Operation Date”), projected and/or existing revenues (including any applicable tariff-based revenues), customers (including information with respect to the creditworthiness thereof) and contracts), all in form and substance reasonably satisfactory to the Administrative Agent; if the Borrowers propose to make a Material Project EBITDA Adjustment with respect to a Material Project, then, after the Material Project Designation Date for such Material Project and not less than 15 days (or such shorter period as is acceptable to the Administrative Agent in its reasonable discretion) prior to each required date of delivery of any compliance certificate pursuant to Section 6.1(c), the Borrowers shall provide, in addition to the other deliveries required by this Section 6.1(d), the calculation for the

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proposed adjustment to be added to EBITDA, supporting information regarding pro forma projected amounts related thereto and any assumptions relating thereto), all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary herein, the Borrowers and their Subsidiaries shall not be required to deliver feasibility studies, engineering assessments, updated status reports or information concerning Capital Expenditures or pre-delivery of any Material Project EBITDA Adjustment for any Material Project that is not a Capital Project.

(e) Permian Expansion. Not less than 15 days (or such shorter period as is acceptable to the Administrative Agent in its reasonable discretion) prior to the Borrowers’ Agent’s designation of the Permian Expansion to the Administrative Agent and thereafter (until that date that is 12 months after the Permian Expansion Operation Date) not less than 15 days (or such shorter period as is acceptable to the Administrative Agent in its reasonable discretion) prior to each required date of delivery of any compliance certificate pursuant to Section 6.1(c), the Borrowers shall deliver to the Administrative Agent a certificate setting forth a summary of the Permian Expansion and the calculation for the proposed investment in the Permian Expansion and the calculation of projected revenues and distributions to be received from the Permian Joint Venture as a result of the Permian Expansion, prepared by the Borrowers’ Agent and certified by the General Partner’s chief financial officer on behalf of the Borrowers’ Agent or by a financial or accounting officer of the General Partner acceptable to the Administrative Agent, which calculations must be acceptable to the Administrative Agent in its reasonable discretion, along with such other information and documentation with respect to the Permian Expansion as is reasonably requested by the Administrative Agent (including financial modeling and other due diligence information, feasibility studies, engineering assessments, updated status reports (which reports will cover original anticipated and current projected costs), Capital Expenditures (completed and remaining), the anticipated Permian Expansion Operation Date, which may not be modified without the prior written consent of the Administrative Agent (the “Scheduled Permian Expansion Operation Date”), projected and/or existing revenues (including any applicable tariff-based revenues), customers (including information with respect to the creditworthiness thereof) and contracts), all in form and substance reasonably satisfactory to the Administrative Agent; if the Borrowers propose to add a Permian Expansion Adjustment to EBITDA, then, after the Borrowers’ Agent’s designation of the Permian Expansion to the Administrative Agent and not less than 15 days (or such shorter period as is acceptable to the Administrative Agent in its reasonable discretion) prior to each required date of delivery of any compliance certificate pursuant to Section 6.1(c), the Borrowers shall provide, in addition to the other deliveries required by this Section 6.1(e), the calculation for the proposed Permian Expansion Adjustment Amount to be added to EBITDA, supporting information regarding pro forma projected amounts related thereto and any assumptions relating thereto), all in form and substance reasonably satisfactory to the Administrative Agent.

(f) Budgets. As soon as available, but in any event no later than 80 days after the first day of each fiscal year of the MLP, a budget in form satisfactory to the Administrative Agent (including, without limitation, budgeted consolidated statements of

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income, and sources and uses of cash and balance sheets for the MLP) of the MLP in reasonable detail satisfactory to the Administrative Agent for each fiscal quarter of such fiscal year and with the principal assumptions upon which such budget is based. (The deliveries described in Section 3.2(q) are deemed to satisfy the requirements of this Section 6.1(f) for the fiscal year of the Consolidated Group commencing January 1, 2018.)

(g) Notice of Default or Litigation, Labor Matters, Collateral Losses and Contracts. Promptly, and in any event within seven Business Days after any officer of any Borrower or the General Partner obtains knowledge thereof, (i) notice of the occurrence of any event which constitutes a Default or an Event of Default or any other event which could reasonably be expected to have a Material Adverse Effect, which notice shall specify the nature thereof, the period of existence thereof and what action the Borrowers propose to take with respect thereto, (ii) notice of the commencement of, or threat of, or any significant adverse development in, any litigation, labor controversy, arbitration or governmental proceeding pending against the Borrowers or any of their Subsidiaries which, if adversely determined, could reasonably be expected to have a Material Adverse Effect, (iii) any material notice, summons, citation, proceeding or order received from the FERC or any other Governmental Authority concerning the regulation of any material portion of the Pipeline and Transportation Systems (other than any notice or order that is applicable to all Persons engaged in the same business as the Borrowers or their Subsidiaries), (iv) notice of any labor dispute to which any Borrower or any of their Subsidiaries may become a party and which may have a Material Adverse Effect, (v) notice of any strikes, walkouts, or lockouts relating to any Borrower’s or any of their Subsidiaries’ plants or other facilities that could reasonably be expected to have a Material Adverse Effect, (vi) any Events of Loss where the aggregate damage to the Collateral and/or lost contribution margins of the MLP and its Subsidiaries (after taking into account any insurance proceeds available for such lost contribution margins) could reasonably be expected to exceed U.S. $3,000,000 and (vii) any Material Agreements entered into after the Restatement Effective Date to the extent reasonably requested by the Administrative Agent.

(h) Management Letters. Promptly after any Borrower’s receipt thereof, a copy of each report or any “management letter” submitted to such Borrower or any of its Subsidiaries by its certified public accountants and the management’s responses thereto.

(i) Other Reports and Filings. Promptly, and without duplication to the extent such information is already provided hereunder, copies of all (i) financial information, (ii) proxy materials and (iii) other material information (including, without limitation, certificates, reports, statements and completed forms), if any, which any Borrower or any of its Subsidiaries (x) files with the SEC, (y) furnishes to the holders of the any Borrower’s public securities, or (z) has delivered to holders of, or to any agent or trustee with respect to, any Permitted Note Indebtedness and any other Indebtedness of any Borrower or any of its Subsidiaries in their capacity as such a holder, agent or trustee to the extent that the aggregate principal amount of such Indebtedness exceeds (or upon the utilization of any unused commitments may exceed) U.S. $5,000,000.

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(j) Environmental Matters. Promptly upon, and in any event within seven Business Days after any officer of any Borrower or the General Partner obtains knowledge thereof, written notice of one or more of the following environmental matters which individually, or in the aggregate, may reasonably be expected to have a Material Adverse Effect or cause any material portion of property described in the Deed of Trust to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that would materially and adversely interfere with or impact the use of the affected property in the Business: (i) an Environmental Claim against any Borrower or any of its Subsidiaries or any real property owned or operated by any Borrower or any of its Subsidiaries; (ii) any condition or occurrence on or arising from any real property owned or operated by any Borrower or any of its Subsidiaries, including any Release of Hazardous Material, that (A) results in noncompliance by such Borrower or any of its Subsidiaries with any applicable Environmental Law or (B) could reasonably be expected to form the basis of an Environmental Claim against such Borrower or any of its Subsidiaries or any such real property; and (iii) any removal or remedial actions to be taken in response to the actual or alleged violation of Environmental Law or presence of any Hazardous Material on any real property owned or operated by any Borrower or any of its Subsidiaries as required by any Environmental Law or any Governmental Authority. All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or removal or remedial action and the General Partner’s, such Borrower’s or such Subsidiary’s response thereto.

(k) Permitted Joint Venture Quarterly Reports. Not later than 75 days after the end of each of the first three fiscal quarters of each fiscal year of the Consolidated Group, for each Permitted Joint Venture, the consolidated balance sheet of such Joint Venture as at the end of such fiscal quarter and the related consolidated statements of income or operations, partners’ capital or other equity, retained earnings, and cash flows for such fiscal quarter and for the elapsed portion of the fiscal year to date period then ended, each in reasonable detail, prepared in accordance with GAAP, and to the extent available, setting forth comparative figures for the corresponding prior fiscal quarter in the prior fiscal year, all of which shall be certified by the General Partner’s chief financial officer on behalf of the Borrowers’ Agent or by a financial or accounting officer of the General Partner acceptable to the Administrative Agent that they fairly present in all material respects in accordance with GAAP the consolidated financial condition of such Permitted Joint Venture as of the dates indicated and the results of its operations and changes in its cash flows for the periods indicated, subject to normal year end audit adjustments and the absence of footnotes.

(l) Permitted Joint Venture Annual Statements. Not later than 95 days after the close of each fiscal year of the Consolidated Group, a copy of each Permitted Joint Venture’s consolidated balance sheet as of the last day of the fiscal year then ended and such Permitted Joint Venture’s consolidated statements of income or operations, partners’ capital or other equity, retained earnings, and cash flows for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail, and to the extent available, showing in comparative form the figures for the previous fiscal year, accompanied by an unqualified opinion of a firm of independent public accountants of recognized national

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standing, to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in accordance with GAAP the consolidated financial condition of such Permitted Joint Venture as of the close of such fiscal year and the results of its operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards.

(m) Notice of Permitted Joint Venture or Conversion of Permitted Joint Venture. Not later than 15 days (or such shorter period as is acceptable to the Administrative Agent in its reasonable discretion) prior to an initial investment in a Permitted Joint Venture by any Borrower or any of its Subsidiaries, written notice of such Permitted Joint Venture and such investment therein (at which time Schedule 5.10 shall be deemed to include a reference to such Permitted Joint Venture); provided that, at the time of such notice or after giving effect thereto, no Default or Event of Default shall exist; provided further that, the Borrowers may at any time provide written notice to the Administrative Agent that they are designating a Permitted Joint Venture (which otherwise qualifies as a Subsidiary) to be a Subsidiary hereunder and, upon the Administrative Agent’s receipt of such notice and at all times thereafter, such Person shall cease to be a Permitted Joint Venture and shall be a Subsidiary subject to the terms hereof, including Section 4, and the other Loan Documents.

(n) Other Information. From time to time, such other information or documents (financial or otherwise) as the Administrative Agent may reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or 6.01(h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrowers post such documents, or provides a link thereto, on the website of the Borrowers’ Agent on the Internet at the website address set forth in Section 10.8(b); or (ii) on which such documents are posted on such Borrower’s behalf on the Platform. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers, as applicable, with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Section 6.2. Inspections; Field Examinations. Each Borrower will, and will cause each Subsidiary to, permit (a) officers, representatives and agents of the Administrative Agent to visit and inspect any Property of such Borrower or such Subsidiary, and to examine the books of account of such Borrower or such Subsidiary and (b) officers, representatives and agents of the Administrative Agent or any Lender to discuss the affairs, finances and accounts of such Borrower or such Subsidiary with its and their officers and independent accountants, all at such reasonable times as the Administrative Agent or any Lender (with respect to Section 6.2(b) only) may request; provided that, prior written notice of any such visit, inspection, examination or request for discussion shall be provided to such Borrower and such visit, inspection, examination or request for discussion shall be performed at reasonable times to be agreed to by such

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Borrower, which agreement will not be unreasonably withheld. Each Borrower shall pay to the Administrative Agent for its own use and benefit reasonable charges for examinations of the Collateral performed by the Administrative Agent or its agents or representatives in such amounts as the Administrative Agent may from time to time request (the Administrative Agent acknowledging and agreeing that such charges shall be computed in the same manner as it at the time customarily uses for the assessment of charges for similar collateral examinations); provided, however, that in the absence of any Default and Event of Default, the Administrative Agent may not conduct more than two such examinations per calendar year and the Borrowers shall not be required to pay the Administrative Agent for more than two such examinations per calendar year.

Section 6.3. Maintenance of Property and Insurance, Environmental Matters, etc. (a) Each Borrower will, and will cause each of its Subsidiaries to, (i) keep (or cause to be kept) its material property, plant and equipment in good repair, working order and condition, normal wear and tear, casualty and condemnation excepted, and shall from time to time make (or cause to be made) all necessary repairs, renewals, replacements, extensions, additions, betterments and improvements thereto so that at all times such material property, plant and equipment are reasonably preserved and maintained (or in process thereof) and (ii) maintain (or cause to be maintained) in full force and effect with financially sound and reputable insurance companies insurance which provides substantially the same (or greater) coverage and against at least such risks as is in accordance with industry practice, and shall furnish to the Administrative Agent upon request full information as to the insurance so carried. In any event, each Borrower shall, and shall cause each of its Subsidiaries to, maintain (or cause to be maintained) insurance on the Collateral to the extent required by the Collateral Documents. Without limiting the foregoing, each Borrower will maintain (or cause to be maintained) during the term of this Agreement, at no cost to the Administrative Agent or the Lenders, environmental insurance coverage, property/business interruption insurance coverage and other insurance coverage that is reasonable and customary for pipeline logistics operators but in no event shall such property/business interruption insurance coverage be less than U.S. $150,000,000 per occurrence; provided, however, that, notwithstanding the foregoing, the insurance maintained (or caused to be maintained) by the Borrowers shall at all times be in coverage amounts reasonably satisfactory to the Administrative Agent. The Borrowers shall require the insurer to add and maintain the Administrative Agent as an additional insured or lender or loss payee, as applicable, on any such policies. Notwithstanding anything to the contrary herein, the Borrowers and their Subsidiaries may obtain through a Captive Insurance Subsidiary all or any insurance required under this Section 6.3(a) or under the Collateral Documents to the extent (x) such insurance obtained through a Captive Insurance Subsidiary is reinsured by one or more responsible and reputable insurance companies, associations, or associates, or the federal government, (y) any reinsurance agreements between such Captive Insurance Subsidiary and such reinsurance companies, associations, or associates described in the foregoing clause (x) shall provide for direct access to such reinsurers through a direct access cut-through endorsement for all named insureds, loss payees and mortgagees, and (z) such arrangements are otherwise acceptable to the Administrative Agent in its reasonable discretion. Notwithstanding anything to the contrary contained herein, if at any time any owned real property is pledged as Collateral hereunder, the applicable Borrower shall (A) maintain, if available, fully paid flood hazard insurance on all real property that is located in a special flood hazard area and that constitutes Collateral, on such

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terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, the Federal Flood Disaster Protection Act and rules and regulations promulgated thereunder or as otherwise required by the Administrative Agent or any Lender, (B) promptly furnish to the Administrative Agent notice of any non-renewal or intention of non-renewal of any such policies received by any Borrower in writing, and (C) furnish to the Administrative Agent prompt written notice in the event any Borrower or any Subsidiary receives written notice of any re-designation of any such improved real property into or out of a special flood hazard area.

(b) Without limiting Section 6.03(a), each Borrower and its Subsidiaries shall (i) maintain or cause the maintenance of the interests and rights which are necessary to maintain the Pipeline and Transportation Systems and the Terminals, which individually or in the aggregate, could, if not maintained, reasonably be expected to have a Material Adverse Effect; (ii) subject to Permitted Liens, maintain the Pipeline and Transportation Systems within the confines of the Pipeline Rights without encroachment upon any adjoining property and maintain the Terminals within the legal boundaries of the same and without encroachment upon any adjoining property, except where the failure of the Pipeline and Transportation Systems and Terminals to be so maintained, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (iii) maintain such rights of ingress and egress necessary to permit each Borrower and its Subsidiaries to inspect, operate, repair, and maintain the Pipeline and Transportation Systems and the Terminals to the extent that failure to maintain such rights, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and provided that any Borrower or any of its Subsidiaries may hire third parties to perform these functions; and (iv) maintain all material agreements, licenses, permits, and other rights required for any of the foregoing described in clauses (i), (ii), and (iii) of this Section 6.03(b) in full force and effect in accordance with their terms, timely make any payments due thereunder, and prevent any default thereunder which could result in a termination or loss thereof, except any such failure to maintain or pay or any such default that could not reasonably, individually or in the aggregate, be expected to cause a Material Adverse Effect.

(c) Without limiting Section 6.3(a), each Borrower and its Subsidiaries: (i) shall comply with, and maintain (or cause to be maintained) all real property owned each such Borrower or its Subsidiaries in compliance with, any applicable Environmental Laws and Environmental Permits, except to the extent that noncompliance, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (ii) shall pursue or apply for, and once obtained, maintain in full force and effect all governmental approvals required for its operations at or on its properties by any applicable Environmental Laws or Environmental Permits, except where failure to so pursue, apply for or maintain could not reasonably, individually or in the aggregate, be expected to cause a Material Adverse Effect; (iii) shall cure as soon as reasonably practicable any violation of applicable Environmental Laws or Environmental Permits with respect to any of its properties which violations, if not so cured, individually or in the aggregate, may reasonably be expected to have a Material Adverse Effect; and (iv) shall not, and shall not permit any other Person to, own or operate on any of its properties any landfill or dump or hazardous waste treatment, storage or disposal facility as defined pursuant to the RCRA, or any comparable state law, unless such ownership or operation is ancillary to the Business and in material compliance with all Environmental Laws. With respect to any Release of Hazardous Materials, the Borrowers and their Subsidiaries shall, in all material respects, conduct any

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necessary or required investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other response action necessary to remove, cleanup or abate any material quantity of Hazardous Materials released at or on any of its properties as required by any applicable Environmental Law or Environmental Permits.

(d) In the event that the FERC orders or imposes any FERC Jurisdictional Requirement against any Borrower or any Subsidiary, such Borrower or such Subsidiary shall promptly comply in all respect with all terms of such FERC Jurisdictional Requirement within the time period required thereby.

Section 6.4. Preservation of Existence. Each Borrower will, and will cause each of its Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, its franchises, authority to do business, licenses, patents, trademarks, copyrights and other proprietary rights; provided, however, that nothing in this Section 6.4 shall prevent, to the extent permitted by Section 6.13, sales of assets by any Borrower or any of its Subsidiaries, the dissolution or liquidation of any Subsidiary of any Borrower, or the merger or consolidation between or among the Subsidiaries of any Borrower. No Subsidiary of any Borrower shall be a Foreign Subsidiary, other than any Canadian Subsidiary.

Section 6.5. Compliance with Laws. Each Borrower shall, and shall cause each Subsidiary to, comply in all respects with the requirements of all laws, rules, regulations, ordinances and orders of any Governmental Authority applicable to such Borrower’s or any of its Subsidiaries’ Property or business operations of any Governmental Authority, where any such non-compliance, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 6.6. ERISA. (a) Each Borrower shall, and shall cause each other member of its Controlled Group to, promptly pay and discharge all its obligations and liabilities arising under ERISA with respect to a Pension Plan or a Post-Retirement Benefit Plan of a character which if unpaid or unperformed would have a Material Adverse Effect or result in the imposition of a Lien that primes the Liens that secure the Obligations upon any of its Property. Each Borrower shall, and shall cause each other member of its Controlled Group to, if a material liability to a Borrower or a Guarantor would result, promptly notify the Administrative Agent and each Lender of: (i) the occurrence of any “reportable event” (as defined in Section 4043(c) of ERISA and the regulations thereunder) with respect to a Pension Plan (other than an event with respect to which notice is waived pursuant to the applicable regulations), (ii) receipt of any notice from the PBGC of its intention to seek termination of any Pension Plan or appointment of a trustee therefor, (iii) its intention to terminate any Pension Plan in a non-standard termination or to withdraw from any Multiemployer Plan.

(b) The Borrowers shall, and shall cause each Subsidiary to, promptly pay and discharge or remit when due all material obligations and liabilities (including without limitation all employer and employee payments, contributions and premiums) arising under or in respect of each Canadian Pension Plan and Canadian Benefit Plan (in this Section 6.6(b), collectively the

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“Canadian Plans” or individually, a “Canadian Plan”) of a character which if unpaid or unperformed would result in the imposition of a Lien against any of its Property or have a Material Adverse Effect. The Borrowers shall, and shall cause each Subsidiary to, if a material liability to a Borrower or a Guarantor would result, promptly notify the Administrative Agent of: (i) the occurrence of any reportable event with respect to a Canadian Plan, or (ii) receipt of any notice from the Canadian Pension Regulator of its intention to seek termination or wind-up, in whole or in part, of any Canadian Plan or appointment of a trustee therefor, in a non-standard termination. The Borrowers shall cause to be delivered to the Administrative Agent, if a Material Adverse Effect would be reasonably likely to result, (i) promptly after receipt thereof a copy of any material direction, order, notice, ruling or opinion from any governmental authority (including without limitation the Canadian Pension Regulator) with respect to any Canadian Plan (including any notice or proposal to terminate or wind up, in whole or in part, any Canadian Pension Plan or Canadian Benefit Plan), (ii) any default or violation notice under any Canadian Plan or any suit, action, claim or proceeding commenced or threatened with respect to any Canadian Plan or its assets that could result in any material liability, payment of taxes, fine or penalty or (iii) any material change in the funding or contribution requirements for any Canadian Plan. Each Borrower covenants and agrees that it will and will cause any Subsidiary to continue to fulfill its obligations when due in respect of any Canadian Union-Administered Plan as required pursuant to any collective agreement and applicable law, including but not limited to withholding and remitting employee (if any) and employer contributions.

Section 6.7. Payment of Taxes. Each Borrower will, and will cause each of its Subsidiaries to, pay and discharge, (a) all Taxes imposed upon it before becoming delinquent and before any penalties accrue thereon, unless and to the extent that the same are being contested in good faith by proper proceedings and for which adequate reserves have been established in accordance with GAAP; and (b) all Taxes imposed upon any material portion of its Property, before becoming delinquent and before any penalties accrue thereon, unless and to the extent that the same are being contested in good faith and by proper proceedings and as to which adequate reserves have been established in accordance with GAAP.

Section 6.8. Contracts with Affiliates. No Borrower shall, nor shall it permit any Subsidiary to, enter into any contract, agreement or business arrangement with any of its Affiliates (other than direct or indirect Wholly-owned Subsidiaries) on terms and conditions which, when taken as a whole, are materially less favorable to such Borrower or such Subsidiary than would be usual and customary in similar contracts, agreements or business arrangements between Persons not affiliated with each other; provided that the foregoing restriction shall not (a) apply to transactions between or among the any Borrower and its Subsidiaries, between or among the Borrowers, or between or among the Subsidiaries, (b) apply to transactions pursuant to the Material Agreements as in effect on the Restatement Effective Date or, if applicable, to the extent modified as permitted under this Agreement, (c) apply to contracts, agreements, and business arrangements that (i) are approved by the conflicts committee of the board of directors (or similar governing body) of the General Partner, (ii) are approved by the majority of directors on such committee that are not Related Parties of Holdings (except in their capacities as such directors for the General Partner), (iii) are entered into pursuant to the reasonable business judgment of such Borrower or such Subsidiary party thereto, and (iv) are not entered into during the continuance of a Default or an Event of Default and no Default or Event of Default would be

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caused thereby, and (d) prohibit each Borrower and each Subsidiary from declaring or paying any lawful dividend or distribution otherwise permitted hereunder.

Section 6.9. Restrictions or Changes; Material Agreements; Organization Documents. No Borrower shall, nor shall it permit any Subsidiary to, change its fiscal year or fiscal quarters from its present basis, reduce the term of any Material Agreement, or otherwise amend or modify (or with respect to Material Agreements with Affiliates of the MLP, allow to be amended or modified) any Material Agreement in a manner that could reasonably be expected to have a Material Adverse Effect. (For purposes of clarity, the parties hereto agree that any change that occurs pursuant to the express, self-operative terms of any Material Agreement does not constitute a modification under the foregoing sentence). Each Borrower and each Subsidiary shall perform and observe all the terms and provisions of each Material Agreement to be performed or observed by it, maintain each such Material Agreement in full force and effect, enforce each such Material Agreement in accordance with its terms, upon the request of the Administrative Agent, make to each other party to each such Material Agreement such demands and requested for information and reports or for action as any Borrower or any Subsidiary, as applicable, is entitled to make under such Material Agreement, except, in any case, where failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No Borrower shall amend, change or otherwise modify its Organization Documents in a manner adverse to the interests of the Lenders; provided that, notwithstanding the foregoing, no Borrower shall amend, change or otherwise modify its Organization Documents in any manner without the prior written consent of the Administrative Agent.

Section 6.10. Change in the Nature of Business. No Borrower shall, nor shall it permit any Subsidiary or Permitted Joint Venture to, engage in any business or activity other than the Business.

Section 6.11. Indebtedness. No Borrower shall, nor will it permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except;

(a) the Obligations, Hedging Liability, and Bank Product Liability of the Borrowers and their Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates);

(b) Indebtedness owed pursuant to Hedge Agreements entered into in the ordinary course of business and not for speculative purposes with Persons other than Lenders (or their Affiliates);

(c) intercompany Indebtedness among the Borrowers, or between or among any Borrower or Borrowers and any Subsidiary or Subsidiaries to the extent permitted by Section 6.14;

(d) Purchase Money Indebtedness and Capitalized Lease Obligations of the Borrowers and their Subsidiaries in an amount not to exceed U.S. $50,000,000 in the aggregate at any time outstanding; provided, however, not more than U.S. $15,000,000 of

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such amount at any one time outstanding shall be permitted for expenditures that are not Capital Expenditures;

(e) endorsement of instruments or other payment items for deposit or collection of commercial paper received in the ordinary course of business;

(f) Indebtedness consisting of (i) unsecured guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations; and (ii) unsecured guarantees arising with respect to customary indemnification obligations to purchasers in connection with permitted dispositions;

(g) unsecured Indebtedness of any Borrower or any Subsidiary in an aggregate principal amount not to exceed U.S. $50,000,000 at any time outstanding that is incurred on the date of the consummation of a Permitted Acquisition solely for the purpose of consummating such Permitted Acquisition; provided that (i) no Event of Default has occurred and is continuing or would result therefrom, (ii) such unsecured Indebtedness is not incurred for working capital purposes, (iii) such unsecured Indebtedness does not mature prior to that date that is twelve (12) months after the Termination Date, (iv) such Indebtedness is subordinated in right of payment to the Obligations, Hedging Liability and Bank Product Liability on terms and conditions reasonably satisfactory to the Administrative Agent and is otherwise on terms and conditions (including all economic terms and the absence of covenants) reasonably acceptable to the Administrative Agent, and (v) the only interest that accrues with respect to such Indebtedness is payable in kind;

(h) Acquired Indebtedness in an amount not to exceed U.S. $35,000,000 in the aggregate at any time outstanding;

(i) Indebtedness owed to any Person providing property, casualty, liability, or other insurance or the broker therefore or any company providing financing with respect to the premiums for such insurance to or for the benefit of any Borrower or any Subsidiary, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, unpaid insurance premiums for the one year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year;

(j) unsecured Indebtedness incurred in respect of overdraft protection, and other like services, in each case, incurred in the ordinary course of business;

(k) Contingent Obligations of a Borrower or a Subsidiary in respect of (i) Indebtedness otherwise permitted hereunder and (ii) Indebtedness of a Controlled Joint Venture to the extent permitted under Section 6.22(a)(i);

(l) to the extent constituting Indebtedness, investments permitted under Section 6.14;

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(m) secured Indebtedness of any Borrower or any Subsidiary not otherwise permitted by this Section in an aggregate principal amount not to exceed U.S. $5,000,000 at any one time outstanding;

(n) Permitted Note Indebtedness;

(o) unsecured Subordinated Debt in an aggregate principal amount not to exceed U.S. $15,000,000 in the aggregate at any time outstanding; and

(p) unsecured Indebtedness of any Borrower and any Subsidiary not otherwise permitted by this Section in an aggregate principal amount not to exceed U.S. $20,000,000 in the aggregate at any time outstanding.

Section 6.12. Liens. No Borrower shall, nor shall it permit any of its Subsidiaries to, create, incur or suffer to exist any Lien on any of its Property; provided that the foregoing shall not prevent the following (the Liens described below, the “Permitted Liens”):

(a) inchoate Liens for the payment of Taxes which are not yet delinquent or the payment of which is not required by Section 6.7;

(b) Liens arising by statute in connection with worker’s compensation, unemployment insurance, old age benefits, social security obligations, Taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with bids, tenders, contracts or leases to which any Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided, in each case, that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and for which adequate reserves have been established in accordance with GAAP;

(c) mechanics’, workmen’s, materialmen’s, landlords’, carriers’ (including common carriers’) bailee’s or other similar Liens arising in the ordinary course of business with respect to obligations which are not past due for more than forty-five (45) days or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and for which adequate reserves have been established in accordance with GAAP;

(d) Liens created by or pursuant to this Agreement and the Collateral Documents;

(e) Liens on Property of any Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Sections 6.11(d), representing or incurred to finance the purchase price of Property; provided that, no such Lien shall extend to or cover other Property of such Borrower or such Subsidiary other than the respective Property so acquired, and the principal amount of indebtedness secured by any such Lien

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shall at no time exceed the purchase price of such Property, as reduced by repayments of principal thereon;

(f) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions and Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection;

(g) Liens comprised of minor defects, irregularities, and deficiencies in title to, and easements, rights-of-way, zoning restrictions and other similar restrictions, charges or encumbrances, defects and irregularities in the physical placement and location of pipelines within the areas covered by the easements, leases, licenses and other rights in real property in favor of any Borrower or any Subsidiary which, individually and in the aggregate, do not materially adversely interfere with the ordinary conduct of business by such Subsidiary or such Borrower, as applicable;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 7.1(g);

(i) Liens to secure the performance of bids, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(j) Liens set forth on Schedule 6.12;

(k) Liens appearing as exceptions listed on Schedule B to the Title Policies;

(l) Liens securing any sale-leaseback permitted under this Agreement in an amount not to exceed U.S. $3,000,000 in the aggregate at any time outstanding;

(m) Liens securing the interests of a broker or other trade counterparty with respect to any margin account pursuant to a Hedge Agreement maintained by any Borrower or any Subsidiary in the ordinary course of business in an amount not to exceed U.S. $35,000,000 in the aggregate at any time outstanding;

(n) Liens on specified assets which Liens are not otherwise permitted by this Section 6.12 so long as the aggregate fair market value (determined, in the case of each such Lien, as of the date such Lien is incurred) of such specified assets subject thereto does not exceed (as to the Borrowers and all their Subsidiaries) U.S. $25,000,000 at any one time; and

(o) Liens on Property of any Borrower or any Subsidiary securing indebtedness permitted by Section 6.11(m).

Section 6.13. Consolidation, Merger, and Sale of Assets. No Borrower shall, nor will it permit any of its Subsidiaries to, divide, wind up, liquidate or dissolve its affairs or agree to any merger or consolidation with or into any other Person, or convey, sell, lease or otherwise dispose

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of all or any part of its Property, including any disposition as part of any sale-leaseback transactions except that this Section shall not prevent:

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

(b) the sale, transfer or other disposition of any tangible personal property that, in the reasonable judgment of any Borrower or its Subsidiaries, has become uneconomic, obsolete or worn out;

(d) the merger (or dissolution) of any Subsidiary with and into any Borrower or any other Subsidiary, provided that, in the case of any merger (or dissolution) involving any Borrower, such Borrower is the legal entity surviving the merger (or dissolution); provided further that, in the case of any merger (or dissolution) involving the MLP, the MLP is the legal entity surviving the merger (or dissolution);

(e) the disposition or sale of Cash Equivalents on consideration for cash in the ordinary course of business;

(f) the sale, transfer, lease, or other disposition of Property of any Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrowers and their Subsidiaries not more than U.S. $20,000,000 during any fiscal year of the Borrowers;

(g) the making of Restricted Payments permitted by Section 6.15;

(h) ordinary course dispositions of (i) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction), and (ii) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business then conducted by any Borrower or any Subsidiary, as applicable, and do not materially detract from the value or use of the Property which they affect;

(i) dispositions by the Borrowers and their Subsidiaries not otherwise permitted under this Section 6.13, subject to the following conditions:

(A) that no Event of Default exists at the time of such Disposition or would result from such Disposition;

(B) that the aggregate book value of all property disposed of in reliance of this clause (i) in any fiscal year of the Borrowers shall not exceed U.S. $35,000,000; and

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(j) so long as no Event of Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 6.13(i);

(k) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business;

(l) the lapse of registered patents, trademarks and other intellectual property of the Borrowers or any of their Subsidiaries to the extent that the continued registration thereof is not economically desirable in the conduct of its business and so long as such lapse is not materially adverse to the interests of the Lenders;

(m) the sale or issuance of Ownership Interests of any Borrower that does not result in a Change of Control hereunder;

(n) Permitted Liens;

(o) any investment permitted under Section 6.14, to the extent any such investment is deemed to be a disposition;

(p) any involuntary Event of Loss;

(q) the disposition or sale of Ownership Interests of Permitted Joint Ventures; provided that, to the extent required by Section 2.7(b)(i), the Obligations are prepaid with any Net Cash Proceeds of such disposition or sale;

(r) so long as no Event of Default has occurred and is continuing, the disposition or sale of approximately 98 acres located at 1000 Emma Drive, Mountain View, Arkansas; and

(s) the leasing of real property and personal property in the ordinary course of business.

Section 6.14. Advances, Investments and Loans. No Borrower shall, nor will it permit any of its Subsidiaries to, directly or indirectly, make loans or advances to, guarantee any obligations of, or make, retain or have outstanding any investments (whether through purchase of equity interests or obligations or otherwise) in, any Person, or acquire all or substantially all of the assets or business of any other Person or division thereof, or enter into any partnerships or joint ventures, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, except that this Section shall not prevent:

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(a) receivables created in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

(b) investments in Cash Equivalents;

(c) investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business, including the receipt of security for such obligations;

(d) investments or advances made by any Borrower or any of its Subsidiaries in any direct or indirect Wholly-owned Subsidiaries or any other Borrower, and investments made from time to time after the Restatement Effective Date by any Borrower or any of its Subsidiaries in any direct or indirect Wholly-owned Subsidiaries or any other Borrower to the extent permitted by Section 6.17;

(e) intercompany advances made from time to time from any Borrower to any one or more direct or indirect Wholly-owned Subsidiaries in the ordinary course of business;

(f) Permitted Acquisitions;

(g) Hedge Agreements entered into in the ordinary course of business and not for speculative purposes;

(h) the making of any payments Permitted by Section 6.15 hereof;

(i) investments consisting of negotiable instruments held for collection in the ordinary course of business;

(j) advances to officers, directors and employees of any Borrower and its Subsidiaries in an aggregate amount of all Borrowers not to exceed U.S. $1,500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;

(k) deposits of cash or Cash Equivalents in an aggregate amount not to exceed U.S. $750,000 at any time, made in the ordinary course of business to secure performance of operating leases;

(l) investments set forth on Schedule 6.14;

(m) the Guaranties;

(n) Contingent Obligations permitted by Section 6.11 hereof;

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(o) investments consisting of debt securities as partial consideration for the disposition of assets to the extent permitted by Section 6.13(i);

(p) [Intentionally Omitted];

(q) the Borrowers and their Subsidiaries making expenditures for Material Projects, including through investments (or loans in lieu of investments) in Permitted Joint Ventures; provided that, the following conditions are satisfied at the time of each such expenditure or investment and after giving effect thereto:

(i) the Borrowers have complied with Section 6.1(d);

(ii) such Material Project is only for, or is being established only for, the Business that is permitted pursuant to Section 6.10 and has, or will have, its primary location in the United States of America or Canada;

(iii) after the Restatement Effective Date, the Consolidated Group may not make expenditures for more than three (3)Material Borrower Projects; and

(iv) no Default or Event of Default shall exist;

(r) other investments not otherwise permitted under this Section 6.14 and not including investments in the Person or the assets that are the subject of the Permian Acquisition; provided that, the following conditions are satisfied at the time of each such investment and after giving effect thereto:

(i) the Borrowers shall have Unused Commitments (after giving effect to any increase in the U.S. Revolving Credit Commitments made pursuant to Section 2.1(b)) of not less than U.S. $30,000,000;

(ii) no Default or Event of Default shall exist;

(iii) the Borrowers shall be in compliance (after giving pro forma effect to the making of such investments) with the covenants contained Section 6.20, and the Borrowers shall have delivered the Administrative Agent an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20; and

(s) (A) the Permian Acquisition and (B) other investments in the Permian Joint Venture, including for the purpose of the Permian Expansion; provided that, the following conditions are satisfied at the time of each such investment under this clause (s)(B) and after giving effect thereto:

(i) the Borrowers shall have Unused Commitments (after giving effect to any increase in the U.S. Revolving Credit Commitments made pursuant to Section 2.1(b)) of not less than U.S. $30,000,000;

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(ii) no Default or Event of Default shall exist; and

Notwithstanding anything in this Section 6.14 to the contrary, any investments, loans, and advances made by the Borrowers (and any of their Subsidiaries that are not Excluded Subsidiaries) in and to Excluded Subsidiaries shall only be permitted in and to Excluded Subsidiaries that are Canadian Subsidiaries; provided that, the aggregate amount outstanding of such investments, loans, and advances to such Excluded Subsidiaries shall not at any time exceed the sum of (x) U.S. $75,000,000 plus (y), so long as no Event of Default exists at the time of any Designated Canadian Equity Issuance, the Net Cash Proceeds of Designated Canadian Equity Issuances invested in or loaned to such Canadian Subsidiaries within 60 days of the MLP's receipt thereof, or such longer period agreed to by the Administrative Agent; provided further that, such amount outstanding at any time shall be calculated without giving effect to any write-offs, write-downs, write-ups, impairments of goodwill, forgiveness of debt, and similar non-cash reductions or increases in value after the making of such investments, loans, and advances, and for the purpose of clarity, cash dividends and similar distributions of retained earnings, cash repayments of such loans and advances, and cash investments, loans and advances, in each case, made by Excluded Subsidiaries in or to Borrowers (or any of their Subsidiaries that are not Excluded Subsidiaries) shall, for the purpose of calculating the limitations set forth in this paragraph, reduce the amount outstanding of investments, loans, and advances made by the Borrowers (and any of their Subsidiaries that are not Excluded Subsidiaries) in and to Excluded Subsidiaries.

Notwithstanding anything in this Section 6.14 to the contrary, (i) any investments made by the Borrowers (and any of their Subsidiaries) in and to Foreign Joint Ventures shall only be permitted in and to Foreign Joint Ventures that are Canadian Joint Ventures; and (ii) the aggregate amount outstanding of such investments in such Foreign Joint Ventures shall not at any time exceed U.S. $25,000,000, which amount outstanding at any time shall be calculated without giving effect to any write-offs, write-downs, write-ups, impairments of goodwill, and similar non-cash reductions or increases in value after the making of such investments, and for the purpose of clarity, cash dividends and similar distributions of retained earnings, and cash investments, in each case, made by Foreign Joint Ventures in or to the Borrowers (or any of their Subsidiaries) shall, for the purpose of calculating the limitations set forth in this proviso, reduce the amount outstanding of investments made by the Borrowers (and any of their Subsidiaries) in and to Foreign Joint Ventures.

Notwithstanding anything in this Section 6.14 to the contrary, an initial investment (or an initial loan in lieu of an initial investment) in a Permitted Joint Venture (other than the Permian Joint Venture) by any of the Borrowers (and any of their Subsidiaries) shall only be permitted, if, at the time of such proposed investment, or after giving effect thereto, for the four most recently

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ended fiscal quarters of the Consolidated Group, allowing for a one-quarter delay with respect to EBITDA attributable to Permitted Joint Ventures (other than the Permian Joint Venture):

(a) the sum, without duplication, of (i) the Pro Forma Material Project EBITDA Adjustment for such period plus (ii) the Attributed EBITDA for such period would not exceed 25% of total actual EBITDA for such period; and

(b) the sum, without duplication, of (i) the Pro Forma Material Project EBITDA Adjustment for such period plus (ii) the Adjusted Attributed EBITDA for such period would not exceed 40% of total actual EBITDA for such period;

provided that, notwithstanding anything herein to the contrary, all amounts determined pursuant to this sentence shall be made after giving pro forma effect to all proposed Permitted Joint Venture investments (other than any proposed investment in the Permian Joint Venture), including that amount of EBITDA attributable thereto; provided further that, notwithstanding anything herein to the contrary, (x) the total actual EBITDA determined pursuant to this sentence shall be made without including any Material Project EBITDA Adjustments or any EBITDA attributable to Permitted Joint Ventures, and (y) any Attributed EBITDA and any Adjusted Attributed EBITDA shall be in an amount proportionate to the Borrowers’ pro rata equity ownership of the Permitted Joint Venture to which such amounts relate. As used herein:

“Adjusted Attributed EBITDA” means, with respect to any period, the sum of (a) the EBITDA (with each reference in such definition or its component definitions to the MLP, the MLP and its Subsidiaries, or to the Consolidated Group being a reference to the Consolidating Joint Ventures) of the Consolidating Joint Ventures (other than the Permian Joint Venture) for such period plus (b) the total actual cash dividends and similar distributions paid during such period by Non-Consolidating Joint Ventures (other than the Permian Joint Venture).

“Attributed EBITDA” means, with respect to any period, an amount equal to (a) the EBITDA (with each reference in such definition or its component definitions to the MLP, the MLP and its Subsidiaries, or to the Consolidated Group being a reference to the Consolidating Joint Ventures) of the Consolidating Joint Ventures (other than the Permian Joint Venture) for such period minus (b) the total actual cash dividends and similar distributions paid during such period by such Consolidating Joint Ventures (other than the Permian Joint Venture).

“Pro Forma Material Project EBITDA Adjustment” is defined in the definition of “EBITDA” in Section 1.1.

Section 6.15. Restricted Payments. No Borrower shall, nor shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to prevent: