Exhibit 10.1

Execution Version

$250,000,000

SECOND AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITY

Dated as of March 9, 2011

among

TRANSMONTAIGNE OPERATING COMPANY L.P.,

as Borrower,

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

as Lenders,

U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent,

BANK OF AMERICA, N.A., as the Documentation Agent,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

As Joint Lead Arrangers and Joint Book Runners

TABLE OF CONTENTS

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EXHIBITS AND SCHEDULES

EXHIBITS

SCHEDULES

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SECOND AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITY

THIS SECOND AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITY is entered into as of March 9, 2011, among TRANSMONTAIGNE OPERATING COMPANY L.P., a Delaware limited partnership (the “Borrower”), each of the financial institutions identified as Lenders on the signature pages hereto (together with each of their successors and assigns, referred to individually as a “Lender” and, collectively, as the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), acting in its capacity as administrative agent for the Lenders in the manner and to the extent described in Article XIII (in such capacity, the “Agent”).

This Credit Agreement is an amendment and restatement of that certain Amended and Restated Senior Secured Credit Facility, dated as of December 22, 2006, among the Borrower, each of the financial institutions identified as Lenders on the signature pages thereto, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, BNP Paribas and Société Générale, as the Documentation Agents, and Wells Fargo (as successor-in-interest to Wachovia Bank, National Association), acting in its capacity as administrative agent for the lenders party thereto, as amended by that certain First Amendment to Amended and Restated Senior Secured Credit Facility dated as of July 12, 2007, and that certain Second Amendment to and Waiver under Amended and Restated Senior Secured Credit Facility dated as of February 11, 2011 (the “Second Amendment”)(as amended and as further amended, supplemented, or otherwise modified from time to time prior to the Closing Date, the “Existing Credit Agreement”).

The Borrower has requested that the Existing Credit Agreement be amended and restated to (i) increase the amount of the “Revolving Credit Commitments” thereunder and (ii) effect the other amendments set forth herein.

The parties hereto agree that the Existing Credit Agreement is hereby amended, restated and superseded in its entirety as follows, as of Closing Date:

W I T N E S S E T H:

WHEREAS, the Borrower wishes to obtain financing for the purposes of funding expenditures permitted under Section 7.12 of this Credit Agreement; and

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

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

ARTICLE I

DEFINITIONS

1.1          General Definitions.

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

“Acceptance Date” means, as to any particular Assignment and Acceptance, the date specified as the effective date in such Assignment and Acceptance.

“Account Designation Letter” means the Notice of Account Designation Letter dated the Closing Date from the Borrower to the Agent substantially in the form attached hereto as Exhibit O.

“Accounts” means all of each Full Recourse Credit Party’s “accounts” as such term is defined in the UCC, and, in any event, includes, without limitation, (a) all accounts receivable (whether or not specifically listed on schedules furnished to the Agent), and all other rights to payment for property sold, leased, licensed, assigned or otherwise disposed of, for a secondary obligation incurred or to be incurred, for energy provided or to be provided, for the use or hire of a vessel under a charter or other contract, arising out of the use of a credit card or charge card, or for services rendered or to be rendered or in connection with any other transaction (whether or not yet earned by performance), (b) all rights in, to, and under all purchase orders or receipts for goods or services, (c) all rights to any goods represented by any of the foregoing, including, without limitation, all rights of rescission, replevin, reclamation, and stoppage in transit and rights to returned, reclaimed, or repossessed goods, (d) all reserves and credit balances held by each Full Recourse Credit Party with respect to any such accounts receivable or account debtors, (e) all books, records, computer tapes, programs and ledger books arising therefrom or relating thereto, and (f) all guarantees and collateral security of any kind, given by any account debtor or any other Person with respect to any of the foregoing, all whether now owned or existing or hereafter acquired or arising, by or in favor of, any Full Recourse Credit Party.

“Acquired Indebtedness” means Indebtedness of a Person whose assets or Capital Stock is acquired by any Credit Party or Restricted Subsidiary in a Permitted Acquisition; provided, however, that such Indebtedness (a) is either purchase money Indebtedness or a Capital Lease with respect to fixed assets acquired pursuant to such Permitted Disposition, (b) was in existence prior to the date of such Permitted Acquisition, and (c) was not incurred in connection with, or in anticipation of, such Permitted Acquisition.

“Acquisition” means any transaction or series of related transactions resulting, directly or indirectly, (a) in the acquisition (whether by means of a merger, consolidation, or otherwise) of a Controlling interest in the Capital Stock of any Person, (b) in the acquisition of all or substantially all of the assets of any Person or (c) in the acquisition of plant, property and equipment of any Person, or portion thereof, to the extent such plant, property and equipment constitute a business.  For purposes of this definition, the word “business” has the same meaning as used in Rule 11-01(d) of Regulation S-X of the Securities and Exchange Commission.

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“Adjusted LIBOR Index Rate” means, for any day, a rate per annum equal to the quotient obtained (rounded upwards, if necessary, to the next higher 1/100th of 1%) by dividing (i) the rate for 30-day Dollar deposits as reported on Telerate page 3750 as of 11:00 a.m., London time, on the first day of the month in which such day occurs, or if such day is not a London business day, then the immediately preceding London business day (or if not so reported, then as determined by the Agent from another recognized source or interbank quotation), by (ii) 1 minus the Eurodollar Reserve Percentage.

“Affiliate” means, with respect to any Person, any other individual or entity that directly or indirectly Controls, is Controlled by or is under common Control with that Person.  For purposes of this definition, the General Partner, Partners, the Operating GP, the Borrower, and all other Credit Parties from time to time are Affiliates with each other.

“Agent” means Wells Fargo as provided in the preamble to this Credit Agreement or any successor to Wells Fargo.

“Agent’s Fees” means the fees payable by the Borrower to the Agent as described in the Fee Letter.

“Aggregate Revolving Loan Amount Outstanding” means at any time the sum of the aggregate principal amount outstanding under the Revolving Loans.

“Aggregate Swing Loan Amount Outstanding” means at any time the sum of the aggregate principal amount outstanding of the Swing Loans.

“Anti-Terrorism Law” means the USA Patriot Act as such law may be amended from time to time.

“Applicable Percentage” means, as to each Loan and the Commitment Fee, respectively, the percentage per annum for each such Loan or for the Commitment Fee, as the case may be, determined from the following table and corresponding to the Total Leverage Ratio in effect as of the most recent Calculation Date (as defined below) as shown below:

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The Applicable Percentages shall be determined and adjusted quarterly on the date (each a “Calculation Date”) five (5) Business Days after the date on which Partners provides the quarterly officer’s certificate for each fiscal quarter in accordance with the provisions of Section 7.1(c); provided, however, that (i) the initial Applicable Percentages shall be based on Level V (as shown above) and shall remain at Level V until the first Calculation Date following the last day of the first fiscal quarter ending after the Closing Date, and, thereafter, the Level shall be determined by the then current Total Leverage Ratio, and (ii) if Partners fails to provide the officer’s certificate to the Agent for any fiscal quarter as required by and within the time limits set forth in Section 7.1(c), the Applicable Percentages from the applicable date of such failure shall be based on Level I until five (5) Business Days after an appropriate officer’s certificate is provided, whereupon the Level shall be determined by the then current Total Leverage Ratio.  Except as set forth above, each Applicable Percentage shall be effective from one Calculation Date until the next Calculation Date.  In the event that (i) any financial statement or certificate required by Section 7.1(c) is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Percentage for any period (an “Applicable Period”) than the Applicable Percentage applied for such Applicable Period, and (ii) any Commitments are effective or any Obligations are outstanding when such inaccuracy is discovered: (x) the Borrower shall immediately deliver to the Agent a correct certificate for such Applicable Period, (y) the Applicable Percentage for such Applicable Period shall be determined by reference to such certificate, and (z) the Borrower shall immediately pay to the Agent the accrued additional interest owing as a result of such increased Applicable Percentage for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with the terms hereof.  Nothing in this paragraph shall limit the rights of the Agent or the Lenders with respect to Section 4.2 or Article XI.

“Approved Assignee” means any Lender, an Affiliate of a Lender or an Approved Fund.

“Approved Banks” means financial institutions satisfying the conditions set forth in clause (a) of the definition of “Cash Equivalents” herein.

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

“Assignment and Acceptance” means an assignment and acceptance entered into by an assigning Lender and an assignee Lender, accepted by the Agent, in accordance with Section 14.5(f), substantially in the form of Exhibit A.

“Bankruptcy Code” means Title 11 of the United States Code, as amended from time to time, and any successor statute thereto.

“Base Rate” means, for any day, the rate per annum equal to the greatest of (a) the Federal Funds Rate in effect on such day plus 1/2 of 1%,  (b) the Prime Rate in effect on such day, and (c) the Eurodollar Rate for an Interest Period of one month plus 1%.  If for any reason the Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable after due inquiry to ascertain the Federal Funds Rate for any reason, including the inability or failure of the Agent to obtain sufficient quotations in accordance with the terms

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hereof, the Base Rate shall be determined without regard to clause (a) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist.  Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively.

“Base Rate Loan” means any Loan bearing interest at a rate determined by reference to the Base Rate.

“Benefit Plan” means a defined benefit plan as defined in Section 3(35) of ERISA (other than a Multiemployer Plan) in respect of which any Credit Party or any of its Subsidiaries or ERISA Affiliates is, or within the immediately preceding six (6) years was, an “employer” as defined in Section 3(5) of ERISA.

“Borrower” has the meaning given to such terms in the preamble of this Credit Agreement.

“Bostco” means Battleground Oil Specialty Terminal Company, LLC, a Texas limited liability company.

“Bostco Operating Agreement” means that certain Limited Liability Company Agreement of Battleground Oil Specialty Terminal Company LLC.

“Bostco Phase I Completion Percentage” means, at any time of determination, the percentage (expressed as decimal) determined by dividing the actual capital expenditures made by the Bostco Joint Venture with respect to the Bostco Project by the budgeted capital expenditures for the Bostco Project.

“Bostco Joint Venture” means Bostco or any Joint Venture into which all of the Capital Stock issued by Bostco or all or substantially all of the assets of Bostco have been transferred.

“Bostco Project” means the construction of Phase I by or on behalf of the Bostco Joint Venture.

“Bostco Project Expansion” means any capital improvement or construction that is in addition to the Bostco Project and is added to or constructed on the Bostco Property by or on behalf of the Bostco Joint Venture.

“Bostco Project Expansion Completion Percentage” means, at any time of determination, the percentage (expressed as decimal) determined by dividing the actual capital expenditures made by the Bostco Joint Venture with respect to a Bostco Project Expansion by the budgeted capital expenditures for such Bostco Project Expansion.

“Bostco Project Expansion Operation Date” means the date on which any Bostco Project Expansion is substantially complete and commercially operable.

“Bostco Project Operation Date” means the date on which Phase I (as defined in the Bostco Operating Agreement on the date hereof) of the Bostco Project is substantially complete and commercially operable.

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“Bostco Property” means that certain real estate owned by Bostco on the Closing Date and located on the Houston Ship Channel in La Porte, Texas.

“Brownsville Property” means the Real Estate located in Brownsville, Texas commonly known as the “Southwest Terminal,” “Brownsville Terminal,” “Border Terminal,” “Tejano Terminal” and “Diamondback Terminal.”

“Business Day” means any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or required by law or other governmental action to close in Charlotte, North Carolina, Denver, Colorado, or New York, New York; provided that in the case of Eurodollar Loans, such day is also a day on which dealings between banks are carried on in U.S. dollar deposits in the London interbank market.

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Capital Stock” means (i) in the case of a corporation, capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether general or limited), (iv) in the case of a limited liability company, membership interests and (v) any other equity interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means

(a)           negotiable certificates of deposit, time deposits (including sweep accounts), demand deposits and bankers’ acceptances having a maturity of nine months or less and issued by any United States financial institution having capital and surplus and undivided profits aggregating at least $100,000,000 and rated at least Prime-1 by Moody’s or A-1 by S&P or issued by any Lender;

(b)           corporate obligations having a maturity of nine months or less and rated at least Prime-1 by Moody’s or A-1 by S&P or issued by any Lender;

(c)           any direct obligation of the United States of America or any agency or instrumentality thereof, or of any state or municipality thereof, (i) which has a remaining maturity at the time of purchase of not more than one year or which is subject to a fully collateralized repurchase agreement with any Lender (or any other financial institution referred to in clause (a) above) exercisable within one year from the time of purchase and (ii) which, in the case of obligations of any state or municipality, is rated at least Aa by Moody’s or AA by S&P; and

(d)           any mutual fund or other pooled investment vehicle rated at least Aa by Moody’s or AA by S&P which invests principally in obligations described above.

“Cash Management Products” means any one or more of the following types of services or facilities extended to any of the Credit Parties by any Lender or any Affiliate of a Lender in

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reliance on such Lender’s agreement to indemnify such Affiliate: (a) Automated Clearing House (ACH) transactions; (b) cash management, including controlled disbursement and lockbox services; and (c) establishing and maintaining deposit accounts.

“Casualty Loss” has the meaning given to such term in Section 7.9.

“Change of Control” means the occurrence of any of the following:

(a)           (i)  the acquisition after the Closing Date of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of Capital Stock representing more than thirty-five percent (35%) of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of TMG; or (ii) the occupation of a majority of the seats (other than vacant seats) on the board of directors of TMG by Persons who were neither (1) nominated by the board of directors of TMG nor (2) appointed by directors so nominated;

(b)           (i) the acquisition after the Closing Date of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof)(other than TMG or any of its wholly-owned Subsidiaries (other than Partners or any Subsidiary of Partners)) of Capital Stock representing more than thirty-five percent (35%) of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the General Partner; or (ii) at any time when 100% of the Capital Stock of the General Partner is not owned by a sole member, the occupation of a majority of the seats (other than vacant seats) on the board of directors (or comparable governing body) of the General Partner by Persons who were neither (1) nominated by the board of directors (or comparable governing body) of the General Partner nor (2) appointed by directors (or comparable Persons) so nominated;

(c)           General Partner shall cease to own all of the general partner interests in Partners;

(d)           Partners shall cease to Control the Borrower or the Operating GP, or own at least 75% of the limited partner interests in the Borrower and 75% of the Capital Stock of Operating GP; or

(e)           Operating GP shall cease to own all of the general partner interests in the Borrower.

“Change in Law” means the occurrence, after the date of this Credit 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 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, the Dodd-Frank Wall Street

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Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Closing” means the satisfaction or waiver of the conditions precedent set forth in Section 5.1, as provided therein.

“Closing Date” means the date on which the Closing occurs.

“Collateral” means any and all assets and rights and interests in or to property of the Credit Parties pledged from time to time as security for the Obligations pursuant to the Security Documents.

“Commitment” of any Lender means the Revolving Credit Commitment of such Lender.

“Committed Amount” means the Revolving Credit Committed Amount.

“Commitment Fee” means the fee accruing quarterly from the Closing Date and required to be paid to the Agent for the benefit of the Lenders with a Revolving Credit Commitment each quarter, in arrears, as partial compensation for extending the Revolving Credit Committed Amount to the Borrower, and shall be determined by multiplying (i) the positive difference, if any, between (A) the Revolving Credit Committed Amount in effect at such time and (B) the average Working Capital Obligations (including Swing Loans) outstanding during such quarter by (ii) the Applicable Percentage then in effect for the number of days in said quarter; provided, that, only for the purpose of calculating the Commitment Fee payable to the Swing Loan Lender, Swing Loans shall constitute a usage of the Swing Loan Lender’s Revolving Credit Commitment.

“Commodities Account Control Agreement” means an agreement among a Credit Party, a commodities intermediary, and the Agent, which agreement is in such form as is reasonably acceptable to the Agent and its counsel and which provides for the Agent’s having “control” (as such term is used in Article 9 of the UCC) over the commodity accounts described therein, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Compliance Certificate” means a certificate, executed by an Executive Officer, substantially in the form of Exhibit J.

“Consent, Reaffirmation and Agreement” means that certain Consent, Reaffirmation and Agreement, substantially in the form attached as Exhibit P hereto, executed and delivered by the Borrower and each of the other Credit Parties in favor of the Agent, for the benefit of the Lenders.

“Consolidated” or “consolidated”  with reference to any term defined herein, means that term as applied to the accounts of Partners and all of its consolidated Restricted Subsidiaries, consolidated in accordance with GAAP.

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“Consolidated Capital Expenditures” means, for any period, for Partners and its consolidated Restricted Subsidiaries, amounts added to the property, plant and equipment or other fixed assets account on the Consolidated balance sheet of Partners and its consolidated Restricted Subsidiaries, prepared in accordance with GAAP, including expenditures in respect of (a) the acquisition, construction, improvement or replacement of land, buildings, machinery, equipment, leaseholds and any other real or personal property (other than an Acquisition), (b) to the extent not included in clause (a) above, materials, contract labor and direct labor relating to the expenditures included in clause (a) above (excluding amounts properly expensed as repairs and maintenance in accordance with GAAP) and (c) software development costs to the extent not expensed.

“Consolidated EBITDA” means, for any applicable period of computation, (a) Consolidated Net Income for such period plus (b) the sum of the following to the extent deducted (or added, in the case of gains referred to in clause (iv) below) in calculating Consolidated Net Income: (i) Consolidated Interest Expense for such period, plus (ii) Consolidated Income Taxes for such period, plus (iii) depreciation, amortization, and other non-cash charges (excluding non-cash charges that are expected to become cash charges in a future period or that are reserves for future cash charges, unless otherwise agreed by the Agent in its reasonable discretion) of Partners and its consolidated Restricted Subsidiaries for such period, plus (iv) losses (or minus gains) on the sale of assets during such period plus (c) to the extent not otherwise included in Consolidated Net Income any cash dividends or distributions actually paid to Partners or to a consolidated Restricted Subsidiary for such period attributable an ownership interest in any Person that is not a Restricted Subsidiary so long as such dividends and distributions arise from operating activities; provided, that Consolidated EBITDA shall be adjusted from time to time to the satisfaction of the Agent as follows:

(1)           (A) With respect to any Permitted Acquisition, and solely for purposes of computing the Total Leverage Ratio and the Senior Secured Leverage Ratio, an amount equal to one-quarter of the annual EBITDA attributable to the Person or assets acquired pursuant to such Permitted Acquisition shall be added to actual Consolidated EBITDA for the fiscal quarter in which such Permitted Acquisition was completed and for each of the immediately preceding three fiscal quarters (in each case, net of any actual Consolidated EBITDA attributable to such assets or entity accruing after the consummation of such Permitted Acquisition); provided that (x) the Consolidated EBITDA which is attributable to such Person or assets shall have been determined (i) in good faith by an Executive Officer and in a manner acceptable to the Agent; (ii) giving effect to any anticipated or proposed cost savings related to such Permitted Acquisition, as well as any revenues reasonably anticipated to be generated from terminaling agreements executed or amended on or about the date of such Permitted Acquisition and in connection therewith, to the extent approved by the Agent, and (y) no such adjustments shall be made unless, prior to the consummation of such Permitted Acquisition, the Agent shall have been furnished written documentation in form and substance satisfactory to the Agent demonstrating pro forma compliance with all financial and other covenants contained herein after consummation of such Permitted Acquisition (whether or not such written documentation was required as part of a Permitted Acquisition);

(B) With respect to any Specified Disposition, and solely for purposes of computing the Total Leverage Ratio and the Senior Secured Leverage Ratio, an amount equal to

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one-quarter of the annual EBITDA attributable to the assets (including, without limitation, Capital Stock) disposed of pursuant to such Specified Disposition shall be deducted from actual Consolidated EBITDA for the fiscal quarter in which such Specified Disposition was consummated and for each of the immediately preceding three fiscal quarters; provided that the Consolidated EBITDA which is attributable to such assets (including, without limitation, Capital Stock) shall have been determined (i) in good faith by an Executive Officer and in a manner acceptable to the Agent; and (ii) giving effect to any anticipated or proposed cost savings related to such Specified Disposition, as well as any revenues reasonably anticipated to be lost from terminaling agreements terminated or amended on or about the date of such Specified Disposition and in connection therewith, to the extent approved by the Agent;

(2)           With respect to any Specified Project, and solely for purposes of computing the Total Leverage Ratio and the Senior Secured Leverage Ratio, an amount equal to one-quarter of the EBITDA projected for the first twelve (12) months of operations of such Specified Project shall be added to actual Consolidated EBITDA for the fiscal quarter in which such Specified Project was completed and for each of the immediately preceding three fiscal quarters (in each case, net of any actual Consolidated EBITDA attributable to such Specified Project after its completion that are accrued in the fiscal quarter in which such Specified Project was completed or any of the immediately preceding three fiscal quarters); provided that the aggregate amount of such additions shall never exceed the lesser of (i) twenty percent (20%) of the capital cost of such Specified Project and (ii) the projected Consolidated EBITDA attributable thereto;

(3)           With respect to the Bostco Project and any Bostco Project Expansion, and solely for purposes of computing the Total Leverage Ratio and the Senior Secured Leverage Ratio,

(A)          (x)            beginning the later of (1) the first fiscal quarter during which the Bostco Project has commenced and (2) the first fiscal quarter in which any portion of such fiscal quarter is within twelve (12) months of the Scheduled Bostco Project Operation Date, and for each fiscal quarter thereafter prior to the Bostco Project Operation Date (but including the fiscal quarter in which such date occurs), an amount equal to one-quarter of (i) the Bostco Completion Percentage multiplied by (ii) the cash dividends or distributions arising from operating activities that are projected to be paid to the Borrower from the Bostco Project in the first twelve (12) month period following the scheduled Bostco Project Operation Date (such amount to be approved by the Agent and determined based on projected revenues and other payments, in each case, under binding guaranteed revenue contracts relating to the Bostco Project, the Bostco Operating Agreement and any other organizational documents or any shareholder agreement with respect to the Bostco Joint Venture, the creditworthiness of the other parties to such contracts, projected revenues from such contracts, capital costs and expenses, the Scheduled Bostco Project Operation Date, and other factors reasonably deemed appropriate by the Agent)(the amount approved by the Agent pursuant to this clause (ii), is referred to as the “Phase I Approved Amount”), shall be added to actual Consolidated EBITDA for such fiscal quarter and for each of the immediately preceding three fiscal quarters (in each case, net of any actual dividends or distributions paid to the Borrower from the Bostco Project during such fiscal quarter or any of the immediately preceding three fiscal quarters); provided that if the actual Bostco Project Operation Date does not occur by the Scheduled Bostco Project Operation Date, then the Phase I Approved

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Amount shall be reduced, for fiscal quarters ending after the Scheduled Bostco Project Operation Date to (but excluding) the first full quarter after the actual Bostco Project Operation Date, by the following percentage amounts depending on the period of delay (based on the period of actual delay or then-estimated delay, whichever is longer): (I) ninety (90) days or less, zero percent (0%); (II) longer than ninety (90) days, but not more than one-hundred and eighty (180) days, thirty-three percent (33%); (III) longer than one-hundred eighty (180) days, but not more than two-hundred and seventy (270) days, sixty-seven percent (67%); and (IV) longer than two-hundred and seventy (270) days, one hundred percent (100%); and

(y)           beginning the later of (1) the first fiscal quarter during which the applicable Bostco Project Expansion has commenced and (2) the first fiscal quarter in which any portion of such fiscal quarter is within twelve (12) months of the Scheduled Bostco Project Expansion Operation Date with respect to such Bostco Project Expansion, and for each fiscal quarter thereafter prior to the Bostco Project Expansion Operation Date (but including the fiscal quarter in which such date occurs), an amount equal to one-quarter of (i) the Bostco Project Expansion Completion Percentage, multiplied by (ii) the cash dividends or distributions arising from operating activities that are projected to be paid to the Borrower from the Bostco Project Expansion in the first twelve (12) month period following the Scheduled Bostco Project Expansion Operation Date (such amount to be approved by the Agent and determined based on projected revenues and other payments, in each case, under binding guaranteed revenue contracts relating to such Bostco Project Expansion, the Bostco Operating Agreement and any other organizational documents or any shareholder agreement with respect to the Bostco Joint Venture, the creditworthiness of the other parties to such contracts, projected revenues from such contracts, capital costs and expenses, the Scheduled Bostco Project Expansion Operation Date, and other factors reasonably deemed appropriate by the Agent) (the amount approved by the Agent pursuant to this clause (ii), the “Expansion Approved Amount”), shall be added to actual Consolidated EBITDA for such fiscal quarter and for each of the immediately preceding three fiscal quarters (in each case, net of any actual dividends or distributions paid to the Borrower from such Bostco Project Expansion during such fiscal quarter or any of the immediately preceding three fiscal quarters); provided that if the actual Bostco Project Expansion Operation Date does not occur by the scheduled Bostco Project Expansion Operation Date, then the Expansion Approved Amount shall be reduced, for fiscal quarters ending after the Scheduled Bostco Project Expansion Operation Date to (but excluding) the first full quarter after the actual Bostco Project Expansion Operation Date, by the following percentage amounts depending on the period of delay (based on the period of actual delay or then-estimated delay, whichever is longer): (I) ninety (90) days or less, zero percent (0%); (II) longer than ninety (90) days, but not more than one-hundred and eighty (180) days, thirty-three percent (33%); (III) longer than one-hundred eighty (180) days, but not more than two-hundred and seventy (270) days, sixty-seven percent (67%); and (IV) longer than two-hundred and seventy (270) days, one hundred percent (100%).

(B)           for the first full fiscal quarter after which the Bostco Project Operation Date or such Bostco Project Expansion Operation Date, as applicable, occurs, an amount equal to one-quarter of the Phase I Approved Amount or Expansion Approved Amount, as applicable,

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shall be added to actual Consolidated EBITDA for such fiscal quarter and for each of the immediately preceding three fiscal quarters (in each case, net of any actual dividends or distributions paid to the Borrower from the Bostco Project or Bostco Project Expansion, as applicable, during such fiscal quarter or any of the immediately preceding three fiscal quarters).

Notwithstanding the foregoing, (A) no additions pursuant to sections (2) or (3) of this definition shall be allowed with respect to any Specified Project, the Bostco Project or any Bostco Project Expansion unless: (i) not later than fifteen (15) days prior to the delivery of any Compliance Certificate required under Section 7.1(c) with respect to any fiscal quarter with respect to which such additions are intended to be made, the Borrower shall have delivered to the Agent written pro forma projections of EBITDA (or updates thereto) relating to such Specified Project or the cash dividends or distributions projected to be paid to the Borrower from the Bostco Project or Bostco Project Expansion, as applicable, and (ii) prior to the date such Compliance Certificate is required to be delivered, the Agent shall have approved (such approval not to be unreasonably withheld or delayed) such projections and shall have received such other information and documentation as the Agent may reasonably request, all in form and substance reasonably satisfactory to the Agent, (B) the aggregate amount of all adjustments with respect to the Bostco Project and any Bostco Project Expansion shall be limited to 15% of the actual Consolidated EBITDA for such period, (C) if the Bostco Project, or Bostco Project Expansion or Specified Project is terminated or cancelled, or if any material portion of the Bostco Project, Bostco Project Expansion or Specified Project is disposed of or suffers a Casualty Event, then no additions for such quarter shall be permitted, and (D) if the Bostco Joint Venture incurs any Funded Indebtedness for the purpose of financing all or a portion of the Bostco Project or Bostco Project Expansion, as applicable, then the additions pursuant to section (3) of this definition shall at the discretion of the Agent be reduced in an amount that reflects the proportion of such Funded Indebtedness relative to the budgeted capital expenditures for such Bostco Project or Bostco Project Expansion.  For the purposes of this definition “actual Consolidated EBITDA” shall be determined without including any adjustments described in section (3).

“Consolidated Funded Indebtedness” means, as of any date of determination, all Funded Indebtedness of Partners and its consolidated Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated Income Taxes” means, for any applicable period of computation, the sum of all income taxes paid or payable in cash (net of cash refunds) by Partners and its consolidated Restricted Subsidiaries during such period (including, without limitation, any federal, state, local and foreign income and similar taxes), determined on a consolidated basis in accordance with applicable law and GAAP.

“Consolidated Interest Expense” means, for any applicable period of computation, all interest expense, net of cash interest income, paid or payable by Partners and its consolidated Restricted Subsidiaries during such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, for any applicable period of computation, the net income (or loss) of Partners and its consolidated Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that there shall be

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excluded from such net income (to the extent otherwise included therein) the following: (a) the net income (or loss) of any Person in which Partners or any consolidated Restricted Subsidiary has an interest (which interest does not cause the net income of such other Person to be consolidated with the net income of Partners and its consolidated Restricted Subsidiaries in accordance with GAAP), except to the extent of the amount of cash dividends or distributions arises from operating activities and is actually paid in such period by such other Person to Partners or to a consolidated Restricted Subsidiary, as the case may be; (b) the net income (but not loss) of any consolidated Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by that consolidated Restricted Subsidiary is not at the time permitted by operation of the terms of its charter or any agreement, instrument or governmental requirement applicable to such consolidated Restricted Subsidiary, or is otherwise prohibited, in each case determined in accordance with GAAP; provided that upon the removal of such restriction, the aggregate net income of such consolidated Restricted Subsidiary previously excluded within the last four (4) fiscal quarters shall be included in the net income of Partners and its consolidated Restricted Subsidiaries for the same quarters; (c) any extraordinary gains or losses, including gains or losses attributable to property or asset sales not in the ordinary course of business; (d) the cumulative effect of a change in accounting principles and any gains or losses attributable to writeups or write downs of assets; (e) gains, losses or other charges as a result of the early retirement or modification of Indebtedness; and (f) non-cash gains or losses as a result of foreign currency adjustments.

“Consolidated Net Tangible Assets”  means, at any date of determination, the total amount of consolidated assets of the Borrower and its Restricted Subsidiaries after deducting therefrom: (a) all current liabilities (excluding (i) any current liabilities that by their terms are extendable or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed, and (ii) current maturities of long-term debt); and (b) the value (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and other like intangible assets, all as set forth, or on a pro forma basis would be set forth, on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries for the most recently completed fiscal quarter, prepared in accordance with GAAP.

“Contractual Obligations” means, with respect to any Person, any term or provision of any securities issued by such Person, or any indenture, mortgage, deed of trust, contract, undertaking, document, instrument or other agreement to which such Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Contribution Agreement” means the Contribution Agreement, the form of which is attached as Exhibit M hereto, executed and delivered by each Credit Party and any Person who becomes party hereto or to the Full Recourse Guaranty Agreement pursuant to a joinder agreement executed and delivered in accordance with the terms of this Credit Agreement, as amended, restated or supplemented from time to time.

“Control” means, with respect to any particular Person, possession by another, directly or indirectly, of power to direct or cause the direction of the management or policies of such particular Person, whether through ownership of voting securities or other interests, by contract or otherwise.  Derivatives of the word “Control” including “Controlling” and “Controlled” have correlative meanings.

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“Credit Agreement” means this Second Amended and Restated Senior Secured Credit Facility, dated as of the date hereof, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Credit and Collateral Termination Events” has the meaning set forth in paragraph (b) of Article XII.

“Credit Documents” means, collectively, this Credit Agreement, any Revolving Notes, the Swing Note,  the Letter of Credit Documents, the Full Recourse Guaranty Agreement, the Limited Recourse Guaranty Agreement, the Contribution Agreement, the Security Documents, the Consent, Reaffirmation and Agreement, and all other documents, agreements, instruments, opinions and certificates executed and delivered in connection herewith or therewith, excluding Lender Hedging Agreements, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Credit Party” means each Full Recourse Credit Party and the Limited Recourse Guarantor.

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

“Default Rate” means with respect to (a) all amounts due and payable or outstanding with respect to Eurodollar Loans and LIBOR Index Loans, a rate per annum equal to two percent (2%) in excess of the rate then applicable to such Eurodollar Loans or LIBOR Index Loans until the end of the applicable Interest Period or due date of principal thereof and, thereafter, a rate per annum equal to two percent (2%) in excess of the rate then applicable to Base Rate Loans and (b) all amounts due and payable or outstanding with respect to Base Rate Loans and all other Obligations arising under the Credit Agreement and the other Credit Documents, a rate per annum equal to two percent (2%) in excess of the rate then applicable to Base Rate Loans.

“Defaulting Lender” means, subject to Section 4.11, any Lender that, as determined by the Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans, within one (1) Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Agent or any other Lender Party any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless such amount is the subject of a good faith dispute,  (c) has notified the Borrower, the Agent or any other Lender that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (d) has failed, within one (1) Business Day after request by the Agent, to confirm in a manner satisfactory to the Agent that it will comply with its funding obligations, or (e) has, or has a direct or indirect parent company that has, (i) become the subject of an insolvency proceeding, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or

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acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

“Deposit Account Control Agreement” means an agreement among a Credit Party, a depositary institution, and the Agent, which agreement is reasonably acceptable to the Agent and its counsel and which provides for the Agent’s having “control” (as such term is used in Article 9 of the UCC) over the deposit accounts described therein, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Dispute” means any judicial proceeding, any dispute, claim or controversy arising out of, connected with or relating to this Credit Agreement or any other Credit Document.

“DOL” means the U.S. Department of Labor and any successor department or agency.

“Dollars” and “$” means dollars in lawful currency of the United States of America.

“Domestic Subsidiaries” means, with respect to any Person, any Restricted Subsidiary of such Person which is incorporated or organized under the laws of any state of the United States or the District of Columbia.  Any unqualified reference to any “Domestic Subsidiary” shall be deemed to be a reference to a Domestic Subsidiary of Partners, unless the context clearly indicates otherwise.

“Drop-Down Acquisition” means the acquisition by the Borrower of the Drop-Down Assets pursuant to the terms of the Omnibus Agreement on or after the Closing Date provided that such acquisition is approved by the Conflicts Committee of the Board of Directors of the General Partner.

“Drop-Down Assets” means certain real estate and terminal-related assets located in Pensacola, Florida.

“Eligible Assignee” means (a) an Approved Assignee or (b) any other Person (i) which is a commercial bank, finance company, insurance company or other financial institution or fund or Affiliate thereof and which, in the ordinary course of business, extends credit of the type contemplated herein; (ii) whose becoming an assignee would not constitute a prohibited transaction under Section 4975 of the Internal Revenue Code or Section 406 of ERISA; (iii) which is organized under the laws of the United States of America or any state thereof; and (iv) which has capital in excess of $500,000,000, provided, however, that “Eligible Assignee” shall not include (x) the Credit Parties, or any of the Credit Parties’ Affiliates, financial sponsors or Subsidiaries, other than a Permitted Affiliate Lender, or (y) any Defaulting Lender.

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

“ERISA Affiliate” means any (i) corporation which is or was at any time within the immediately preceding six (6) years a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Internal Revenue Code) as the Credit Parties or any of their Subsidiaries; (ii) partnership or other trade or business (whether or not incorporated) at any time within the immediately preceding six (6) years under common control (within the

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meaning of Section 414(c) of the Internal Revenue Code) with the Credit Parties or any of their Subsidiaries; and (iii) member of the same affiliated service group (within the meaning of Section 414(m) of the Internal Revenue Code) as the Credit Parties or any of their Subsidiaries, any corporation described in clause (i) above, or any partnership or trade or business described in clause (ii) above.

“Eurodollar Loan” means a Loan bearing interest based at a rate determined by reference to the Eurodollar Rate.

“Eurodollar Rate” means, for the Interest Period for each Eurodollar Loan comprising part of the same borrowing (including conversions, extensions and renewals), a per annum interest rate determined pursuant to the following formula:

“Eurodollar Reserve Percentage” means for any day, that percentage (expressed as a decimal) which is in effect from time to time under Regulation D of the Board of Governors of the Federal Reserve System (or any successor), as such regulation may be amended from time to time or any successor regulation, as the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal reserves) applicable with respect to Eurocurrency liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of Eurodollar Loans is determined), whether or not any Lender has any Eurocurrency liabilities subject to such reserve requirement at that time.  Eurodollar Loans and LIBOR Index Loans shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credits for proration, exceptions or offsets that may be available from time to time to a Lender.  The Eurodollar Rate and the LIBOR Index Rate shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

“Event(s) of Default” has the meaning provided for in Article XI.

“Excluded Real Estate” means Real Estate (a) that has a book value, individually and in the aggregate with all other Real Estate of the Credit Parties that does not constitute Mortgaged Real Estate, of less than five percent (5%) of Consolidated Net Tangible Assets and generates less than five percent (5%) of the aggregate revenues of the Borrower and its consolidated Restricted Subsidiaries as of the most recently completed fiscal quarter or year for which Partners’ financial statements are available as provided in Section 7.1, (b) that is designated by the Borrower in writing to the Agent at the time of the acquisition thereof as having been acquired with the intention of transferring such Real Estate to a Joint Venture through a Permitted JV Investment, provided that, if such Real Estate is not transferred to such Joint Venture within ninety (90) days (or such longer period of time as the Agent may agree in writing in its sole discretion) of being acquired then such Real Estate shall no longer constitute Excluded Real Estate pursuant to this clause (b), (c) designated as Excluded Real Estate on Schedule 6.19 as of the Closing Date, or (d) with respect to which the Agent has determined in its sole discretion that such Real Estate shall constitute Excluded Real Estate for the purposes of this Credit Agreement and the other Credit Documents.

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“Excluded Taxes” means, with respect to any Lending Party or any other recipient of any payment to be made by or on account of any obligation of any Credit Party under any Credit Document, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.10), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 2.6(f), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.6(a) and (d) any Taxes imposed under FATCA.

“Executive Officer” means, as to any Person, the chief executive officer, the chief financial officer, and the treasurer of such Person, and, for the purposes of Section 11.1(d), the secretary of such Person.  Unless otherwise specified, all references to an Executive Officer herein means an Executive Officer of Partners.

“Existing Credit Agreement” has the meaning set forth in the preamble hereto.

“Existing Letters of Credit” means those letters of credit identified on Schedule 2.

“FATCA” means Sections 1471 through 1474 of the Code and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the IRS thereunder as a precondition to relief or exemption from Taxes under such provisions).

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal, for each day during such period, to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next 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 of the quotations for such day on such transactions received by the Agent from three Federal Funds brokers of recognized standing selected by it.

“Fee Letter” means the letter agreement, dated February 14, 2011, by and among the Agent, Wells Fargo Securities, LLC, and the Borrower regarding, among other things, the fees respecting the credit facility contemplated in this Credit Agreement to be paid by Borrower to the Agent.

“Fees” means, collectively, the Agent’s Fees, the Lenders’ Fees, Commitment Fees, Letter of Credit Fees and the Issuing Bank Fees payable hereunder.

“Financials” has the meaning given to such term in Section 6.6.

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“Flood Hazard Property” means a property in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

“Florida Real Property Assets” means any real property asset which is (a) now or hereafter owned by a Credit Party and (b) physically located in the State of Florida.

“Foreign Lender” means any Lender that is not a United States person, as such term is defined in Section 7701(a)(30) of the Internal Revenue Code.

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person which is not a Domestic Subsidiary.  Any unqualified reference to any Foreign Subsidiary shall be deemed a reference to a Foreign Subsidiary of Partners, unless the context clearly indicates otherwise.

“Form S-1” means the final, effective Form S-1 Registration Statement of Partners filed by Partners with the Securities and Exchange Commission on or about May 9, 2005.

“Frontera” means any Joint Venture into which all or any portion of the Brownsville Property has been or will be, directly or indirectly, transferred in connection with a Permitted JV Investment.

“Frontera Operating Agreement” means the organizational document of Frontera that, among other things, governs the business activities of Frontera and the rights and obligations of the holders of its Capital Stock.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to Issuing Bank, such Defaulting Lender’s Revolving Credit Commitment Percentage of the outstanding Letter of Credit Obligations other than Letter of Credit Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or cash collateralized or other credit support acceptable to Issuing Bank shall have been provided in accordance with the terms hereof, and (b) with respect to Swing Loan Lender, such Defaulting Lender’s Revolving Credit Commitment Percentage of Swing Loans other than Swing Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders, repaid by the Borrower or cash collateralized or other credit support acceptable to the Swing Loan Lender shall have been provided in accordance with the terms hereof.

“Full Recourse Credit Parties” means the Borrower, the Full Recourse Guarantors, and any Restricted Subsidiary of the Borrower or any Full Recourse Guarantor that has executed or joined in the Full Recourse Guaranty Agreement or otherwise furnished a guaranty or collateral to secure or guarantee the Obligations (but excluding the Limited Recourse Guarantor).

“Full Recourse Guarantor” means (i) TransMontaigne Terminals L.L.C. (f/k/a Coastal Terminals L.L.C.), a Delaware limited liability company, Razorback L.L.C., a Delaware limited liability company, TPSI Terminals L.L.C., a Delaware limited liability company, TLP Finance Corp., a Delaware corporation, TLP Operating Finance Corp., a Delaware corporation, TLP MEX L.L.C., a Delaware limited liability company, TMOC Corp., a Delaware corporation, and TPME L.L.C., a Delaware limited liability company, and (ii) each other Person who enters into the Full Recourse Guaranty Agreement or becomes party to the Full Recourse Guaranty

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Agreement pursuant to a joinder agreement in form and substance reasonably satisfactory to the Agent, including, without limitation, any Restricted Subsidiaries of Partners which may become Full Recourse Guarantors hereunder pursuant to Section 7.15.  Notwithstanding any other provision hereof, Operating GP shall not be a Full Recourse Guarantor.

“Full Recourse Guaranty Agreement” means the Full Recourse Guaranty Agreement, a form of which is attached as Exhibit B-1 hereto, executed and delivered by each Full Recourse Guarantor together with any joinder agreements executed and delivered in accordance with the terms of this Credit Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

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

“Funded Indebtedness” means, with respect to any Person, without duplication, all Indebtedness, other than Indebtedness of the types described in clause (h) of the definition of “Indebtedness”.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect on the date hereof and applied on a consistent basis with the Financials.

“General Partner” means TransMontaigne GP L.L.C., a Delaware limited liability company which is Controlled by TransMontaigne Services Inc., and which owns the general partner interest in, and is the sole general partner of, Partners.

“Government Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority

“Governmental Authority” means any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

“Guarantor” means each Full Recourse Guarantor and the Limited Recourse Guarantor.

“Guaranty” or “guaranteed,” as applied to an obligation (each a “primary obligation”), means and includes (a) any guaranty, direct or indirect, in any manner, of any part or all of such primary obligation, and (b) any agreement, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment of any part or all of such primary obligation, including, without limiting the foregoing, any reimbursement obligations as to amounts drawn down by beneficiaries of outstanding letters of credit, and any obligation of any Person, whether or not contingent, (i) to purchase or assume any such primary obligation or any property or asset constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of such primary obligation or (B) to maintain working capital, equity capital or the net worth, cash flow, solvency or other balance sheet or income statement condition of any other Person, (iii) to purchase property, assets, securities or services, or to grant Liens, primarily for the purpose of assuring the owner or holder of any primary obligation of the ability of the primary obligor with respect to such primary obligation to make payment thereof,

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or (iv) otherwise provide credit support for another Person or to assure or hold harmless the owner or holder of such primary obligation against loss in respect thereof.

“Guaranty Agreement” means the Full Recourse Guaranty Agreement and the Limited Recourse Guaranty Agreement, individually or collectively, as the context requires.

“Hedging Agreements” means any interest rate protection agreement or other interest rate protection agreement, foreign currency exchange agreement, commodity option agreement or other interest or exchange rate or commodity price hedging agreements.

“Highest Lawful Rate” means, at any given time during which any Obligations shall be outstanding hereunder, the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness under this Credit Agreement, under the laws of the State of New York (or the law of any other jurisdiction whose laws may be mandatorily applicable notwithstanding other provisions of this Credit Agreement and the other Credit Documents), or under applicable federal laws which may presently or hereafter be in effect and which allow a higher maximum nonusurious interest rate than under the State of New York or such other jurisdiction’s law, in any case after taking into account, to the extent permitted by applicable law, any and all relevant payments or charges under this Credit Agreement and any other Credit Documents executed in connection herewith, and any available exemptions, exceptions and exclusions.

“Indebtedness” means, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt incurred in the ordinary course of business and due within six months of the incurrence thereof) which would appear as liabilities on a balance sheet of such Person, (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (f) all guaranties of such Person with respect to Indebtedness of the type referred in this definition of another Person, (g) the principal portion of all obligations of such Person under Capital Leases, (h) all obligations of such Person under Hedging Agreements, (i) the maximum amount of all letters of credit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (j) all preferred Capital Stock issued by such Person and required by the terms thereof to be redeemed in cash, or for which mandatory sinking fund payments in cash are due, by a fixed date prior to the Maturity Date, (k) the principal component of payments due under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product, other than operating leases that do not constitute any of the foregoing, during the applicable period ending on such date, determined on a consolidated basis in accordance with GAAP, and (l) the

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Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer in which such Person is legally obligated with respect thereto.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnity Agreement” means that certain Indemnification Agreement, dated December 28, 2007, among TMG, Partners, General Partner, Operating GP and Borrower.

“Independent Accountant” means a firm of independent public accountants of nationally recognized standing selected by Partners, which is “independent” as that term is defined in Rule 2-01 of Regulation S-X promulgated by the Securities and Exchange Commission.

“Interest Coverage Ratio” means, as of the last day of each of Partners’ fiscal quarters, for such fiscal quarter and the immediately preceding three fiscal quarters, (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

“Interest Payment Date” means (a) as to any Base Rate Loan and any Swing Loan, the last Business Day of each calendar quarter while such Loan is outstanding; provided, however, that accrued and unpaid interest on any Swing Loan which is a LIBOR Index Loan shall be due and payable in full upon payment of the principal amount of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, on the last day of such Interest Period, and (c) as to any Eurodollar Loan having an Interest Period longer than three months, on the last day of each three month period during such Interest Period and on the last day of such Interest Period.

“Interest Period” means, as to Eurodollar Loans, a period of one month, two months, three months, six months, or, subject to availability to all Lenders, twelve months, as selected by the Borrower, commencing on the date of the borrowing (including continuations and conversions thereof); provided, however, (i) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day), (ii) no Interest Period shall extend beyond the Maturity Date and (iii) any Interest Period with respect to a Eurodollar Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period.

“Internal Revenue” means the Internal Revenue Service and any successor agency.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto and all rules and regulations promulgated thereunder.

“Investment” by any Person means (i) any transaction or series of related transactions that results in the acquisition of assets, shares of Capital Stock, bonds, notes, debentures, partnership interests, joint ventures or other ownership interests or other securities of any other Person (whether the consideration paid for such acquisition is cash, property, services, assumption of Indebtedness, securities or otherwise), but excluding any acquisition of inventory,

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supplies, equipment and other property or assets used or consumed in the ordinary course of business of any Credit Party or any of its Subsidiaries, (ii) any deposit (other than deposits constituting a Permitted Lien) with or on behalf of, or advance, loan or other extension of credit (other than sales of inventory on credit in the ordinary course of business and payable or dischargeable in accordance with customary trade terms and sales on credit of the type described in clauses (c) or (d) of Section 9.3) to or on behalf of, any other Person or (iii) any other capital contribution to, or investment in, any other Person.  For purposes of this Credit Agreement, the term “Investment” includes, without limitation, any Guaranty by a Credit Party or any of its Restricted Subsidiaries entered into for the benefit of any Person.  In determining the aggregate amount of Investments outstanding at any particular time, (a) the amount of any Investment represented by a guaranty shall be taken at not less than the maximum principal amount of the obligations guaranteed and still outstanding; (b) there shall be deducted in respect of each such Investment any amount received as a return of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution); (c) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise; (d) there shall not be deducted from or added to the aggregate amount of Investments any decrease or increases, as the case may be, in the market value thereof; and (e) with respect to Investments in Joint Ventures there shall be deducted in respect of each such Investment any amount received in cash on account of such Joint Venture, directly or indirectly from such Joint Ventures or from a third party investor but only with respect to such third party investors’ acquisition of Capital Stock in such Joint Venture.

“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of the Borrower or any of its Restricted Subsidiaries.

“Issuing Bank” means Wells Fargo or any other Lender which shall issue a Letter of Credit for the account of the Borrower; provided, that, the Agent shall have approved such other Lender (such consent not to be unreasonably withheld).

“Issuing Bank Fees” has the meaning given to such term in Section 4.5(b).

“Joint Venture” means (a) a legal entity which is a joint venture among a Credit Party and one or more third parties so long as such entity would not constitute a Subsidiary or (b) an Unrestricted Subsidiary (including, without limitation, Bostco) formed or acquired with the intention of establishing a joint venture; provided, however, if after ninety (90) days (or one-hundred fifty (150) days with respect to Bostco)(or such longer period of time as the Agent may agree in writing in its sole discretion)(each such date, a “Transition Date”) after the formation or acquisition of such Unrestricted Subsidiary such Unrestricted Subsidiary is still a Subsidiary then such Unrestricted Subsidiary shall no longer constitute a Joint Venture but shall, at the Borrower’s option as specified in writing to the Agent prior to the Transition Date, either remain an Unrestricted Subsidiary or be redesignated as a Restricted Subsidiary; provided that such Unrestricted Subsidiary must become a Restricted Subsidiary in accordance with Section 7.15 if (x) the Investments made in such Unrestricted Subsidiary on or prior to the Transition Date, which for the purposes of this definition shall be deemed to have been made on the Transition Date, together with all Investments in each other Unrestricted Subsidiaries which are not Joint Ventures would not be permitted under clause (j) of the definition of Permitted Investments or

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(y) the requirements of Section 9.17(a) would not permit such Subsidiary to be an Unrestricted Subsidiary, which for the purposes of this definition shall be determined as if the Borrower had designated such Subsidiary to be an Unrestricted Subsidiary on the Transition Date.

“Landlord Agreement” means a Landlord Lien Waiver Agreement, substantially in the form of Exhibit C (or such other form as shall be reasonably acceptable to the Agent), between the Agent and a Credit Party’s landlord with respect to the Mortgaged Real Estate or any real property sold or transferred in accordance with Section 9.13.

“Lead Arrangers” means Wells Fargo Securities, LLC, and U.S. Bank National Association.

“Leases” means leases with respect to any leased real property, together with any leases of real property entered into by a Credit Party or any of its Restricted Subsidiaries after the date hereof.

“Lender” has the meaning given to such term in the preamble of this Credit Agreement.

“Lender Hedging Agreement” means any Hedging Agreement (other than one pertaining to the purchase or sale of commodities or commodity options) between the Borrower and any Person (or Affiliate of such Person) that was a Lender or an Affiliate of Lender at the time it entered into such Hedging Agreement whether or not such Person has ceased to be a Lender under the Credit Agreement.

“Lenders’ Fees” means the non-refundable fees payable to each of the Lenders as set forth in each of the Lender’s respective fee letter with the Agent.

“Lending Party” means the Agent, each Issuing Bank and each Lender.

“Letter of Credit Committed Amount” means $35,000,000.

“Letter of Credit Documents” means, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (i) the rights and obligations of the parties concerned or at risk or (ii) any collateral security for such obligations.

“Letter of Credit Fee” has the meaning given to such term in Section 4.5(a).

“Letter of Credit Obligations” means, at any time of determination, the sum of (i) the aggregate undrawn amount of all Letters of Credit outstanding at such time, plus (ii) the aggregate amount of all drawings under Letters of Credit for which the Issuing Bank has not at such time been reimbursed, plus (iii) without duplication, the aggregate amount of all payments made by each Lender to the Issuing Bank with respect to such Lender’s participation in Letters of Credit as provided in Section 3.3 for which the Borrower has not at such time reimbursed the Lenders, whether by way of a Revolving Loan or otherwise.

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“Letters of Credit” means (i) the Existing Letters of Credit, and (ii) all stand-by letters of credit issued by an Issuing Bank for the account of the Borrower pursuant to this Credit Agreement on and after the Closing Date, in each case, together with all amendments, renewals, extensions or replacements thereof.

“LIBOR Index Loan” means a Swing Loan during any period in which it bears interest at a rate determined by reference to the Adjusted LIBOR Index Rate.

“Lien(s)” means any lien, claim, charge, pledge, security interest, deed of trust, mortgage, or other encumbrance.

“Limited Recourse Guarantor” means Partners.

“Limited Recourse Guaranty Agreement” means the Amended and Restated Limited Recourse Guaranty Agreement, a form of which is attached as Exhibit B-2, executed and delivered by the Limited Recourse Guarantor to the Agent on the Closing Date, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Liquidity” means, on any date of determination, the sum of (a) the Revolving Credit Committed Amount minus the Working Capital Obligations outstanding plus (b) all money, currency or credit balances owned by a Person in any demand or deposit account located in the United States on the date of determination; provided, however, that amounts calculated under clause (b) of this definition shall exclude any amounts that do not constitute Cash Equivalents; provided, further, however, that the foregoing amounts under clause (b) shall (i) be included only to the extent such amounts are not subject to any Lien or other restriction or encumbrance of any kind (other than (x) Liens described in clause (a) of the definition of Permitted Liens and (y) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights; provided, that this clause (y) shall apply only for so long as such liens and rights are not being enforced or otherwise exercised), (ii) exclude any amounts held by such Person in escrow, trust or other fiduciary capacity for or on behalf of a client of such Person or any Affiliate of such Person and (iii) in the case of amount under clause (b) owned by a Person that is organized under the laws of a jurisdiction other than the United States of America or any political subdivision thereof, exclude an estimate of all withholding and other taxes that may be due as a result of any distribution of such amounts to a Credit Party, which estimate shall be acceptable to the Agent in its reasonable discretion.

“Loan” or “Loans” means Revolving Loans (or a portion of any Revolving Loan) and Swing Loans, or any or all of them, as the context shall require.

“London Interbank Offered Rate” means, with respect to any Eurodollar Loan for the Interest Period applicable thereto, the rate of interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Telerate Page 3750, the applicable rate shall be the arithmetic mean of all such rates.  If, for any reason, such rate is not available, the term “London Interbank Offered Rate” means, with respect to any

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Eurodollar Loan for the Interest Period applicable thereto, the rate of interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates.

“Material Adverse Change” means a material adverse change in (a) the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Credit Parties, taken as a whole, (b) a material part of the Collateral, (c) the Credit Parties’ ability to perform their respective obligations under the Credit Documents, or (d) the rights and remedies of the Lenders hereunder.

“Material Adverse Effect” means a material adverse effect on (a) the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Credit Parties, taken as a whole, (b) a material part of the Collateral, (c) the Credit Parties’ ability to perform their respective obligations under the Credit Documents, or (d) the rights and remedies of the Lenders hereunder.

“Maturity Date” means, as to the Revolving Loans, Swing Loans, and Letters of Credit (and the related Letter of Credit Obligations), the fifth (5th) anniversary of the Closing Date.

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

“Mortgage” means, as to each parcel or tract of the Mortgaged Real Estate (or as to more than one parcel or tract, as the case may be), the mortgage (or amendment to an existing mortgage) from the applicable Credit Party on such Mortgaged Real Estate, in form and substance reasonably satisfactory to the Agent, granting a Lien thereon to Agent, for the benefit of the Lenders, to secure the Obligations, as amended on or about the date hereof, if applicable, and as otherwise amended, restated or supplemented from time to time.

“Mortgagee Policy” means, for each parcel or tract of the Mortgaged Real Estate, other than the Razorback Pipeline Property, an ALTA mortgagee title insurance policy issued by the Title Insurance Company, assuring the Agent that the Mortgage on such Mortgaged Real Estate creates a valid and enforceable first priority (subject to Permitted Liens) mortgage lien on such Mortgaged Real Estate, free and clear of all defects and encumbrances except Permitted Liens, which Mortgagee Policy shall be in form and substance reasonably satisfactory to the Agent and shall provide for affirmative insurance and such reinsurance as the Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Agent.

“Mortgaged Real Estate” means all Real Estate which, from time to time, is owned by a Credit Party and subject to a Mortgage, including, without limitation, the Real Estate noted on Schedule 6.19 as being subject to a Mortgage as of the Closing Date.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA and (i) which is, or within the immediately preceding six (6) years was, contributed to by any Credit Parties or any of their Subsidiaries or ERISA Affiliates or (ii) with respect to which any Credit Parties or any of their Subsidiaries may incur any liability.

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“Net Cash Proceeds” shall mean the aggregate cash proceeds received by the Borrower or any of its Restricted Subsidiaries in respect of any issuance of Capital Stock or Involuntary Disposition, net of (a) direct costs (including, without limitation, legal, accounting and investment banking fees, and sales commissions) and (b) taxes paid or payable as a result thereof; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received by the Borrower or any of its Restricted Subsidiaries in any such issuance or Involuntary Disposition.

“Non-Recourse Debt” means Indebtedness of any Subsidiary:

(a)                                  as to which none of the Credit Parties or any Restricted Subsidiary (i) provides credit support of any kind (including any guaranty, undertaking, agreement or instrument that would constitute Indebtedness), (ii) is directly or indirectly liable as a guarantor or otherwise or (iii) is the lender; and

(b)                                 no default with respect to which (including any rights that the holders thereof may have to take an enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of Indebtedness of any Credit Party or any Restricted Subsidiary to declare a default on such Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

“Note” or “Notes” means the Revolving Notes, and the Swing Note or any or all of them, as the context shall require.

“Notice of Borrowing” means a notice substantially in the form of Exhibit G.

“Notice of Extension/Conversion” means a notice substantially in the form of Exhibit I.

“Obligations” means the Loans, any other loans and advances or extensions of credit made or to be made by any Lender Party to the Borrower, or to others for the Borrower’s account, in each case pursuant to the terms and provisions of this Credit Agreement, together with interest thereon (including interest which accrues after the commencement of any bankruptcy or similar case, whether or not such post-petition interest is allowed in such case) and, including, without limitation, any reimbursement obligation or indemnity of the Borrower on account of Letters of Credit and all other Letter of Credit Obligations and all indebtedness, fees, liabilities and obligations which may at any time be owing by the Borrower to any Lender Party (or an Affiliate of a Lender Party) in each case pursuant to this Credit Agreement or any other Credit Document, whether now in existence or incurred by the Borrower from time to time hereafter, whether unsecured or secured by pledge, Lien upon or security interest in any of the Borrower’s assets or property or the assets or property of any other Person, whether such indebtedness is absolute or contingent, joint or several, matured or unmatured, direct or indirect and whether the Borrower is liable to such Lender Party (or an Affiliate of a Lender Party) for such indebtedness as principal, surety, endorser, guarantor or otherwise.  Obligations shall also include any other indebtedness owing to any Lender Party (or an Affiliate of a Lender Party) by the Borrower under this Credit Agreement and the other Credit Documents, the Borrower’s liability to any Lender Party (or an Affiliate of a Lender Party) pursuant to this Credit Agreement as maker or endorser of any promissory note or other instrument for the payment of money, the

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Borrower’s liability to any Lender Party (or an Affiliate of a Lender Party) pursuant to this Credit Agreement or any other Credit Document under any instrument of guaranty or indemnity, or arising under any guaranty, endorsement or undertaking which any Lender Party (or an Affiliate of a Lender Party) may make or issue to others for any such Borrower’s account pursuant to this Credit Agreement, including any accommodation extended with respect to applications for Letters of Credit, all liabilities and obligations arising under Lender Hedging Agreements owing from the Borrower or any other Credit Party to any Lender Party, or any Affiliate of a Lender Party (or any Person that was a Lender Party or an Affiliate of a Lender Party at the time such Lender Hedging Agreement was entered into), permitted under Section 9.2, all liabilities and obligations now or hereafter arising from or in connection with any Cash Management Products, and all obligations of the Guarantors or any other Credit Party to any Lender Party (or an Affiliate of any Lender Party) or the Agent arising under or in connection with any Guaranty Agreement or any other Credit Document, including, without limitation, the Guaranteed Obligations (as defined in each Guaranty Agreement).

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

“Omnibus Agreement” means that certain Amended and Restated Omnibus Agreement among TransMontaigne Inc., TransMontaigne GP L.L.C., TransMontaigne Partners L.P., TransMontaigne Operating GP L.L.C. and TransMontaigne Operating Company L.P. dated December 31, 2007, as the same may be further amended, restated, supplemented, or otherwise modified from time to time to the extent any such amendment, supplement or modification does not constitute a breach of Section 9.16.

“Operating GP” means TransMontaigne Operating GP L.L.C., a Delaware limited liability company which, as of the Closing Date, owns a 0.001% general partnership interest in, and is the sole general partner of, the Borrower.

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

“PBGC” means the Pension Benefit Guaranty Corporation and any Person succeeding to the functions thereof.

“Partners” means TransMontaigne Partners L.P., a Delaware limited partnership, which qualifies for taxation as a “master limited partnership” under the Internal Revenue Code, the sole general partner of which is the General Partner.

“Partners’ Partnership Agreement” means that certain First Amended and Restated Partnership Agreement of Partners executed on or about the May 27, 2005, as the same may be amended, restated, supplemented, or otherwise modified from time to time to the extent permitted herein.

“Permitted Acquisition” means (a) the Drop-Down Acquisition and (b) any other Acquisition by the Borrower or any Restricted Subsidiary thereof where:

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(i)                                     the business or assets acquired are for use, or the Person acquired is engaged, in a Permitted Line of Business;

(ii)                                  if the Acquisition involves a merger or other combination involving (i) the Borrower, the Borrower is the surviving entity and (ii) any other Credit Party, either such Credit Party is the surviving entity or the continuing or surviving entity shall become a Credit Party immediately upon the consummation of such Acquisition;

(iii)                               immediately before and after giving effect to such Acquisition, no Default or Event of Default shall exist;

(iv)                              immediately before and after giving effect to such Acquisition (after giving effect to any updates to information provided to the Lenders with respect to such Acquisition in accordance with Section 7.16), all of the representations and warranties of the Credit Parties and their Subsidiaries under this Credit Agreement and the other Credit Documents (except to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects (provided that if any representation or warranty already includes a materiality or material adverse effect or change qualifier, such representation or warranty shall be true and correct in all respects);

(v)                                 at the time of such Acquisition the Borrower is in compliance with the covenants set forth in Sections 8.1 through 8.3 of this Credit Agreement with respect to the covenant levels at the time of the most recent Compliance Certificate, in each case, before and after giving pro forma effect to the Acquisition and Indebtedness incurred in connection with such Acquisition and interest to accrue thereon, as if such Acquisition and Indebtedness was incurred on the first day of the period being tested;

(vi)                              the Agent shall have received a certificate from the Borrower certifying the accuracy of the matters described in each of the foregoing clauses and, with respect to the matters described in clause (v), shall provide calculations demonstrating compliance with such matters;

(vii)                           the Acquisition is non-hostile and was approved, as necessary, by the target’s board of directors, shareholders or other requisite Persons;

(viii)                        for any Specified Acquisition, the Agent shall have received complete executed or conformed copies of each material document, instrument and agreement executed by a Credit Party in connection with such Acquisition not more than ten (10) Business Days after such Acquisition (or such longer period as may be agreed to by the Agent in its sole discretion); and

(ix)                                for any Specified Acquisition, the Agent shall have received an acquisition summary with respect to the Person, assets and/or business to be acquired (including financial statements for the most recent twelve month period for which they are available and as otherwise available, or such other form of financial statements reasonably acceptable to the Agent) and the Borrower’s calculation of pro forma Consolidated EBITDA relating thereto calculated in a manner reasonably satisfactory to

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the Agent not less than ten (10) Business Days prior to such Acquisition (or such shorter period as may be agreed to in writing by the Agent in its sole discretion).

“Permitted Affiliate Lender” means Morgan Stanley Senior Funding, Inc. and Morgan Stanley Bank, N.A.

“Permitted Indebtedness” means:

(a)                                  Indebtedness to the Lenders and Issuing Bank with respect to the Revolving Loans, the Swing Loans, the Letters of Credit or otherwise, pursuant to the Credit Documents;

(b)                                 trade payables incurred in the ordinary course of the Credit Parties’ business;

(c)                                  unsecured Indebtedness owing to TMG or any of its Subsidiaries, other than Partners and its Subsidiaries, in the form of loans and advances, provided that (i) the aggregate amount of such Indebtedness outstanding at any one time shall not exceed $5,000,000 and (ii) at the time of incurring such Indebtedness no Default or Event of Default exists or would arise therefrom;

(d)                                 obligations of Partners or any of its Restricted Subsidiaries in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate and exchange rate risks and not for speculative purposes;

(e)                                  Indebtedness described on Schedule 1.1C and any refinancings of such Indebtedness; provided that such Indebtedness is not increased in excess of the principal balance outstanding thereon plus any interest, prepayment premium and other related costs at the time of such refinancing so long as all such costs do not exceed $2,000,000, the scheduled maturity dates of such Indebtedness are not shortened and such refinancing is on terms and conditions no more restrictive than the terms and conditions of the Indebtedness being refinanced;

(f)                                    unsecured Funded Indebtedness of the Credit Parties, provided, that (i) the Agent has been given prior written notice of the material terms and conditions thereof and has found such terms and conditions acceptable, (ii) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 8.1 before and after giving effect to such incurrence, (iii) the maturity date of such indebtedness is no earlier than six (6) months after the Maturity Date and there shall be no scheduled principal payments until six (6) months after the Maturity Date, (iv) such unsecured Funded Indebtedness does not contain financial covenants of a type not contained in this Credit Agreement and the financial covenants contained therein are no more restrictive than the financial covenants contained in this Credit Agreement, (v) the provisions of Sections 9.12 or 9.14 are not breached, and (vi) before and after giving effect to the issuance of such unsecured Funded Indebtedness and the application of any of the proceeds thereof on the issuance date no Default or Event of Default shall exist;

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(g)                                 purchase money Indebtedness (including Capital Leases) incurred after the Closing Date by the Credit Parties or any of their Restricted Subsidiaries to finance the purchase, construction or improvement of fixed assets, and any Indebtedness incurred to extend, renew, replace or refinance such purchase money Indebtedness; provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $10,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon plus any interest, prepayment premium and other related costs at the time of such refinancing;

(h)                                 Indebtedness in an aggregate amount not exceeding 5% of Consolidated Net Tangible Assets;

(i)                                     intercompany loans made by any Credit Party to any Full Recourse Credit Party;

(j)                                     Indebtedness of Partners’ Foreign Subsidiaries for financing of the type described in clause (l) of the definition of Permitted Liens, which Indebtedness may be unsecured or secured as permitted by such clause (l);

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

(l)                                     to the extent constituting Indebtedness, reasonable and customary unsecured deferred compensation or similar obligations to employees and officers incurred in the ordinary course of business; and

(m)                               all Guarantees of Indebtedness of another Person of the type referred in clauses (a) through (i) (other than Guarantees of Acquired Indebtedness).

Notwithstanding the foregoing, if any of the foregoing Indebtedness is Subordinated Indebtedness, then (i) the material terms and conditions of such Indebtedness must be acceptable to the Agent and (ii) a Subordination Agreement with respect to such Indebtedness shall be delivered to the Agent, for the benefit of the Lenders, on or prior to the incurrence of such Indebtedness.

“Permitted Investments” means:

(a)                                  Cash Equivalents;

(b)                                   interest-bearing demand or time deposits (including certificates of deposit) which are insured by the Federal Deposit Insurance Corporation (“FDIC”) or a similar federal insurance program; provided, however, that the Credit Parties may, in the ordinary course of their respective businesses, maintain in their disbursement accounts

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from time to time amounts in excess of then applicable FDIC or other program insurance limits;

(c)                                  Investments existing on the Closing Date and set forth on Schedule 1.1D;

(d)                                 advances to officers, directors and employees for expenses incurred or anticipated to be incurred in the ordinary course not to exceed $5,000,000 in the aggregate at any one time outstanding;

(e)                                  Investments in (i) the Full Recourse Credit Parties; (ii) newly created direct or indirect Domestic Subsidiaries (other than Unrestricted Subsidiaries) of Partners, and newly created direct or indirect Foreign Subsidiaries of Partners, provided that (A) the applicable requirements of Section 7.15 are satisfied (such that, as to any Domestic Subsidiary, such Domestic Subsidiary becomes a Full Recourse Credit Party), and (B) the aggregate amount of Investments in Foreign Subsidiaries made after the Closing Date shall not exceed $5,000,000 at any time; and (iii) TMG or any of its Subsidiaries, other than Partners and its Subsidiaries, in the form of loans and advances, provided that (A) the aggregate amount of such Investments outstanding at any one time shall not exceed $5,000,000 and (B) at the time of making any such Investment no Default or Event of Default exists or would arise therefrom;

(f)                                    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;

(g)                                 Hedging Agreements entered into by the Borrower relating to the Loans hereunder and other Hedging Agreements entered into in order to manage existing or anticipated interest rate and exchange rate risks and not for speculative purposes;

(h)                                 (i) Investments in any Bostco Joint Venture as of the Closing Date in an amount not to exceed the amount of Investments permitted to be made in the Bostco Joint Venture under the Second Amendment and (ii) other Permitted JV Investments;

(i)                                     Permitted Acquisitions;

(j)                                     Investments in Unrestricted Subsidiaries (other than Joint Ventures); provided that (1) the aggregate amount of such Investments outstanding at any one time in all Unrestricted Subsidiaries shall not exceed an amount equal to five percent (5%) of Consolidated Net Tangible Assets, and (2) at the time of making any such Investment no Default or Event of Default exists or would arise therefrom; and

(k)                                  other Investments, provided that (1) the aggregate amount of all Investments outstanding in reliance on this clause (k) shall not exceed an amount equal to five percent (5%) of Consolidated Net Tangible Assets, and (2) at the time of making any such Investment no Default or Event of Default exists or would arise therefrom.

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“Permitted JV Investments” means Investments in Joint Ventures by the Borrower or any of its Restricted Subsidiaries where:

(i)                                     the Joint Venture is engaged in a Permitted Line of Business;

(ii)                                  immediately before and after giving effect to such Investment, no Default or Event of Default shall exist;

(iii)                               immediately before and after giving effect to such Investment (after giving effect to any updates to information provided to the Lenders with respect to such Investment in accordance with Section 7.16), all of the representations and warranties of the Credit Parties and their Subsidiaries under this Credit Agreement and the other Credit Documents (except to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects (provided that if any representation or warranty already includes a materiality or material adverse effect or change qualifier, such representation or warranty shall be true and correct in all respects);

(iv)                              at the time of such Investment the Total Leverage Ratio and Senior Secured Leverage Ratio (if then applicable) calculated in the most recent Compliance Certificate delivered, before and after giving pro forma effect to the Investment and Indebtedness incurred in connection with such Investment and interest to accrue thereon, is 0.50 or more below the applicable Total Leverage Ratio and Senior Secured Leverage Ratio covenant limitation as set forth in Sections 8.1 and 8.3 hereof, respectively, with respect to the fiscal quarter for which such Compliance Certificate was delivered, as if such Investment and Indebtedness was incurred on the first day of the period being tested;

(v)                                 at the time of such Investment the Interest Coverage Ratio calculated in the most recent Compliance Certificate delivered, before and after giving pro forma effect to the Investment and Indebtedness incurred in connection with such Investment and interest to accrue thereon, is 0.50 or more above the applicable Interest Coverage Ratio covenant limitation as set forth in Section 8.2 hereof with respect to the fiscal quarter for which such Compliance Certificate was delivered, as if such Investment and Indebtedness was incurred on the first day of the period being tested;

(vi)                              before and after giving effect to such Investment the Liquidity of the Borrower and its consolidated Restricted Subsidiaries shall not be less than $50,000,000;

(vii)                           the Agent shall have received a certificate from the Borrower certifying the accuracy of the matters described in each of the foregoing clauses and, with respect to the matters described in clauses (iv), (v) and (vi) and the proviso in clause (viii) below, shall provide calculations demonstrating compliance with such matters;

(viii)                        the Capital Stock issued by such Joint Venture in connection with such Investment shall be owned directly by a Credit Party and 100% of such Capital Stock owned by such Credit Party shall be pledged to the Agent as collateral security for the Obligations and be subject to no other Liens (other than Specified Permitted Liens (excluding, with respect to the Bostco Joint Venture and Frontera, clause (r) of the definition of Permitted Liens)), provided that the Credit Parties shall not be required to pledge the Capital Stock of a Joint Venture (other than

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the Bostco Joint Venture and Frontera) so long as the aggregate amount of Investments made by any Credit Party in such Joint Venture and in all other Joint Ventures with respect to which the Capital Stock of such Joint Ventures has not been pledged to the Agent as collateral security for the Obligations in accordance with this clause (viii) does not exceed $15,000,000 in the aggregate at any time or, if consented to in writing by the Agent in its sole and absolute discretion, $30,000,000 in the aggregate at any time; and

(ix)           such Investment and all previous Permitted JV Investments consummated after the Closing Date shall not exceed $125,000,000 in the aggregate.

“Permitted Liens” means

(a)           Liens granted to the Agent or the Lenders (or their Affiliates to secure Lender Hedging Agreements or Cash Management Products) by the Credit Parties pursuant to any Credit Document;

(b)           Liens, encumbrances and title exceptions listed on Schedule 1.1B and (i) any Liens, encumbrances and title exceptions encumbering all or any portion of the Razorback Pipeline Property, except those granted by a Credit Party, and (ii) such Liens, encumbrances and title exceptions of record as are reasonably acceptable to the Agent in its reasonable discretion;

(c)           Liens on fixed assets securing Indebtedness described in clause (g) of the definition of “Permitted Indebtedness”; provided that any such Lien attaches to such fixed assets concurrently with or within one hundred eighty (180) days after the acquisition, construction or improvement thereof and only to the fixed assets to be acquired, constructed or improved;

(d)           Liens of warehousemen, mechanics, materialmen, workers, repairmen, fillers, packagers, processors, common carriers, landlords and other similar Liens arising by operation of law or otherwise, not waived in connection herewith, for amounts that are not yet overdue or which are being appropriately contested in good faith by the relevant Credit Party by proceedings, provided that in any such case an adequate reserve is being maintained by such Credit Party to the extent required by GAAP and so long as such contested proceedings operate to stay the enforcement of any such Lien;

(e)           attachment or judgment Liens individually or in the aggregate not in excess of $10,000,000 (exclusive of (i) any amounts that are duly bonded to the satisfaction of the Agent in its reasonable discretion or (ii) any amount adequately covered by insurance);

(f)            Liens for taxes, assessments or other governmental charges not yet overdue or that are being contested in good faith by a Credit Party by appropriate proceedings, provided that in any such contest an adequate reserve in respect thereof is being maintained by such Credit Party to the extent required by GAAP and so long as such contested proceedings operate to stay the enforcement of any such Lien;

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(g)           zoning ordinances, easements, covenants, rights of way and other restrictions on the use of real property and other title exceptions that do not interfere in any material respect with the ordinary course of business or, in the case of owned real property, the marketability of such real property;

(h)           deposits or pledges to secure obligations under workmen’s compensation, social security or similar laws, or under unemployment insurance;

(i)            deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, regulatory or statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business;

(j)            restrictions under federal and state securities laws on the transfer of securities;

(k)           restrictions under foreign trade regulations on the transfer or licensing of assets of Partners and its Restricted Subsidiaries;

(l)            Liens on assets of any Foreign Subsidiary of Partners to secure financing made available to such Foreign Subsidiary (as to which no Credit Party is liable on such financing) for working capital and capital expenditures of such Foreign Subsidiaries;

(m)          Liens on commodities accounts in favor of commodities intermediaries securing margin loans pertaining to such accounts;

(n)           (i) Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction and (ii) Liens of any financial institution in connection with respect to any deposit account or securities account maintained with such financial institution, as applicable, so long as such Liens do not secure any borrowed money and arise under statutory, common law and contractual rights pursuant to any such financial institution’s standard terms and conditions governing such account;

(o)           Liens on fixed assets (1) of any Restricted Subsidiary which are in existence prior to the date that such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition and (2) of the Borrower or any of its Restricted Subsidiaries existing at the time such fixed assets are purchased or otherwise acquired by the Borrower or such Restricted Subsidiary pursuant to a transaction permitted pursuant to this Credit Agreement; provided that, with respect to each of the foregoing clauses (1) and (2), (A) such Liens are not incurred in connection with, or in anticipation of, such Permitted Acquisition, purchase or other acquisition, (B) such Liens are applicable only to the fixed assets acquired, (C) such Liens are not “blanket” or all asset Liens and (D) the Indebtedness (if any) secured by such Liens constitutes Permitted Indebtedness;

(p)           Liens arising from the filing of precautionary UCC financing statements relating solely to personal property leased pursuant to operating leases entered into in the ordinary course of business;

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(q)           any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in the ordinary course of business which do not (i) interfere in any material respect with the business of any Credit Party or Restricted Subsidiary or materially detract from the value of the relevant assets of any Credit Party or Subsidiary or (ii) secure any Indebtedness; and

(r)            Liens on equity interests in Joint Ventures (other than the Bostco Joint Venture or Frontera) securing obligations of such Joint Venture.

“Permitted Line of Business” means, with respect to a given Person, lines of business engaged in by such Person and its Subsidiaries such that such Person and its Subsidiaries, taken as a whole, are substantially engaged in business that (a) permits Partners to continue to be treated as a partnership under the Internal Revenue Code and (b) constitutes, or is related to, the business of storage, processing, marketing, terminaling, and/or transportation of natural gas, natural gas liquids, oil, or products thereof or related thereto.

“Permitted Restricted Payment” means (a) so long as no Triggering Event has occurred, any dividend or distribution by Partners of “Available Cash” (as such term is defined in Partners’ Partnership Agreement) to the limited and general partners of Partners, as “Available Cash” is defined and calculated in such partnership agreement and only to the extent permitted by such partnership agreement, and any corresponding dividend or distribution by the Borrower to Partners to enable it to make such dividend or distribution, (b) so long as no Triggering Event has occurred, any repurchase by Partners of its limited partnership units, in an aggregate amount not to exceed $5,000,000 (whether pursuant to Partners’ Savings and Retention Plan, Long Term Incentive Plan or otherwise) from and after the Closing Date, (c) other Restricted Payments made to Partners that are necessary to enable Partners to pay its expenses incurred in the ordinary course of business, including payments pursuant to the Omnibus Agreement, professional expenses, directors fees, transactional expenses incurred in connection with a Permitted Acquisition, and (d) payments with respect to Subordinated Indebtedness so long as such payment is expressly permitted under the terms of the Subordination Agreement with respect to such Subordinated Indebtedness and no Default or Event of Default exists at the time of such payment or would result therefrom.

“Person” means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation, institution, entity, party or government (including any division, agency or department thereof), and, as applicable, the successors, heirs and assigns of each.

“Plan” means any employee benefit plan, program or arrangement, whether oral or written, maintained or contributed to by any Credit Party or any of its Subsidiaries, or with respect to which such Credit Party or any such Subsidiary may incur liability.

“Pledge Agreement” means the Pledge Agreement, a form of which is attached as Exhibit D hereto, executed and delivered by the relevant Credit Parties on the Closing Date together with any joinder agreements executed and delivered in accordance with the terms of this Credit Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

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“Pledged Collateral” has the meaning given to such term in the Pledge Agreement.

“Prime Rate” means the rate which Wells Fargo announces from time to time as its prime, base or equivalent lending rate, as in effect from time to time.  The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer.  Wells Fargo (and its Affiliates) may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Proprietary Rights” has the meaning given to such term in Section 6.17.

“Qualified Senior Notes” means senior unsecured notes issued by the Borrower, or issued by Partners and Guaranteed by the Borrower, with a principal amount outstanding of not less than $150,000,000 at any time of determination and that constitute Permitted Indebtedness.  One or more “co-issuer” Subsidiaries of Partners or the Borrower may also be obligors on such Qualified Senior Notes provided such Subsidiaries are also Full Recourse Guarantors.

“Razorback Pipeline Property” means the parcels of real property owned, leased, or licensed by a Credit Party (or as to which a Credit Party has any easement or other interest) on, over, under, or through which the Borrower’s pipeline between its terminals in Mount Vernon, Missouri, and Rogers, Arkansas, is located.

“Real Estate” means the real property owned or leased (not including the mere right of use or possession of storage space or similar arrangements, with no interest in the underlying fee) by the relevant Credit Parties described in Schedule 6.19, as it may be updated from time to time pursuant to Sections 7.8 and 7.16, together with all Structures thereon.

“Real Property Documentation” means, with respect each parcel or tract of the Mortgaged Real Estate:

(a)           a fully executed and notarized Mortgage encumbering the fee interest of the Credit Parties in such Mortgaged Real Estate;

(b)           an owner’s affidavit for such Mortgaged Real Estate, addressed to the applicable title company;

(c)           a Landlord Agreement with respect to any leased real property that is held subject to a long-term lease and is material to the operation of the business of the Credit Parties taken as a whole and as to which the Agent has not waived in writing the requirement to provide such Landlord Agreement; provided that, the failure to obtain a Landlord Agreement after the diligent exercise of commercially reasonable efforts by the Credit Parties shall not constitute a breach of this Credit Agreement or result in a Default or Event of Default; provided further that, with respect to any Mortgaged Real Estate owned by an Affiliate of a Credit Party, the Credit Parties shall be required to deliver such Landlord Agreement;

(d)           a Mortgagee Policy for such Mortgaged Real Estate, in an amount not less than the respective amounts designated in Schedule 6.19 for such Mortgaged Real Estate;

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(e)           evidence in the form of a standard flood hazard determination certificate as to whether (i) such Mortgaged Real Estate is a Flood Hazard Property and (ii) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program;

(f)            if such Mortgaged Real Estate is a Flood Hazard Property, the relevant Credit Party’s written acknowledgment of receipt of written notification from the Agent (i) as to the existence of such Flood Hazard Property and (ii) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program;

(g)           evidence reasonably satisfactory to the Agent that such Mortgaged Real Estate, and the uses of such Mortgaged Real Estate, are in compliance in all material respects with all applicable zoning laws, regulations and ordinances (the evidence submitted as to zoning may be in the form of a “zoning letter” from the municipality or other applicable jurisdiction in which the applicable property is located and should include the zoning designation made for such Mortgaged Real Estate and the permitted uses of such Mortgaged Real Estate under such zoning designation;

(h)           UCC fixture financing statements for such Mortgaged Real Estate, in form and substance reasonably satisfactory to the Agent, to be filed in the appropriate jurisdiction as is necessary, in the Agent’s reasonable discretion, to perfect the Agent’s lien on such Mortgaged Real Estate;

(i)            copies of all existing environmental reports and Regulatory Agency correspondence regarding the Emergency Response Notification Site listing (including any underground storage tank closure reports, subsurface investigations and “No Further Action” letters and other existing correspondence and reports) respecting such Mortgaged Real Estate; and

(j)            boundary surveys of the sites of such Mortgaged Real Estate, together with a certification of the surveyor that all Structures are within, and do not encroach upon, such boundaries.

“Reportable Event” means any of the events described in Section 4043 of ERISA and the regulations thereunder.

“Required Lenders” means, at any time, Lenders (excluding Defaulting Lenders) holding at least 50.1% of the aggregate amount of the Revolving Credit Commitments (or if the Revolving Credit Commitments have been terminated, the aggregate outstanding principal amount of the Working Capital Obligations (including participation interests in Letter of Credit Obligations, but excluding Swing Loans)); provided that the Revolving Credit Commitments and Working Capital Obligations (including participation interests in Letter of Credit Obligations, but excluding Swing Loans) held or deemed held by any Lender determined by Agent to be a Defaulting Lender will be excluded for purposes of making a determination of Required Lenders.

“Restricted Payment” means (i) any cash dividend or other cash distribution, direct or indirect, on account of any Capital Stock of any Credit Party or any of its Restricted Subsidiaries,

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as the case may be, now or hereafter outstanding, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Capital Stock (other than purchase or redemption of Partner’s Capital Stock issued to any officer, director or employee in connection with the payment of withholding taxes on the vesting thereof) of any Credit Party or any of its Restricted Subsidiaries now or hereafter outstanding by such Credit Party or Restricted Subsidiary, as the case may be, except for any redemption, retirement, sinking funds or similar payment payable (x) by one Full Recourse Credit Party solely to another Full Recourse Credit Party or (y) solely in Capital Stock of the same rights and designation as such Capital Stock or in any class of Capital Stock junior to such Capital Stock, (iii) any cash payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Capital Stock of any Credit Party (other than any such payment in respect of withholding taxes due upon the vesting or exercise of any option to acquire Capital Stock granted to an officer, director or employee of a Credit Party) or any of its Restricted Subsidiaries now or hereafter outstanding, or (iv) any payment of principal, interest or fees or any purchase, redemption, retirement, acquisition or defeasance with respect to any Subordinated Indebtedness.

“Restricted Subsidiaries” means all Subsidiaries of Partners that are not Unrestricted Subsidiaries.  The Full Recourse Credit Parties will always be Restricted Subsidiaries of Partners.

“Revolving Credit Commitment” means, with respect to each Lender, the commitment of such Lender to make its portion of the Revolving Loans in a principal amount up to such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Committed Amount.

“Revolving Credit Commitment Percentage” means, for any Lender, its percentage of the aggregate Revolving Credit Commitments of all of the Lenders as shown on the books and records of the Agent and Schedule 1.1A, as such percentage and schedule may be modified in connection with decreases or increases to the Revolving Credit Commitment in accordance with Sections 2.2(c)(i) or (ii) or any assignment made in accordance with the provisions of Sections 14.5 or 2.10, provided that, absent manifest error, the books and records of the Agent shall be conclusive.

“Revolving Credit Committed Amount” means the aggregate revolving credit line extended by the Lenders to the Borrower for Revolving Loans, and Letters of Credit pursuant to and in accordance with the terms of this Credit Agreement, in an amount up to $250,000,000, as such revolving credit line may be reduced from time to time in accordance with Section 2.2(c)(i) and Section 2.2(b) or increased from time to time in accordance with Section 2.2(c)(ii).

“Revolving Loans” means loans and advances made to the Borrower by all of the Lenders on a revolving basis in accordance with their respective Revolving Credit Commitments pursuant to Section 2.1(a)(i), and includes Base Rate Loans and Eurodollar Loans.

“Revolving Notes” means promissory notes of the Borrower to the Lenders that request such notes pursuant to Section 2.1(c), substantially in the form of Exhibit F-1, evidencing the

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obligation of the Borrower to repay the Revolving Loans made by such Lenders, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc.

“Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, or (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC.

“Sanctioned Person” means a person named on the list of Specially Designated Nationals maintained by OFAC.

“Scheduled Bostco Project Operation Date” means the earlier of (a) the date designated in writing by the Borrower (which is approved by the Agent) as the date on which the Bostco Project Operation Date is scheduled to occur, provided such designation must be delivered by the Borrower to the Agent on or before the date that the first adjustment to Consolidated EBITDA with respect thereto is being requested and (b) the date on which all the budgeted capital expenditures with respect to the Bostco Project have been made.

“Scheduled Bostco Project Expansion Date” means the earlier of (a) date designated in writing by the Borrower (which is approved by the Agent) as the date on which Bostco Project Expansion Operation Date is scheduled to occur, provided such designation must be delivered by the Borrower to the Agent on or before the date that the first adjustment to Consolidated EBITDA with respect thereto is being requested and (b) the date on which all budgeted capital expenditures with respect to the Bostco Project Expansion have been made.

“Second Amendment” has the meaning specified in the recitals hereto.

“Securities Account Control Agreement” means an agreement among a Credit Party, a securities intermediary, and the Agent, which agreement is in form and substance reasonably acceptable to the Agent and its counsel and which provides for the Agent’s having “control” (as such term is used in Article 9 of the UCC) over the securities accounts described therein, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Security Agreement” means the Security Agreement, a form of which is attached as Exhibit E hereto, executed and delivered by the Full Recourse Credit Parties on the Closing Date together with any joinder agreements executed and delivered in accordance with the terms of this Credit Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Security Documents” means, collectively, the Pledge Agreement, the Security Agreement, each Mortgage, each Deposit Account Control Agreement, each Commodities Account Control Agreement, each Securities Account Control Agreement, and each other document or instrument pursuant to which a Lien is granted to the Agent to secure all or any part

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of the Obligations, as each of the same may be amended, restated, supplemented or otherwise modified from time to time.

“Senior Secured Leverage Ratio” means, as of the last day of each of Partners’ fiscal quarters, for such fiscal quarter and the immediately preceding three fiscal quarters, the ratio of (a) Consolidated Funded Indebtedness which is secured by a Lien as of such date to (b) Consolidated EBITDA for such fiscal quarter and the immediately preceding three fiscal quarters.

“Settlement Period” means each week, or such lesser period or periods as the Agent shall reasonably determine.

“Solvent” and “Solvency” shall mean, with respect to any Person, that such Person (i) owns and will own assets the fair saleable value of which are (a) greater than the total amount of its debt and (b) greater than the amount that will be required to pay the probable liabilities of its then existing debts as they become absolute and matured considering all financing alternatives and potential asset sales reasonably available to it; (ii) has capital that is not unreasonably small in relation to its business as presently conducted or after giving effect to any contemplated transaction; and (iii) will not, and does not intend to, incur and does not believe that it will incur debts beyond its ability to pay such debts as they become due.  For purposes of this definition, “debt” shall mean any liability on a claim, and “claim” shall mean (A) the right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, undisputed, legal, equitable, secured or unsecured, or (B) the right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, undisputed, secured or unsecured.

“Solvency Certificate” means an officer’s certificate of Partners prepared by an Executive Officer as to the financial condition, solvency and related matters of the Credit Parties, on a pro forma basis after giving effect to the transactions on the Closing Date under the Credit Documents, substantially in the form of Exhibit L.

“Specified Acquisition” means any Acquisition involving Acquisition Consideration greater than $25,000,000.

“Specified Disposition” means any transaction or series of related transactions resulting, directly or indirectly, in the sale, transfer, or other disposition of assets (including, without limitation, Capital Stock) by any Credit Party or any Restricted Subsidiary for consideration greater than $20,000,000.

“Specified Contract” means (a) the Indemnity Agreement, (b) the Terminaling Services Agreements, and (c) any other written contract or other arrangement (other than the Credit Documents), to which any Credit Party or any of its Restricted Subsidiaries is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

“Specified Permitted Liens” means Liens described in clauses (a), (e), (f), (j) and (r) of the definition of Permitted Liens.

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“Specified Period” means, in the event of the consummation of a Specified Acquisition by the Borrower, the period beginning on the date on which such Specified Acquisition closes and ending on (and including) the last day of the second full fiscal quarter following such closing or fiscal quarter, as applicable.

“Specified Project” means any new terminal or other capital expansion project undertaken by any Credit Party (other than through a Joint Venture), the Consolidated Capital Expenditures attributable to which exceeds $20,000,000.

“Structures” means all plants, offices, manufacturing facilities, warehouses, administration buildings and related facilities located on the Real Estate.

“Subordination Agreement” means an agreement between the Agent, the Borrower (and any applicable Credit Party) and the Person providing Subordinated Indebtedness to any Credit Party containing intercreditor and subordination terms and conditions satisfactory to the Agent.

“Subordinated Indebtedness” means Indebtedness of any Credit Party permitted under Section 9.2 which, in each case, is expressly subordinated and made junior to the payment and performance in full of the Obligations.

“Subsidiary” means, as to any Person, (a) any corporation more than 50% of whose Capital Stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time, any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, (b) any partnership, limited liability company, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries has more than a fifty percent (50%) interest in the total capital, total income and/or total ownership interests of such entity at any time and (c) any partnership in which such Person is a general partner.  Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Credit Agreement shall refer to a Subsidiary or Subsidiaries of Partners.

“Swing Loan” means a Loan made by the Swing Loan Lender pursuant to Section 2.1(a)(ii), which must be a Base Rate Loan or, subject to Section 2.1(a)(ii), a LIBOR Index Loan.

“Swing Loan Lender” means Wells Fargo.

“Swing Note” means the promissory note of the Borrower in favor of the Swing Loan Lender, substantially in the form of Exhibit F-2, evidencing the obligation of the Borrower to repay the Swing Loans, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Taxes” means 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 or penalties applicable thereto.

“Terminaling Services Agreements” means, collectively, (a) that certain Terminaling Services Agreement — Florida and Midwest, dated as of June 1, 2007, by and between

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TransMontaigne Partners L.P. on behalf of itself and its Affiliates and Morgan Stanley Capital Group Inc., as amended by the First Amendment, dated as of March 28, 2008, the Second Amendment, dated as of December 19, 2008, and the Third Amendment, dated as of June 11, 2009 and (b) that certain Terminaling Services Agreement — Southeast and Collins/Purvis, dated as of January 1, 2008, as amended by the First Amendment, effective January 1, 2008, the Second Amendment, effective June 1, 2009, the Third Amendment, effective December 22, 2009 and the Fourth Amendment effective April 14, 2010, in the case of both (a) and (b) above, as the same may be amended, restated, supplemented, or otherwise modified from time to time to the extent any such amendment, supplement or modification does not constitute a breach of Section 9.16.

“Termination Event” means (i) a Reportable Event with respect to any Benefit Plan or Multiemployer Plan, excluding, however, such events as to which the PBGC by regulation has waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event; (ii) the withdrawal of any Credit Parties or any of their Subsidiaries or ERISA Affiliates from a Benefit Plan during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA resulting in liability under ERISA Section 4063; (iii) the providing of notice of intent to terminate a Benefit Plan pursuant to Section 4041 of ERISA; (iv) the institution by the PBGC of proceedings to terminate a Benefit Plan or Multiemployer Plan; (v) any event or condition (a) which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Benefit Plan or Multiemployer Plan, or (b) that would reasonably be expected to result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA; or (vi) the partial or complete withdrawal within the meaning of Sections 4203 and 4205 of ERISA, of any Credit Parties or any of their Subsidiaries or ERISA Affiliates from a Multiemployer Plan, if there is any potential liability therefor.

“Title Insurance Company” means, as to each parcel or tract of the Mortgaged Real Estate, Lawyers Title Insurance Corporation or any other title insurance company, mutually acceptable to the Borrower and the Agent, issuing the Mortgagee Policy with respect thereto.

“TMG” means TransMontaigne Inc., a Delaware corporation.

“TMG/TPSI Acknowledgement Agreement” means that certain TMG and TPSI Acknowledgement Agreement, substantially in the form of Exhibit R.

“Total Leverage Ratio” means, as of the last day of each of Partners’ fiscal quarters, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for such fiscal quarter and the immediately preceding three fiscal quarters.

“Triggering Event” means the occurrence of any of the following: (i) a Default or Event of Default under Section 11.1(a); (ii) notice by the Agent, given at the direction of the Required Lenders, during the existence of a Default or Event of Default (other than a Default or Event of Default under Section 11.1(a)) that the Borrower shall not make the payments set forth in clauses (a) and (b) of the definition of Permitted Restricted Payment; or (iii) the acceleration of the Obligations in accordance with Section 11.2

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“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“UCP” means The Uniform Customs and Practice for Documentary Credits, as published as of the date of issue of any Letter of Credit by the International Chamber of Commerce.

“Unrestricted Subsidiary” means (a), as of the Closing Date, Bostco and its Subsidiaries and (b) thereafter, any other Subsidiary designated as an Unrestricted Subsidiary in accordance with Section 9.17, and any of its Subsidiaries.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, as in effect from time to time.

“Voting Stock” means, with respect to any Person, Capital Stock issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

“Wells Fargo” means Wells Fargo Bank, National Association, and its successors and permitted assigns.

“Working Capital Obligations” means the sum at any time of (a) the Aggregate Revolving Loan Amount Outstanding, (b) the Aggregate Swing Loan Amount Outstanding and (c) the Letter of Credit Obligations.

1.2                               Accounting and Other Terms.

(a)                                  Accounting Terms and Determinations.

Unless otherwise defined or specified herein, all accounting terms shall be construed herein and all accounting determinations for purposes of determining compliance with Article VIII and otherwise to be made under this Credit Agreement shall be made in accordance with GAAP applied on a basis consistent in all material respects with the Financials.  If GAAP shall change from the basis used in preparing the Financials, in a way that would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Lenders shall so request, the Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Agent and the Lenders financial statements and the certificates required to be delivered pursuant to Section 7.1 demonstrating compliance with the covenants contained herein shall include calculations setting forth the adjustments necessary to demonstrate how Partners is in compliance with the financial covenants based upon GAAP as in effect on the Closing Date.  If the Credit Parties shall change their method of inventory accounting, all calculations necessary to determine compliance with the covenants contained herein shall be made as if such method of inventory accounting had not been so changed.  Notwithstanding the foregoing, all financial

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covenants contained herein shall be calculated without giving effect to any election under Statement of Financial Accounting Standards 159 permitting a Person to value its financial liabilities at the fair value thereof.

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

(b)                                 Other Definitional Terms.

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

ARTICLE II

LOANS

2.1                               Revolving Loans and Swing Loans.

(a)                                  Commitments.

(i)                                     Revolving Loans.  Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each of the Lenders severally agrees to lend to the Borrower at any time or from time to time on or after the Closing Date and before the Maturity Date, such Lender’s Revolving Credit Commitment Percentage of the Revolving Loans as may be requested or deemed requested by the Borrower.

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(ii)                                  Swing Loans.

(A)                              In addition to the foregoing, the Swing Loan Lender may in its sole discretion from time to time after the Closing Date but before the Maturity Date, upon the request of the Borrower, if the applicable conditions precedent in Article V have been satisfied and if there is no Defaulting Lender (unless the Swing Loan Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swing Loan Lender to eliminate the Swing Loan Lender’s Fronting Exposure (after giving effect to Section 4.11(a)(iii)) with respect to any such Defaulting Lender), make Swing Loans to the Borrower in an aggregate principal amount at any time outstanding not exceeding $20,000,000; provided that, immediately after such Swing Loan is made, the conditions set forth in Section 2.1(b) shall have been satisfied.  Except for calculation of the Commitment Fee as set forth in the definition thereof, Swing Loans shall not be considered a utilization of the Revolving Credit Commitment of the Swing Loan Lender or any other Lender hereunder.  All Swing Loans shall be made as Base Rate Loans or as LIBOR Index Loans; provided, however, that (A) the entire principal balance of the Swing Loans shall at all times bear interest as either a LIBOR Index Loan or a Base Rate Loan; (B) while any Swing Loan is outstanding all subsequent Swing Loans must bear interest at the same rate as the Swing Loans then outstanding; (C) the Borrower may not convert any outstanding Swing Loans from Base Rate Loans to LIBOR Index Loans, or vice versa; (D) no Swing Loan shall constitute a LIBOR Index Loan for more than ten (10) succeeding Business Days; and (E) if any Swing Loan remains outstanding for more than ten (10) Business Days as a LIBOR Index Loan, then the entire principal balance of the Swing Loans shall, automatically and without notice to Borrower or any other Person, convert to a Base Rate Loan and, thereafter, bear interest as a Base Rate Loan.

(B)                                Swing Loans shall be refunded by the Lenders on demand by the Swing Loan Lender.  Such refundings shall be made by the Lenders in accordance with their respective Revolving Credit Commitment Percentages and shall thereafter be reflected as Revolving Loans of the Lenders on the books and records of the Agent.  Each Lender shall fund its respective Revolving Credit Commitment Percentage of Revolving Loans as required to repay Swing Loans outstanding to the Swing Loan Lender upon demand by the Swing Loan Lender but in no event later than 1:00 p.m. on the next succeeding Business Day after such demand is made.  No Lender’s obligation to fund its respective Revolving Credit Commitment Percentage of a Swing Loan shall be affected by any other Lender’s failure to fund its Revolving Credit Commitment Percentage of a Swing Loan, nor shall any Lender’s Revolving Credit Commitment Percentage be increased as a result of any such failure of any other Revolving Credit Lender to fund its Revolving Credit Commitment Percentage of a Swing

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Loan.  The Borrower shall pay to the Swing Loan Lender on demand the amount of such Swing Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swing Loans requested or required to be refunded.  In addition, the Borrower hereby authorizes the Agent to charge any account maintained by the Borrower with the Swing Loan Lender (up to the amount available therein) in order to immediately pay the Swing Loan Lender the amount of such Swing Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swing Loans requested or required to be refunded.  If any portion of any such amount paid to the Swing Lender shall be recovered by or on behalf of the Borrower from the Swing Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders in accordance with their respective Revolving Credit Commitment Percentages.

(C)                                Each Lender acknowledges and agrees that its obligation to refund Swing Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, (i) non-satisfaction of the conditions set forth in Article V; (ii) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Loan Lender or any other Person for any reason whatsoever; (iii) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Credit Commitments; (iv) the occurrence or existence of any Material Adverse Change or Material Adverse Effect or the existence or occurrence of any adverse change in the condition (financial or otherwise) of any other Person; (v) any breach of any Credit Document by any Credit Party or any other Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.  Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swing Loans pursuant to this Section, one of the events described in Section 11.1(e) or (f) shall have occurred, each Lender will, on the date the applicable Revolving Loan would have been made, purchase an undivided participating interest in the Swing Loan to be refunded in an amount equal to its Revolving Credit Commitment Percentage of the aggregate amount of such Swing Loan.  Each Lender will immediately transfer to the Swing Loan Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount.  Whenever, at any time after the Swing Loan Lender has received from any Lender such Lender’s participating interest in a Swing Loan, the Swing Loan Lender receives any payment on account thereof, the Swing Loan Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and

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funded).  Purchase of any participating interest in the Swing Loans shall not relieve Borrower of any default in the payment thereof.

(b)                                 Certain Limitations Applicable to the Loans.

No Lender shall be obligated at any time to make available to the Borrower its Revolving Credit Commitment Percentage of any requested Revolving Loan if such amount plus its Revolving Credit Commitment Percentage of all Revolving Loans and its Revolving Credit Commitment Percentage of all Letter of Credit Obligations would exceed such Lender’s Revolving Credit Commitment at such time.  The aggregate balance of Working Capital Obligations shall not at any time exceed the Revolving Credit Committed Amount.  No Lender shall be obligated to make available, nor shall the Agent make available, any Revolving Loans, Swing Loans, or Letters of Credit to the Borrower to the extent such Revolving Loans, Swing Loans, or Letters of Credit when added to the then outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations would cause the aggregate outstanding Working Capital Obligations to exceed the Revolving Credit Committed Amount then in effect.  If at any time the amount of all Working Capital Obligations outstanding exceeds the Revolving Credit Committed Amount then in effect, the Borrower immediately shall make a mandatory prepayment in accordance with the provisions of Section 2.2(b)(i).

(c)                                  Notes.

(i)                                     Revolving Notes.  If so requested by a Lender (at or at any time after the Closing Date), the obligations of the Borrower to repay the Revolving Loans to such Lender and to pay interest thereon shall be evidenced by a separate Revolving Note to such Lender, with appropriate insertions.  One Revolving Note shall be payable to the order of each Lender which so requests a Revolving Note, and each such Revolving Note shall be in a principal amount equal to such Lender’s Revolving Credit Commitment and shall represent the obligations of the Borrower to pay such Lender the amount of such Lender’s Revolving Credit Commitment or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein.  Subject to Sections 2.5, 13.8 and 14.5(e), the Borrower irrevocably authorizes each Lender which has been issued a Revolving Note to make or cause to be made appropriate notations on its Revolving Note, or on a record pertaining thereto, reflecting Revolving Loans and repayments thereof.  The outstanding amount of the Revolving Loans set forth on such Lender’s Revolving Note or record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to make such notation or record, or any error in such notation or record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Revolving Note to make payments of principal of or interest on any Revolving Note when due.  Any of the foregoing to the contrary notwithstanding, any lack of a Lender’s request to be issued a Revolving Note shall not, in any manner, diminish the Borrower’s obligations to repay the Revolving Loans made by such Lender, together with all other amounts owing to such Lender by the Borrower.

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(ii)                                  Swing Note.  The obligations of the Borrower to repay the Swing Loans shall be evidenced by a single Swing Note payable to the order of the Swing Loan Lender in the original principal amount of $20,000,000.

(d)                                 Borrowings.

(i)                                     Each request for a Revolving Loan or Swing Loan hereunder shall be made by a Notice of Borrowing from the Borrower to the Agent, given not later than (A) 1:00 P.M. on the Business Day on which the proposed borrowing is requested to be made for Revolving Loans that will be Base Rate Loans and for Swing Loans and (B) 1:00 P.M. on the date that is three Business Days prior to the date of the requested borrowing of Revolving Loans that will be Eurodollar Loans.  Each request for borrowing made in a Notice of Borrowing shall be given by telecopy, setting forth (1) the requested date of such borrowing, (2) the aggregate amount of such requested borrowing and whether it is for a Revolving Loan or Swing Loan, (3) whether such Revolving Loans will be Base Rate Loans or Eurodollar Rate Loans, and if appropriate, the applicable Interest Period, (4) whether such Swing Loan will be a Base Rate Loan or LIBOR Index Loan (subject to Section 2.1(a)(ii)), (5) certification by the Borrower that it has complied in all respects with Section 5.2, all of which shall be specified in such manner as is necessary to comply with all limitations on Revolving Loans and Swing Loans outstanding hereunder and (6) the account at which such requested funds should be made available.  Each request for borrowing made in a Notice of Borrowing shall be irrevocable by and binding on the Borrower.  The Borrower shall be entitled to borrow Revolving Loans in a minimum principal amount of $3,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount of the Revolving Credit Committed Amount, if less) and shall be entitled to borrow Base Rate Loans or Eurodollar Loans, or a combination thereof, as the Borrower may request; provided, that no more than eight (8) Eurodollar Loans shall be outstanding hereunder at any one time; and provided, further, that Eurodollar Loans shall be in a minimum principal amount of at least $3,000,000 and integral multiples of $1,000,000 in excess thereof.  Each Swing Loan shall be in a minimum principal amount of at least $100,000 and integral multiples of $100,000 in excess thereof.  Revolving Loans and Swing Loans may be repaid and reborrowed in accordance with the provisions hereof.

The Agent shall give to each Lender prompt notice (but in no event later than 2:00 P.M. on the date of the Agent’s receipt of notice from the Borrower) of each requested borrowing in a Notice of Borrowing by telecopy, telex or cable (other than any Notice of Borrowing which will be funded by the Agent in accordance with subsection (d)(ii) below).  No later than 3:00 P.M. on the date on which a Revolving Loan borrowing is requested to be made pursuant to the applicable Notice of Borrowing, each Lender will make available to the Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its Revolving Credit Commitment Percentage of such borrowing requested to be made (unless such funding is to be made by the Agent in accordance with subsection (d)(ii) below).  Unless the Agent shall have been notified by any Lender prior to the date of borrowing that such Lender does not intend to make available to the Agent its portion of the Revolving Loan borrowing to be made on such date, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount

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of the borrowing to be provided by such Lender.  Upon fulfillment of the conditions set forth in Section 5.2 for such borrowing, the Agent will make such funds available to the Borrower at the account specified by the Borrower in such Notice of Borrowing.

(ii)                                  If the amounts of Revolving Loans described in subsection (d)(i) of this Section 2.1 are not in fact made available to the Agent by a Defaulting Lender and the Agent has made such amount available to the Borrower, the Agent shall be entitled to recover such corresponding amount on demand from such Defaulting Lender.  If such Defaulting Lender does not pay such corresponding amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower and the Borrower shall immediately (but in no event later than one (1) Business Day after such demand) pay such corresponding amount to the Agent.  The Agent shall also be entitled to recover from such Defaulting Lender and the Borrower, (A) interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent, at a rate per annum equal to either (1) if paid by such Defaulting Lender, the overnight Federal Funds Rate or (2) if paid by the Borrower, the then applicable rate of interest, calculated in accordance with Section 4.1, plus (B) in each case, an amount equal to any reasonable costs (including reasonable legal expenses) and losses incurred as a result of the failure of such Defaulting Lender to provide such amount as provided in this Credit Agreement.  Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder, including, without limitation, the right of the Borrower to seek reimbursement from any Defaulting Lender for any amounts paid by the Borrower under clause (B) above on account of such Defaulting Lender’s default.

(iii)                               The failure of any Lender to make the Revolving Loan to be made by it as part of any borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Loan to be made by such other Lender on the date of any borrowing.

(iv)                              Each Lender shall be entitled to earn interest at the then applicable rate of interest, calculated in accordance with Article IV, on outstanding Revolving Loans which it has funded to the Agent from the date such Lender funded such Revolving Loan to, but excluding, the date on which such Lender is repaid with respect to such Revolving Loan.

(v)                                 A request for a borrowing may not be made by telephone, unless no other means are available at the time of such request.

2.2                               Optional and Mandatory Prepayments; Reduction or Increase of Committed Amount.

(a)                                  Voluntary Prepayments.  The Borrower shall have the right to prepay Loans in whole or in part from time to time, but otherwise without premium or penalty;

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provided, however, that (i) Loans that are Eurodollar Loans may only be prepaid on three (3) Business Days’ prior written notice to the Agent specifying the applicable Loans to be prepaid; (ii) any prepayment of Loans that are Eurodollar Loans will be subject to Section 4.10; (iii) each such partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 for Base Rate Loans and $3,000,000 for Eurodollar Loans and (iv) each such partial prepayment of Swing Loans shall be in a minimum principal amount of $100,000, or in each case, the outstanding balance, if less.  Unless otherwise directed in writing by the Borrower, voluntary prepayments shall be applied first to Swing Loans and second to Revolving Loans.  Prepayments on Revolving Loans will be applied first to Base Rate Loans and then to Eurodollar Loans in the direct order of Interest Period maturities thereof.

(b)                                 Mandatory Prepayments.

(i)                                     Revolving Credit Committed Amount.  If at any time, the Working Capital Obligations outstanding shall exceed the Revolving Credit Committed Amount then in effect, the Borrower immediately shall pay to the Agent, for the ratable account of the Lenders, an amount sufficient to eliminate such excess.

(ii)                                  [Reserved.]

(iii)                               Involuntary Disposition.  Promptly and in any event within ten (10) days following the occurrence of any Involuntary Disposition and the expiration of the 270 day period referred to below, the Borrower shall prepay the Loans in an aggregate amount equal to the Net Cash Proceeds of such disposition; provided, that, such prepayment shall not be required to the extent such Net Cash Proceeds are used to restore, repair or replace the applicable property or to acquire or improve other tangible property to be used in the Borrower’s line of business within 270 days of such Involuntary Disposition.  Such prepayment shall be applied as set forth in clause (iv).

(iv)                              Application of Mandatory Prepayments.  All amounts required to be paid pursuant to this Section 2.2(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.2(b)(i), to Swing Loans and then Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account held by the Agent in respect of Letter of Credit Obligations, and (B) with respect to all amounts prepaid pursuant to Section 2.2(b)(iii), to the Revolving Loans as directed by the Borrower at the time of such prepayment.  All prepayments made hereunder against the Revolving Loans shall not result in a permanent reduction in the Revolving Credit Commitments.  Within the parameters of the applications set forth above for Loans, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities.  All prepayments under this Section 2.2(b) shall be subject to Section 4.10.

(c)                                  Voluntary Reductions of Revolving Credit Committed Amount; Increases to Revolving Credit Committed Amount.

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(i)                                     The Borrower may from time to time permanently reduce or terminate the Revolving Credit Committed Amount in whole or in part (in minimum aggregate amounts of $3,000,000 or in integral multiples of $1,000,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Credit Committed Amount)) upon three (3) Business Days’ prior written notice to the Agent; provided, however, no such termination or reduction shall be made which would cause the aggregate principal amount of outstanding Working Capital Obligations to exceed the Revolving Credit Committed Amount (as so reduced), unless, concurrently with such termination or reduction, the Borrower make a mandatory prepayment in accordance with the provisions of Section 2.2(b)(i).  The Agent shall promptly notify each affected Lender of receipt by the Agent of any notice from the Borrower pursuant to this Section 2.2(c).

(ii)                                  The Revolving Credit Committed Amounts may be increased from time to time as follows:

(A)                              At the Borrower’s written request to the Agent, the Revolving Credit Committed Amount may be increased from time to time in increments of $5,000,000, up to an additional $100,000,000 in the aggregate, for a maximum amount of Revolving Credit Committed Amounts of $350,000,000; provided, however, that no such increase shall be effective unless:

(1)                                  The Agent shall have received one or more additional commitments from existing Lenders (as provided below in subparagraph (B), below) or such other Person satisfying the terms and conditions set forth in subparagraph (C), below;

(2)                                  The Agent shall have consented to such increase;

(3)                                  No Default or Event of Default shall have occurred and be continuing at the time any such request is made by the Borrower or at the time such increase would otherwise become effective;

(4)                                  Unless the Borrower has otherwise agreed in writing to provide the indemnification provided for in Section 4.10, no Eurodollar Loan shall be outstanding, and

(5)                                  The Borrower shall have delivered to the Agent and the Lenders such other documents, instruments, agreements or information reasonably requested by the Agent or any Lender that is providing additional Revolving Credit Commitments, including, without limitation, amendments to the Real Property Documentation reflecting such increase.

(B)                                Upon its receipt of any written request to increase the Revolving Credit Committed Amount, the Agent will deliver such notice to each of the Lenders, each of whom shall have the right to provide all or

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a part of the specified increase or new commitments (in either case, an “increase”) in increments of at least $1,000,000, provided that any such increase by a Permitted Affiliate Lender shall be subject to Section 14.20.  If any then existing Lender desires to provide all or any part of such increase, it must, within two Business Days of its receipt of such notice from the Agent, respond to the Agent in writing, which response must clearly indicate the amount of such increase such responding Lender would like to provide (which election shall be irrevocable).  If the aggregate amount of additional commitments proposed by all of the responding Lenders exceeds the amount of the increase requested by the Borrower, then the Agent shall allocate the increase to each such responding Lender pro rata based on the amount of such increase proposed by such Lender, divided by the aggregate amount proposed by all responding Lenders.  Except as provided in this paragraph, no Lender shall have any obligation to provide any such increase.

(C)                                If the then existing Lenders do not provide additional commitments to meet the requested increase, then any other Person or Persons who, unless otherwise agreed to in writing by the Agent, would constitute Eligible Assignees and who are acceptable to Agent may provide the remaining portion of requested increase (as determined by Agent) by joining this Credit Agreement as Lenders, executing and delivering a joinder agreement in form and substance satisfactory to the Agent, and otherwise providing all documentation as would be required of an Eligible Assignee pursuant to Section 14.5, all to the extent requested by the Agent, whereupon such Persons shall be deemed Lenders for all purposes hereunder.

(D)                               To the extent deemed reasonably necessary by the Agent, each Lender shall sell to or purchase from, as applicable, each other Lender an amount necessary to place the aggregate outstanding amount of such Lender’s Revolving Loans in proportion to its Revolving Credit Commitment Percentage, in light of such increase and reallocation of the Revolving Loans (with the Borrower being liable for any indemnification required pursuant to Section 4.10). Upon the effectiveness of any increase to the Revolving Credit Committed Amount, the Agent will modify its books and records to reflect the revised Revolving Credit Commitments of each of the Lenders.  Any Lender that increases its Revolving Credit Commitment pursuant to this Section shall be entitled to request and receive a replacement Revolving Credit Note in the amount of its increased Revolving Credit Commitment which the Borrower shall promptly provide.

(E)                                 To the extent that the interest rate margins applicable to Revolving Loans made under the increased Revolving Credit Committed Amount (“Proposed Pricing”) is greater than the interest rate margin then applicable to the existing Revolving Loans (“Existing Pricing”), the

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interest rate margin for the existing Revolving Loans shall be increased to an amount which results in Existing Pricing being economically equivalent to the Proposed Pricing as determined by the Agent.

(d)                                 Maturity Date.  Unless the Loans have been previously declared due and payable (and the Revolving Credit Commitments have been terminated) in accordance with Section 11.2 hereof, on the Maturity Date: (i) the Revolving Credit Commitment of the Lenders, the commitment of the Swing Loan Lender to make Swing Loans and the Letter of Credit Commitment of the Issuing Bank shall automatically terminate and (ii) the principal amount of all Loans shall be due and payable.

(e)                                  General.  The Borrower shall pay to the Agent for the account of the Lenders in accordance with the terms of Section 4.3, on the date of each termination or reduction of the Revolving Credit Committed Amount, the Commitment Fee accrued through the date of such termination or reduction on the amount of the Revolving Credit Committed Amount so terminated or reduced.

(f)                                    Hedging Obligations Unaffected.  Any prepayment made pursuant to this Section 2.2 shall not affect the Borrower’s obligation to continue to make payments under any Lender Hedging Agreement, which shall remain in full force and effect notwithstanding such prepayment, subject to the terms of such Lender Hedging Agreement.

2.3                               Payments and Computations.

(a)                                  Payments.  The Borrower shall make each payment hereunder and under the Notes not later than 2:00 P.M. on the day when due.  Payments made by the Borrower shall be in Dollars to the Agent at its address referred to in Section 14.4 in immediately available funds without deduction, withholding, setoff or counterclaim.  As soon as practicable after the Agent receives payment from the Borrower, but in no event later than one Business Day after such payment has been made, subject to Section 2.1(d)(ii), the Agent will cause to be distributed like funds relating to the payment of principal, interest, or Fees (other than amounts payable on the Swing Loans or to the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV) or expenses payable to the Agent and the Lenders in accordance with Section 14.7 ratably to the Lenders, and like funds relating to the payment of any other amounts payable to such Lender.  The Borrower’s obligations to the Lenders with respect to such payments shall be discharged by making such payments to the Agent pursuant to this Section 2.3(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstanding.

(b)                                 Treatment of Accounts After an Event of Default.  After the occurrence of an Event of Default, if so demanded by the Agent:

(i)                                     the Full Recourse Credit Parties shall instruct all of their respective account debtors that do not already do so to remit all payments directly to Agent for

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deposit by the Agent in a deposit account designated by Agent, which deposit account shall be maintained at the Agent and over which the Agent shall have control;

(ii)                                  all amounts received directly by the Full Recourse Credit Parties from any account debtor, in addition to all other cash received from any other source (including but not limited to proceeds from asset sales and judgments), shall be held in trust for the benefit of the Agent and the Lenders and shall be promptly forwarded to Agent for deposit into such deposit account;

(iii)                               funds forwarded to the Agent or deposited into the deposit account described above shall immediately become the property of the Agent and, at the Agent’s discretion, all funds forwarded to Agent or deposited into such deposit account shall be applied to the Obligations as provided in Section 2.8;

(iv)                              no Full Recourse Credit Party shall direct any account debtor to submit payment on any Account to any address or location other than to Agent and the deposit account described above; and

(v)                                 Agent shall have the right, but not the obligation, to contact each of the Full Recourse Credit Parties’ account debtors directly to verify balances and to direct such account debtor to make payment on the Accounts directly to Agent for application to the Obligations as provided herein.

(c)                                  After the occurrence and during the continuance of an Event of Default, the Borrower hereby authorizes each Lender to charge from time to time against the Borrower’s deposit or other accounts with such Lender any of the Obligations which are then due and payable.  Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.7.

(d)                                 Except as otherwise provided herein with respect to Eurodollar Loans, any payments falling due under this Credit Agreement on a day other than a Business Day shall be due and payable on the next succeeding Business Day and shall accrue interest at the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day.  Except as otherwise provided herein, computation of interest and fees hereunder shall be made on the basis of actual number of days elapsed over a year of 360 days.  Interest on Base Rate Loans bearing interest based on the Prime Rate shall be calculated on the basis of a year of 365 (or 366, if applicable) days.

2.4                               Maintenance of Account.

The Agent shall maintain an account on its books in the name of the Borrower in which the Borrower will be charged with all loans and advances made by the Lenders to the Borrower or for the Borrower’s account, including the Revolving Loans, the Swing Loans, the Letter of Credit Obligations and any other Obligations, including any and all costs, expenses and attorney’s fees which the Agent may incur, including, without limitation, in connection with the exercise by or for the Lenders of any of the rights or powers herein conferred upon the Agent (other than in connection with any assignments or participations by any Lender) or in the

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prosecution or defense of any action or proceeding by or against the Borrower or the Lenders concerning any matter arising out of, connected with, or relating to this Credit Agreement or the Accounts, or any Obligations owing to the Lenders by the Borrower.  The Borrower will be credited with all amounts received by the Lenders from the Borrower or from others for the Borrower’s account, including, as above set forth, all amounts received by the Agent in payment of Accounts.  In no event shall prior recourse to any Accounts or other Collateral be a prerequisite to the Agent’s right to demand payment of any Obligation upon its maturity.  Further, it is understood that the Agent shall have no obligation whatsoever to perform in any respect any of the Borrower’s contracts or obligations relating to the Accounts.

2.5                               Statement of Account.

Within fifteen (15) days after the end of each month the Agent shall send the Borrower a statement showing the accounting for the charges, loans, advances and other transactions occurring between the Lenders and the Borrower during that month.  The monthly statements shall be deemed correct and binding upon the Borrower and shall constitute an account stated between the Borrower and the Lenders unless the Agent receives a written statement of the Borrower’s exceptions within forty-five  (45) days after same is mailed to the Borrower.

2.6                               Taxes.

(a)                                  Payments Free of Taxes.  Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Credit Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.6) the applicable Lending Party, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b)                                 Payment of Other Taxes by the Borrower.  Without limiting the provisions of Section 2.6(a), the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)                                  Indemnification by the Borrower.

(i)                                     The Borrower shall indemnify each Lending Party, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.6) paid by such Lending Party, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or Issuing Bank (with a copy to the

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Agent), or by the Agent on its own behalf or on behalf of a Lender or Issuing Bank, shall be conclusive absent manifest error.  In addition, the Borrower shall indemnify the Agent, each Lender Party, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Lender Party (or its beneficial owners) as a result of any failure of any Credit Party to pay any Taxes when due to the appropriate Governmental Authority or to deliver to Agent, pursuant to Section 2.6(d) below, documentation evidencing the payment of Taxes.

(ii)                                  Without limiting the provisions of Section 2.6(a) or (b), (A) the Borrower will not be required to indemnify any Foreign Lender, or pay any additional amount to such Foreign Lender, pursuant to Section 2.6(a), (b) or (c), in respect of Taxes to the extent that the obligation to pay or indemnify such additional amounts would not have arisen but for the failure of such Foreign Lender to comply with the provisions of Section 2.6(f), and (B) each Lending Party will, and does hereby, indemnify Borrower and each other Credit Party and Agent, and will make payment in respect thereof within ten (10) days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for any Credit Party or Agent) incurred by or asserted against the Borrower or Agent by any Governmental Authority as a result of the failure by such Lending Party to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lending Party to the Borrower or such other Credit Party or Agent pursuant to Section 2.6(f).  Each Lending Party hereby authorizes Agent to set off and apply any and all amounts at any time owing to such Lending Party under this Credit Agreement or any other Credit Document against any amount due to Agent under this Section 2.6(c)(ii).  The agreements in this Section 2.6(c)(ii) will survive the resignation and/or replacement of Agent, any assignment of rights by, or the replacement of, a Lending Party, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

(iii)                               Notwithstanding anything to the contrary in this Credit Agreement, the Borrower shall not be obligated to indemnify the applicable Lending Party for any amount in respect of Indemnified Taxes or Other Taxes if written demand therefor was not made by the applicable Lending Party within ninety (90) days from the date on which such Lending Party makes payment for such Indemnified Taxes or Other Taxes.

(d)                                 Evidence of Payments.  As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.

(e)                                  Status of Lenders.  Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Credit Document shall deliver to the Borrower (with a copy to the Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Agent, such properly completed and

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executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

(f)                                    Tax Documentation.  Without limiting the generality of the foregoing, in the event that the Borrower is resident for tax purposes in the United States of America, any Foreign Lender shall deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the request of the Borrower or the Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(i)                                     duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(ii)                                  duly completed copies of Internal Revenue Service Form W-8ECI,

(iii)                               in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) duly completed copies of  Internal Revenue Service Form W-8BEN, or

(iv)                              any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made.

If a payment made to a Lender or Issuing Bank under any Credit Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender or Issuing Bank fails to comply with any requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender or Issuing Bank shall (A) enter into such agreements with the IRS as necessary to establish an exemption from withholding under FATCA; (B) comply with any certification, documentation, information, reporting or other requirement necessary to establish an exemption from withholding under FATCA; (C) provide any documentation reasonably requested by the Borrower or the Agent sufficient for the Agent and the Borrower to comply with their respective obligations, if any, under FATCA and to determine that such Lender or Issuing Bank has complied such applicable requirements; and (D) provide a certification signed by the chief financial officer, principal accounting officer, treasurer or controller of such Lender or Issuing Bank certifying that such Lender or Issuing Bank has

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complied with any necessary requirements to establish an exemption from withholding under FATCA.  To the extent that the relevant documentation provided pursuant to this paragraph is rendered obsolete or inaccurate in any material respect as a result of changes in circumstances with respect to the status of a Lender or Issuing Bank, such Lender or Issuing Lender shall, to the extent permitted by applicable law, deliver to the Borrower and the Agent revised and/or updated documentation sufficient for the Borrower and the Agent to confirm such Lender’s or such Issuing Bank’s compliance with their respective obligations under FATCA.

(g)                                 Treatment of Certain Refunds.  If a Lending Party determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified pursuant to this Section 2.6 (including additional amounts paid by the Borrower pursuant to this Section 2.6), it shall pay to the applicable indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.6 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Agent, such Lender or the Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the applicable indemnifying party upon the request of any Lending Party, agrees to repay the amount paid over pursuant to that Section 2.6 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Lending Party in the event such Lending Party is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this paragraph (g), in no event will any Lender Party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place such Lending Party in a less favorable net after-Tax position than such Lending Party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.  This Section 2.6(g) shall not be construed to require any Lending Party to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

(h)                                 Indemnification of the Agent.  Each Lender and the Issuing Bank shall indemnify the Agent within ten (10) days after demand therefor, for the full amount of any Excluded Taxes attributable to such Lender or Issuing Bank that are payable or paid by the Agent, and reasonable expenses arising therefrom or with respect thereto, whether or not such Excluded Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Agent shall be conclusive absent manifest error.  Each Lender and the Issuing Bank hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender or the Issuing Bank, as the case may be, under any Credit Document against any amount due to the Agent under this paragraph (h). The agreements in this paragraph (h) shall survive the resignation and/or replacement of the Agent.

(i)                                     Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.6 shall survive the payment in full of all Obligations and the termination of the Commitments.

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2.7                               Sharing of Payments.

If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff or otherwise) on account of the Loans made by it in excess of its pro rata share of such payment as provided in this Credit Agreement or its participation in Letters of Credit in excess of its pro rata share of its participation therein as provided for in this Credit Agreement, such Lender shall forthwith purchase from the other Lenders such participations in the Loans made by them or in their participation in Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment accruing to all Lenders in accordance with their respective ratable shares as provided for in this Credit Agreement; provided, however, that if all or any portion of such excess is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) or any interest or other amount paid or payable by the purchasing Lender in respect to the total amount so recovered.  The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.7 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.  Notwithstanding the foregoing in this Section 2.7, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 4.11(a)(ii).

2.8                               Allocation of Payments; Pro Rata Treatment.

(a)                                  Allocation of Payments Prior to Event of Default; Payments Generally. Each borrowing of Revolving Loans and any reduction of the Revolving Credit Commitments shall be made pro rata according to the respective Revolving Credit Commitment Percentages of the Lenders.  Unless otherwise specifically set forth herein, each payment under this Credit Agreement or any Note shall be applied, first, to any Fees then due and owing pursuant to Article IV, second, to interest then due and owing in respect of the Swing Loans, third to principal then due and owing hereunder and under the Swing Loans, fourth, to interest then due and owing in respect of the Loans, and lastly, to principal then due and owing hereunder and under the Loans.  Each payment on account of any Fees pursuant to Sections 4.3 and 4.5 shall be made to the Lenders holding Revolving Credit Commitments pro rata (or if the Revolving Credit Commitments have been terminated, pro rata based upon the aggregate outstanding principal amount of the Working Capital Obligations, including participation interests in Letter of Credit Obligations, but excluding Swing Loans) in accordance with the respective amounts due and owing (except the Issuing Bank Fees which shall be payable solely to the Issuing Bank).  Each payment (other than prepayments) by the Borrower on account of principal of and interest on the Loans shall be allocated pro rata among the Lenders in accordance with the respective principal amounts of their outstanding Loans.  Payments made pursuant to Sections 4.7 and  4.9 shall be applied in accordance with such Sections.  Each voluntary and mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.2(a) or (b), as applicable.

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(b)                                 Allocation of Payments After Event of Default and Proceeds of Collateral.  Notwithstanding any other provisions of this Credit Agreement or any other Credit Document to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Obligations (whether in an insolvency or bankruptcy case or proceeding or otherwise) or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Security Documents;

SECOND, to payment of any Fees owed to the Agent or an Issuing Bank hereunder or under any other Credit Document;

THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents;

FOURTH, to the payment of all Obligations consisting of accrued fees and interest payable to the Lenders hereunder (and the Swing Loan Lender, with respect to Swing Loans) in connection with the Loans and the Revolving Credit Commitments;

FIFTH, to the payment of the outstanding principal amount of the Swing Loans,

SIXTH, to the payment of the outstanding principal amount of the Loans (other than Swing Loans) and to the payment or cash collateralization of the outstanding Letters of Credit Obligations, pro rata, as set forth below and including with respect to any Lender Hedging Agreement, to the extent such Lender Hedging Agreement is permitted by this Credit Agreement, any breakage, termination or other payments due under such Lender Hedging Agreement and any interest accrued thereon;

SEVENTH, to all other Obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses “FIRST” through “SIXTH” above, including all liabilities and obligations now or hereafter arising from or in connection with any Cash Management Products provided by any of the Lenders (or their Affiliates); and

EIGHTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (b) except for

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payments on Swing Loans, each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that its then outstanding Loans, Letters of Credit Obligations and obligations outstanding under the Lender Hedging Agreements permitted by this Credit Agreement bears to the aggregate then outstanding Loans, Letters of Credit Obligations, and obligations outstanding under the Lender Hedging Agreements) of amounts available to be applied pursuant to clauses “THIRD,” “FOURTH,” “FIFTH,” “SIXTH”  and “SEVENTH” above; (c) to the extent that any amounts available for distribution pursuant to clause “SIXTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account (which account shall be an interest bearing checking account) and applied (x) first, to reimburse the Issuing Bank from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of any particular  Letter of Credit, the cash collateral held therefor to all other obligations of the types described in clause “SEVENTH” above in the manner provided in this Section 2.8 and in the Security Documents.

(c)                                  Express Terms.  The provisions of Section 2.8(a) and (b) shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Credit Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Letter of Credit Obligations to any assignee or participant, other than to Borrower or any Restricted Subsidiary thereof (as to which the provisions of this paragraph shall apply).

2.9                               Extensions and Conversions.

Subject to the terms of Article V, the Borrower shall have the option, on any Business Day, to extend existing Eurodollar Loans into a subsequent permissible Interest Period, to convert Base Rate Loans into Eurodollar Loans, or to convert Eurodollar Loans into Base Rate Loans; provided, however, that (i) except as provided in Section 4.10, Eurodollar Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Default or Event of Default is in existence on the date of extension or conversion, (iii) Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of “Interest Period” and shall be in such minimum amounts as provided in with respect to Revolving Loans, Section 2.1(d)(i), and (iv) no more than eight (8) separate Eurodollar Loans shall be outstanding hereunder at any time.  Each such extension or conversion shall be effected by the Borrower by giving a written Notice of Extension/Conversion (or telephone notice promptly confirmed in writing) to the Agent prior to 1:00 P.M. on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the third (3rd) Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Loans to be so extended or converted, the types of Loans into which such Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto.  Each request for extension or conversion shall constitute a representation and warranty by the Borrower of the matters specified in Article V. In the event the Borrower fails to request an extension or conversion of any Eurodollar Loan in accordance with this Section, or any such conversion or extension is not

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permitted or required by this Section, then such Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto.  The Agent shall give each Lender notice as promptly as practicable of any such proposed extension or conversion affecting any Loan.

2.10                        Replacement of Lender.

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

(a)                                  is a Defaulting Lender;

(b)                                 demands payment under Section 2.6(c), Section 4.7 or Section 4.10; or

(c)                                  refuses to consent to a proposed amendment, modification, waiver or other action requiring consent of the holders of 100% of the Revolving Credit Commitment Percentage under Section 14.9 that is consented to by the Required Lenders prior to such replacement of any Lenders in connection therewith;

then, so long as no Event of Default exists, the Borrower shall have the right to seek one or more replacement lenders which is reasonably satisfactory to the Agent (the “Replacement Lender”).  The Replacement Lender shall purchase the interests of the Affected Lender in the Loans, the Letters of Credit, and its Revolving Credit Commitment and shall assume the obligations of the Affected Lender hereunder and under the other Credit Documents upon execution by the Replacement Lender of an Assignment and Acceptance and the tender by it to the Affected Lender of a purchase price agreed between it and the Affected Lender (or, if they are unable to agree, a purchase price in the amount of the Affected Lender’s Revolving Credit Commitment Percentage in Revolving Loans and Letter of Credit Obligations, or appropriate credit support for contingent amounts included therein, and all other outstanding Obligations then owed to the Affected Lender).  Such assignment by the Affected Lender shall be deemed an early termination of any Eurodollar Loan to the extent of the Affected Lender’s portion thereof, and the Borrower will pay to the Affected Lender any resulting amounts due under Section 4.10.  Upon consummation of such assignment, the Replacement Lender shall become party to this Credit Agreement as a signatory hereto and shall have all the rights and obligations of the Affected Lender under this Credit Agreement and the other Credit Documents with a Revolving Credit Commitment Percentage equal to the Revolving Credit Commitment Percentage of the Affected Lender, the Affected Lender shall be released from its obligations hereunder and under the other Credit Documents, and no further consent or action by any party shall be required.  Upon the consummation of such assignment, the Borrower, the Agent and the Affected Lender shall make appropriate arrangements so that new Notes are issued to the Replacement Lender.  Partners and the Borrower shall cause the Credit Parties to sign such documents and take such other actions reasonably requested by the Replacement Lender to enable it to share in the benefits of the rights created by the Credit Documents.  The Agent is hereby irrevocably appointed as attorney-in-fact to execute any documentation on behalf of any Replacement Lender with respect to such assignment if such Replacement Lender fails to execute same within five (5) Business Days after being presented with such documentation. Until the consummation of an assignment in

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accordance with the foregoing provisions of this Section 2.10, the Borrower shall continue to pay to the Affected Lender any Obligations as they become due and payable.

ARTICLE III

LETTERS OF CREDIT

3.1                               Issuance

Subject to the terms and conditions hereof and of the Letter of Credit Documents, if any, and any other terms and conditions which the Issuing Bank may reasonably require, the Lenders will participate in the issuance by the Issuing Bank from time to time of such Letters of Credit in Dollars from the Closing Date until the Maturity Date as the Borrower may request, in a form reasonably acceptable to the Issuing Bank; provided, however, that (a) the Letter of Credit Obligations outstanding shall not at any time exceed the Letter of Credit Committed Amount and (b) the aggregate Working Capital Obligations outstanding shall not at any time exceed the Revolving Credit Committed Amount then in effect.  No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date that is five (5) Business Days prior to the Maturity Date (but, subject to the foregoing, may provide for automatic renewal in the absence of notice of non-renewal by the Issuing Bank), provided that the Issuing Bank shall not permit any such renewal if it has received notice on or before the day that is two (2) Business Days before the scheduled maturity date of such Letter of Credit from the Agent or Borrower that one or more of the applicable conditions specified in Section 5.2 are not then satisfied.  Each Letter of Credit shall comply with the related Letter of Credit Documents.  The issuance and expiry date of each Letter of Credit shall comply with the related Letter of Credit Documents.  The issuance and expiry date of each Letter of Credit shall be a Business Day.  The Existing Letters of Credit shall be deemed to have been issued hereunder on the Closing Date, and no request for issuance thereof need be made.  Notwithstanding anything to the contrary contained in this Section 3.1, the Issuing Bank shall not be obligated to issue any Letter of Credit at a time when any other Lender is a Defaulting Lender unless the Issuing Bank has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Bank to eliminate the Issuing Bank’s Fronting Exposure (after giving effect to Section 4.11(a)(iii)) with respect to any such Defaulting Lender.

3.2                               Notice and Reports.

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

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among other things, the beneficiary, the face amount and the expiry date as well as any payment or expirations which may have occurred.

3.3                               Participation.

Each Lender, upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank in such Letter of Credit and the obligations arising thereunder, in each case in an amount equal to its Revolving Credit Commitment Percentage of such Letter of Credit, and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Bank therefor and discharge when due, its Revolving Credit Commitment Percentage of the obligations arising under such Letter of Credit.  Without limiting the scope and nature of each Lender’s participation in any Letter of Credit, to the extent that the Issuing Bank has not been reimbursed as required hereunder or under any such Letter of Credit, each such Lender shall pay to the Issuing Bank its Revolving Credit Commitment Percentage of such unreimbursed drawing pursuant to the provisions of Section 3.4.  The obligation of each Lender to so reimburse the Issuing Bank shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event.  Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Bank under any Letter of Credit, together with interest as hereinafter provided.

3.4                               Reimbursement.

In the event of any drawing under any Letter of Credit, the Issuing Bank will promptly notify the Borrower.  Unless the Borrower shall immediately notify the Issuing Bank that the Borrower intends to otherwise reimburse the Issuing Bank for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in Section 3.5 on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations.  The Borrower promises to reimburse the Issuing Bank on the day of drawing under any Letter of Credit (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds.  If the Borrower shall fail to reimburse the Issuing Bank as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Base Rate plus the sum of (i) the Applicable Percentage for Base Rate Loans and (ii) two percent (2%).  The Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of setoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing Bank, the Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including without limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit.  The Issuing Bank will promptly notify the other Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the Agent for the account of the Issuing Bank in Dollars and in immediately available funds, the amount of such Lender’s Revolving Credit Commitment Percentage of such unreimbursed drawing.  Such payment shall be made on the Business Day such notice is received by such Lender from the Issuing Bank if such notice is received at or before 2:00 P.M. otherwise such payment shall be made at or before 12:00 Noon on the Business Day next succeeding the day such notice is received.  If such Lender does not pay such amount to the Issuing Bank in full upon such request, such Lender shall, on

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demand, pay to the Agent for the account of the Issuing Bank interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the Issuing Bank in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of such amount pursuant to the preceding sentence, the Federal Funds Rate and thereafter at a rate equal to the Base Rate.  Each Lender’s obligation to make such payment to the Issuing Bank, and the right of the Issuing Bank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Revolving Credit Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.  Simultaneously with the making of each such payment by a Lender to the Issuing Bank, such Lender shall, automatically and without any further action on the part of the Issuing Bank or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Bank) in the related unreimbursed drawing portion of the Letter of Credit Obligation and in the interest thereon and in the related Letter of Credit Documents, and shall have a claim against the Borrower with respect thereto.

3.5                               Repayment with Revolving Loans.

On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank for application to the respective Letter of Credit Obligations.  Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing.  In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such

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participation in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

3.6                               Renewal, Extension.

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

3.7                               Uniform Customs and Practices.

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

3.8                               Indemnification; Nature of Issuing Bank’s Duties.

(a)                                  In addition to its other obligations under this Article III, the Borrower agrees to protect, indemnify, pay and save the Issuing Bank harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) that the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of the Issuing Bank to honor a drawing under a Letter of Credit as a result of Government Acts.

(b)                                 As between the Borrower and the Issuing Bank, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof.  The Issuing Bank shall not be responsible:  (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party 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) for 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) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (iv) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (v) for any consequences arising from causes beyond the

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