Contract

Exhibit 10.3 ANNEX I XXXXXX OPERATING PARTNERSHIP L.P., as the Borrower, XXXXXX MIDSTREAM PARTNERS L.P., as a Guarantor, ROYAL BANK OF CANADA, as Administrative Agent, Collateral Agent and an L/C Issuer, XXXXX FARGO BANK, N.A., as Syndication Agent and an L/C Issuer, ABN AMRO CAPITAL USA LLC, REGIONS BANK OF AMERICA, N.A., CAPITAL ONE, NATIONAL ASSOCIATION, BBVA USA and NATIXIS, NEW YORK BRANCH as Co-Documentation AgentAgents, and The Lenders Party Hereto _________________________________________ $600,000,000 $400,000,000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 28, 2013 _________________________________________ XXXXX FARGO SECURITIES, LLC and RBC CAPITAL MARKETS as Joint Lead Arrangers and Joint Book Runners and ABN AMRO CAPITAL USA LLC, BOFA SECURITIES, INC., CAPITAL ONE, NATIONAL ASSOCIATION, BBVA USA and NATIXIS, NEW YORK BRANCH as Joint Lead Arrangers

Section 10.08 Confidentiality ...........................................................................................19122 Section 10.09 Set-off ........................................................................................................19123 Section 10.10 Interest Rate Limitation .............................................................................19123 Section 10.11 Counterparts ...............................................................................................19124 Section 10.12 Integration ..................................................................................................19124 Section 10.13 Survival of Representations and Warranties ..............................................19124 Section 10.14 Severability ................................................................................................19124 Section 10.15 Governing Law ..........................................................................................19124 Section 10.16 Waiver of Right to Trial by Jury, Etc ........................................................19125 Section 10.17 Master Consent to Assignment ..................................................................19126 Section 10.18 USA PATRIOT Act Notice .......................................................................19126 Section 10.19 Restatement of Existing Credit Agreement ...............................................19126 Section 10.20 Keepwell ....................................................................................................19127 Section 10.21 Entire Agreement .......................................................................................19127 Section 10.22 Acknowledgment and Consent to Bail-In of EEA Financial Institutions ..19127 Section 10.23 No Advisory or Fiduciary Responsibility ..................................................19128 Section 10.24 Acknowledgment Regarding Supported QFCs ..............................................128 SIGNATURES ............................................................................................................................ S-1 iv

EXHIBITS Exhibit: Form of: A-1 Committed Loan Notice A-2 Conversion/Continuation Notice B Note C Compliance Certificate D Assignment and Assumption E-1 Guaranty (Subsidiary) E-2 Guaranty (MLP) E-3 Guaranty (Borrower General Partner) F-1 Borrower Security Agreement F-2 MLP Security Agreement F-3 Subsidiary Security Agreement G Master Consent to Assignment HH-1 U.S. Tax Compliance CertificatesCertificate (Foreign Lenders that are not Partnerships) H-2 U.S. Tax Compliance Certificate (Foreign Participants that are not Partnerships) H-3 U.S. Tax Compliance Certificate (Foreign Participants that are Partnerships) H-4 U.S. Tax Compliance Certificate (Foreign Lenders that are Partnerships) I Borrowing Base Certificate SCHEDULES 1.01(a) Applicable Rate[Revised per 8th Amend] 1.01(b) Designated Xxxxxx Shareholders 1.01(c) Material Agreements 2.01 Committed Sums[Revised per 8th Amend] 4.01 Post-Closing Items and Conditions 5.13 Subsidiaries and other Equity Investments 5.18 Certain Restrictions on Transfer 5.21 Vessels 6.16 Non-Pledgeable Assets 7.01 Existing Liens 7.04 Indebtedness on Closing Date 10.02 Addresses for Notices to Borrower, Guarantors, Administrative Agent, and Collateral Agent v

THIRD AMENDED AND RESTATED CREDIT AGREEMENT This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of March 28, 2013, among XXXXXX OPERATING PARTNERSHIP L.P., a Delaware limited partnership (the “Borrower”), XXXXXX MIDSTREAM PARTNERS L.P., a Delaware limited partnership (the “MLP”), each lender from time to time party hereto (collectively, the “Lenders,” and each individually, a “Lender”), and ROYAL BANK OF CANADA, a Canadian chartered bank under and governed by the provisions of the Bank Act, being S.C. 1991, c.46, as Administrative Agent and Collateral Agent. The Borrower, the MLP, Royal Bank of Canada, as administrative agent and as a lender, and certain other agents and lenders entered into that certain Credit Agreement dated as of November 6, 2002 (as amended, the “Original Credit Agreement”). The Original Credit Agreement was amended and restated by that certain Amended and Restated Credit Agreement dated as of October 29, 2004, among the Borrower, the MLP, Royal Bank of Canada, as administrative agent and as a lender, and certain other agents and lenders parties thereto (as amended, the “Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement was amended and restated by that certain Second Amended and Restated Credit Agreement dated as of November 10, 2005, among the Borrower, the MLP, Royal Bank of Canada, as administrative agent and as a lender, and certain other agents and lenders parties thereto (as amended, the “Existing Credit Agreement”). The Borrower has requested, and the Administrative Agent and the Lenders have agreed, to amend and restate the Existing Credit Agreement and to refinance, rearrange, increase and extend all of the obligations and indebtedness outstanding thereunder, all subject to the terms and conditions set forth below. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: ARTICLE I DEFINITIONS AND ACCOUNTING TERMS Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: “Acquisition” means any acquisition by a Loan Party of assets (other than (a) assets acquired in the ordinary course of business in connection with or incidental to its then existing businesses and operations, and (b) equity interests). For the avoidance of doubt, the acquisition of Vessels shall not be considered a transaction in the ordinary course of business. “Acquisition Step-up Election” shall have the meaning set forth in Section 7.14(b)(iii). “Act” has the meaning specified in Section 5.24.

“Additional Joint Lead Arrangers/Bookrunners” means, collectively, ABN AMRO Capital USA LLC and Regions Capital Markets, a division of Regions Bank, as additional joint lead arrangers and additional joint book runners., BofA Securities, Inc., Capital One, National Association, Natixis, New York Branch and BBVA USA as of the Ninth Amendment Effective Date. “Administrative Agent” means Royal Bank in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. “Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders. “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent. “Affiliate” means, as to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. A Person shall be deemed to be controlled by any other Person if such other Person possesses, directly or indirectly, power (a) to vote 10% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors, managing members, or managing general partners, or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. “Agent Parties” has the meaning set forth in Section 10.02(e)(ii). “Agent-Related Persons” means the Administrative Agent, the Collateral Agent, and the Arrangers (including any successor administrative agent and collateral agent), together with their respective Affiliates (including, without limitation, Xxxxx Fargo Bank, N.A.), and the officers, directors, employees, agents and attorneys-in-fact of such Persons. “Agent/Arranger Fee Letters” has the meaning specified in Section 2.07(b). “Aggregate Commitments” has the meaning set forth in the definition of “Commitment”. “Aggregate Committed Sum” means, on any date of determination, the sum of all Committed Sums then in effect for all Lenders in respect of the Facility (as the same may have been increased, reduced or canceled as provided in the Loan Documents). The Aggregate Committed Sum on the Eighth Ninth Amendment Effective Date is $500,000,000.00400,000,000. “Agreement” means this Third Amended and Restated Credit Agreement, as renewed, extended, amended or restated from time to time. “Amended and Restated Credit Agreement” has the meaning set forth in the recitals hereof.

“Applicable Rate” means, on any date of determination, the percentages per annum set forth on Schedule 1.01(a) hereto with respect to the Type of Credit Extension or commitment fee that corresponds to the Leverage Ratio at such date of determination, as calculated based on the quarterly Compliance Certificate most recently delivered pursuant to Section 6.02(a). Any increase or decrease in the Applicable Rate resulting from a change in the Leverage Ratio shall become effective as of the date of delivery of such Compliance Certificate pursuant to Section 6.02(a); provided, however, that if no Compliance Certificate is delivered during a fiscal quarter when due in accordance with such Section, then Pricing Level 6 shall apply until the Borrower furnishes the required Compliance Certificate to the Administrative Agent. The Applicable Rate in effect from the Eighth Ninth Amendment Effective Date through the date of adjustment based on the Compliance Certificate delivered in connection with the fiscal quarter ending ended in June of 2019 shall be Pricing Level 6. “Approved Fund” means any Fund that is administered or managed by a Lender, an Affiliate of a Lender, or an entity or an Affiliate of an entity that administers or manages a Lender. “Arrangers” means, collectively, Xxxxx Fargo Securities, LLC, in its capacity as left lead arranger and left book runner, and RBC Capital Markets, in its capacity as right lead arranger and right book runner. “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.07) and accepted by the Administrative Agent, substantially in the form of Exhibit D or any other form approved by the Administrative Agent. “Attorney Costs” means and includes the fees and disbursements of any law firm or other external counsel. “Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital leaseCapital Lease. “Authorizations” means all filings, recordings and registrations with, and all validations or exemptions, approvals, orders, authorizations, consents, franchises, licenses, certificates and permits from, any Governmental Authority. “Availability Period” shall have the meaning set forth in Section 2.01(a). “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. “Bank Guaranties” means guaranties or other agreements or instruments serving a similar function issued by a bank or other financial institution. “Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest per annum determined by the Administrative Agent from time to time in its sole discretion as its prime commercial lending rate for such day for United States Dollar loans made in the United States, and (c) the Eurodollar Rate for an Interest Period of one month plus 1.00%, provided, that if the Eurodollar Rate shall be less than zero, such rate shall be deemed to be zero. The Administrative Agent’s prime commercial lending rate is not necessarily the lowest rate that it is charging any corporate customer. Any change in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change. “Base Rate Loan” means a Loan that bears interest based on the Base Rate. “Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation, which certification shall be substantially in the form of the Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association (and, in any case, shall be no more burdensome on the Loan Parties). “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. “BHC Act Affiliate” means, as to any Person, an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such Person. “Board” means the Board of Governors of the Federal Reserve System of the United States of America. “Borrower” has the meaning set forth in the introductory paragraph hereof. “Borrower General Partner” means the general partner of the Borrower. As of the Closing Date, the general partner of the Borrower is Xxxxxx Operating GP LLC, a Delaware limited liability company. “Borrower Security Agreement” means the Third Amended and Restated Pledge and Security Agreement executed by the Borrower, substantially in the form of Exhibit F-1, together with all supplements, amendments and restatements thereof. “Borrowing Base Certificate” means a certificate duly executed by a Responsible Officer of the Borrower, substantially in the form of Exhibit I, prepared with respect to all Financed Eligible Inventory owned by the Borrower and its Restricted Subsidiaries on each Inventory

Financing Sublimit Borrowing Base Date, (a) stating that the aggregate principal amount outstanding uner under the Inventory Financing Sublimit Tranche, after giving effect to any Inventory Financing Sublimit Borrowings made on or as of such Inventory Financing Sublimit Borrowing Base Date (if any), and giving effect to any prepayment made or required to be made contemporaneously with the delivery of such Borrowing Base Certificate pursuant to Section 2.03(f), does not exceed the lesser of (x) the Inventory Financing Sublimit Borrowing Base as of such Inventory Financing Sublimit Borrowing Base Date and (y) Inventory Financing Sublimit Availability as of such Inventory Financing Sublimit Borrowing Base Date, and (b) describing in reasonable detail the volumes, locations, sale contracts, Sale Values, Swap Contracts, and Hedged Values of the Financed Eligible Inventory. “Building” has the meaning assigned in the applicable Flood Insurance Regulation. “Business Day” means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the State of New York and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the applicable offshore Dollar interbank market. “Canadian Person” means a Person organized under the laws of Canada or a Canadian province. “Capital Expenditure” by a Person means an expenditure (determined in accordance with GAAP) for any fixed asset owned by such Person for use in the operations of such Person having a useful life of more than one year, or any improvements or additions thereto. For the avoidance of doubt, as used in this Agreement, the terms Capital Expenditure, capital expenditure and expenditure shall not include expenditures for Acquisitions. “Capital Lease” means any capital lease or sublease which should be capitalized on a balance sheet in accordance with GAAP. Notwithstanding anything contained in this Agreement to the contrary, any lease (whether or not in existence on December 15, 2018) that would have been considered an operating lease under the provisions of GAAP as in effect as of December 15, 2018 (and not as a capital or finance lease) regardless of any change in GAAP resulting from FASB ASC 842 following December 15, 2018 that would otherwise require such lease to be re- characterized (on a prospective or retroactive basis or otherwise) as a capital or finance lease, shall be treated as an operating lease. “Cardinal” means Cardinal Gas Storage Partners LLC, a Delaware limited liability company. “Cardinal Sale” means the Disposition of 100% of the equity interests of Cardinal (including the Subsidiaries of Cardinal) or the Disposition by Cardinal, in one or more transactions, of 100% of the equity interests of one or more of its Subsidiaries. “Cardinal PSA” means one or more purchase and sale agreements (or other comparable agreements) setting forth the terms and conditions of the Cardinal Sale and otherwise acceptable to the Administrative Agent in its reasonable discretion.

“Caribbean Person” means a Person organized under the laws of a country located in the Caribbean region. “Cash Collateralize” means to pledge and deposit with or deliver to the Collateral Agent, for the benefit of the applicable L/C Issuer Issuers and the Lenders, as collateral for the L/C Obligations, cash and deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent, the Collateral Agent and the such L/C Issuer (which documents hereby are consented to by the Lenders). “Cash Collateral” shall have a meaning correlative to the foregoing. “Cash Equivalents” means: (a) United States Dollars; (b) direct general obligations, or obligations of, or obligations fully and unconditionally guaranteed as to the timely payment of principal and interest by, the United States or any agency or instrumentality thereof having remaining maturities of not more than thirteen (13) months, but excluding any such securities whose terms do not provide for payment of a fixed dollar amount upon maturity or call for redemptions; (c) certificates of deposit and eurodollar time deposits with maturities of thirteen (13) months or less, bankers acceptances with maturities not exceeding one hundred eighty (180) days, overnight bank deposits and other similar short term instruments, in each case with any domestic commercial bank (i) having capital and surplus in excess of $250,000,000, and (ii) (A) having a rating of at least “A2” by Xxxxx’x and at least “A” by S&P, or (B) that is a Lender not rated by Xxxxx’x and/or S&P; (d) repurchase obligations with a term of not more than thirteen (13) months for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications in clause (c) above; (e) commercial paper (having original maturities of not more than two hundred seventy (270) days) of any Person rated “P-1” or better by Xxxxx’x or “A-1” or the equivalent by S&P; and (f) money market mutual or similar funds having assets in excess of $100,000,000, at least 95% of the assets of which are comprised of assets specified in clauses (a) through (e) above. “Casualty or Condemnation Disposition” has the meaning set forth in the definition of “Disposition”. “Change in Law” means (a) the adoption of any law, rule or regulation after the date of this AgreementNinth Amendment Effective Date, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this AgreementNinth Amendment Effective Date, or (c) compliance by any Lender or the an L/C Issuer (or, for purposes of Section 3.04(b), by any lending office of such Lender or by such Lender’s or the an L/C Issuer’s holding company, if any) with any request, guideline or directive

(whether or not having the force of law) of any Governmental Authority made or issued after the date of this AgreementNinth Amendment Effective Date; provided, that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. “Change of Control” means the occurrence of any one or more of the following: (a) any “Person” or “Group” (within the meaning of Sections 13(d) and 14(d) under the Exchange Act) (other than the Permitted Holders) is or shall (i) be the “beneficial owner” (as so defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of 50% or more on a fully diluted basis of the voting and/or economic interest in Xxxxxx Resource’s capital stock or other equity interests, or (ii) has obtained the power (whether or not exercised) to elect a majority of Xxxxxx Resource’s directors; (b) Xxxxxx Resource’s board of directors ceases to consist of a majority of Continuing Directors (with the term “Continuing Directors” meaning (iii) Xxxxxx Resource’s directors on the Closing Date, and (iv) each other director if such other director’s nomination for election to Xxxxxx Resource’s board of directors is recommended by a majority of then Continuing Directors or is recommended by a committee of the board of directors, a majority of which is comprised of then Continuing Directors); (b) (c)Xxxxxx Resource ceases to own and control of record, directly or indirectly, a majority of the voting equity interests in the MLP General Partner; (c) (d)the MLP General Partner ceases to be the sole general partner of the MLP; or (d) (e)the MLP ceases to own and control, beneficially and of record, directly or indirectly, all equity interests in the Borrower or fails to control, directly or indirectly, the management of the Borrower. “Class” means, with respect to a Committed Loan, its character as a General Loan or an Inventory Financing Loan. “Closing Date” means March 28, 2013. “Co-Documentation Agents” means, collectively, ABN AMRO Capital USA LLC and Regions Bank as of the Fifth , Bank of America, N.A., Capital One, National Association, Natixis, New York Branch and BBVA USA as of the Ninth Amendment Effective Date. “Code” means the Internal Revenue Code of 1986.

“Collateral” means all property and interests in property and proceeds thereof now owned or hereafter acquired by the MLP, the Borrower General Partner, the Borrower, the Restricted Subsidiaries or any other Loan Party in or upon which a Lien now or hereafter exists in favor of the Lenders, or the Collateral Agent on behalf of the Lenders (including stock and other equity interests), whether under this Agreement, the Collateral Documents, or any other document executed by any such Person and delivered to the Administrative Agent or the Lenders. “Collateral Agent” means Royal Bank, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent. “Collateral Documents” means (a) each guaranty, pledge agreement, security agreement, ship mortgage, fleet mortgage, mortgage, assignment, and all other security agreements, deeds of trust, mortgages, chattel mortgages, assignments, pledges, guaranties, financing statements, continuation statements, extension agreements and other similar agreements or instruments executed by the Borrower, the MLP, the Borrower General Partner, any Guarantor or any of their respective Restricted Subsidiaries for the benefit of the Lenders and the Lender Swap Parties now, previously or hereafter delivered to the Lenders, the Administrative Agent or the Collateral Agent pursuant to or in connection with the transactions contemplated hereby, and all financing statements (or comparable documents now or hereafter filed in accordance with the U.C.C. or comparable law) against the Borrower, the MLP, the MLP General Partner, any Guarantor or any of their respective Restricted Subsidiaries, as debtor, in favor of the Lenders or the Collateral Agent for the benefit of the Lenders and the Lender Swap Parties as secured party to secure or guarantee the payment of any part of the Obligations or the performance of any other duties and obligations of the Borrower under the Loan Documents, whenever made or delivered, and (b) any confirmations, amendments, supplements, modifications, renewals, replacements, consolidations, substitutions, restatements and extensions of any of the foregoing. “Commercial Operation Date” means, with respect to any Material Project, the date upon which such Material Project achieves commercial operation. “Commitment” means, as to each Lender, its obligation (a) to make Committed Loans to the Borrower pursuant to Section 2.01, in an amount at any one time outstanding not to exceed its Committed Sum, and (b) to purchase participations in L/C Obligations pursuant to Section 2.13, in an aggregate principal amount at any one time outstanding not to exceed, when aggregated with the Loans made pursuant to Section 2.01, its Committed Sum, in each case as such amount may be increased, reduced or otherwise adjusted from time to time in accordance with this Agreement (collectively, the “Aggregate Commitments”). “Committed Borrowing” means a borrowing (including any Inventory Financing Sublimit Borrowing) consisting of simultaneous Committed Loans of the same Type and having the same Interest Period made by each of the Lenders pursuant to Section 2.01. “Committed Loan” has the meaning specified in Section 2.01(a). “Committed Loan Notice” means a notice of (a) a Committed Borrowing (including Inventory Financing Sublimit Borrowing), (b) a conversion of Committed Loans from one Type

to the other, (c) a conversion of Committed Loans from one Class to the other or (d) a continuation of Committed Loans as the same Type, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A-1 or A-2, as applicable. “Committed Loan Notice (Financed Inventory)” means a Committed Loan Notice that includes the information related to (i) the applicable Inventory Financing Sublimit Borrowing required by Sections (c) and (d) of the form of Committed Loan Notice attached hereto as Exhibit A-1 or (ii) the conversion of General Loans to Inventory Financing Loans required by Section 5 of the form of Conversion/Continuation Notice attached hereto as Exhibit A-2. “Committed Sum” means for any Lender, the amount stated beside such Lender’s name on the most-recently amended Schedule 2.01 to this Agreement (which amount is subject to increase, reduction, or cancellation in accordance with the Loan Documents). “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from to time, and any successor statute, or any rule, regulation or order of the U.S. Commodity Futures Trading Commission (or the application or official interpretation thereof). “Communications” has the meaning set forth in Section 10.02(e). “Company” and “Companies” means, on any date of determination thereof, the Borrower, the other Loan Parties and the Unrestricted Subsidiaries. “Compliance Certificate” means a certificate substantially in the form of Exhibit C. “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. “Consolidated EBITDA” means, for any period, for the MLP, the Borrower and the Restricted Subsidiaries on a consolidated basis, an amount equal to the sum of (a) Consolidated Net Income, (b) Consolidated Interest Charges, (c) the amount of taxes, based on or measured by income, used or included in the determination of such Consolidated Net Income, (d) the amount of depreciation, depletion and amortization expense deducted in determining such Consolidated Net Income, and (e) to the extent not included in Consolidated Net Income, cash interest payments actually received by the Borrower in respect of subordinated Indebtedness owed by MET and (f) other non-cash charges and expenses, including, without limitation, non-cash charges and expenses relating to Swap Contracts or resulting from accounting convention changes, of the MLP, the Borrower and the Restricted Subsidiaries on a consolidated basis. “Consolidated Funded Debt” means, as of any date of determination, for the MLP, the Borrower and the Restricted Subsidiaries on a consolidated basis, an amount equal to (x) the sum of (a) the outstanding principal amount of all obligations and liabilities, whether current or long- term, for borrowed money (including Letters of Credit to the extent drawn and not reimbursed pursuant to Section 2.13(c) and all other Obligations hereunder for borrowed money), (b) Attributable Indebtedness with respect to Capital Leases, (c) Attributable Indebtedness with respect to Synthetic Lease Obligations, and (d) without duplication, all Guaranty Obligations with respect to Indebtedness of the type specified in clauses (a) through (c) above, minus (y) to

the extent included in clause (x) above, the aggregate principal amount of any outstanding Inventory Financing Sublimit Borrowing; provided, that (i) notwithstanding the foregoing, at any time following the Qualified Factoring Program Reclassification Date, principal or similar amounts under any Permitted Factoring Transaction shall be included in Consolidated Funded Debt for purposes of determining the Leverage Ratio and Senior Leverage Ratio and (ii) for purpose of clause (y) above, the outstanding Inventory Financing Sublimit Borrowings on the last day of each month shall be deemed to have been reduced by the Inventory Financing Sublimit Prepayment Amount required to be made in the immediately succeeding calendar month pursuant to Section 2.03(f). “Consolidated Interest Charges” means, for any period, for the MLP, the Borrower and the Restricted Subsidiaries on a consolidated basis, the sum of (a) the sum of all interest, premium payments, fees, charges and related expenses of the MLP, the Borrower and the Restricted Subsidiaries in connection with Indebtedness (including capitalized interest), in each case to the extent treated as interest in accordance with GAAP, minus (b) the sum of all interest income of the MLP, the Borrower and the Restricted Subsidiaries. “Consolidated Net Income” means, for any period, for the MLP, the Borrower and the Restricted Subsidiaries on a consolidated basis, the net income or net loss of the MLP, the Borrower and the Restricted Subsidiaries from continuing operations, provided, that there shall be excluded from such net income (to the extent otherwise included therein) (a) the income (or loss) of any entity other than a Restricted Subsidiary in which the MLP, the Borrower or any Restricted Subsidiary has an ownership interest, except to the extent that any such income has been actually received by the MLP, the Borrower or such Restricted Subsidiary in the form of cash dividends or similar cash distributions; provided that the total amount of such income (other than such income actually received from West Texas LPG) that shall be included in the calculation of Consolidated Net Income shall be limited to an amount equal to 25% of Consolidated EBITDA (determined without including Material Project EBITDA Adjustments) for such period, (b) net extraordinary gains and losses (other than, in the case of losses, losses resulting from charges against net income to establish or increase reserves for potential environmental liabilities and reserves for exposure under rate cases), (c) any gains or losses attributable to non-cash write-ups or write-downs of assets, (d) proceeds of any insurance on property, plant or equipment other than business interruption insurance, (e) any gain or loss, net of taxes, on the sale, retirement or other disposition of assets (including the capital stock or other equity ownership of any other person, but excluding the sale of inventories in the ordinary course of business), and (f) the cumulative effect of a change in accounting principles and (g) any expenses, fees or other payments incurred in connection with the Ninth Amendment and the transactions contemplated thereby. “Consolidated Net Tangible Assets” means, for any date of determination, the total amount of consolidated assets of the MLP, the Borrower and the 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 intangible assets, all as set forth, or on a pro forma basis would be set forth, on the consolidated balance sheet of the MLP, the Borrower and the

Restricted Subsidiaries for the most recently completed fiscal quarter, prepared in accordance with GAAP. “Consolidated Secured Funded Debt” means, as of any date of determination, for the MLP, the Borrower and the Restricted Subsidiaries on a consolidated basis, Consolidated Funded Debt that is secured by Liens on any asset of the MLP, the Borrower, any Restricted Subsidiary or any other Loan Party. “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. “Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Covered Party” has the meaning assigned to such term in Section 10.24. “Credit Extension” means (a) a Committed Borrowing and (b) an L/C Credit Extension. “Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief Laws of the United States of America or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally. “Default” means any event that, with the giving of any notice, the passage of time, or both, would be an Event of Default. “Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans, plus (c) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable Laws. “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder, or (ii) pay to the Administrative Agent, the any L/C Issuer or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or the an L/C Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect, (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that

it will comply with its prospective funding obligations hereunder (provided, that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a Bail-In Action, (ii) become the subject of a proceeding under any Debtor Relief Law, or (iii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) upon delivery of written notice of such determination to the Borrower, the L/C Issuer Issuers and each Lender. “Disposition” or “Dispose” means the sale, transfer, license or other disposition (including any sale and leaseback transaction) of any property (including stock, partnership and other equity interests) by any Person of property owned by such Person, including any sale, assignment, transfer or other disposal (including any damage to, loss or destruction of any property, or other event resulting in payments being made to a Person under an insurance policy or as a result of any condemnation or Vessel requisition) (a “Casualty or Condemnation Disposition”), with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. For the avoidance of doubt, the term “Disposition” shall not include the issuance by a Person of its own equity interests. “Disqualified Lender” means any Person that is (a) a competitor of the MLP or any of its Subsidiaries identified from time to time in writing by the Borrower to the Administrative Agent and the Lenders, (b) set forth in the list delivered by the Borrower to the Administrative Agent and the Lenders, and approval by the Arrangers, prior to the Ninth Amendment Effective Date, or (c) any Affiliate of any Person described in either of the immediately foregoing clauses (a) and (b) that is reasonably identifiable solely on the basis of their name. “Distribution Loan” means a Committed Loan which is made in whole or in part for the purpose of paying a Quarterly Distribution or for the purpose of reimbursing the MLP General Partner for the purchase price of partnership units purchased under the MLP’s long-term incentive plan. “Dollar” or “$” means lawful money of the United States of America. “Domestic Person” means any corporation, general partnership, limited partnership or limited liability company that is organized under the laws of the United States of America or any state thereof or the District of Columbia.

“XXXXX” means the Electronic Data Gathering, Analysis, and Retrieval computer system for the receipt, acceptance, review and dissemination of documents submitted to the SEC in electronic format. “EEA Financial Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. “EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “Eighth Amendment” means that certain Eighth Amendment to Third Amended and Restated Credit Agreement dated as of April 16, 2019, by and among the Borrower, the MLP, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent. “Eighth Amendment Effective Date” means April 16, 2019. “Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, or (d) any other Person (other than a natural Person) approved by (i) the Administrative Agent, (ii) the each L/C Issuer, and (iii) unless a Default or Event of Default shall have occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided, that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower, the MLP, any Xxxxxx Party or any of their respective Affiliates. “Eligible Inventory” means Petroleum Products owned by the Borrower and its Restricted Subsidiaries, specified by the Borrower as Eligible Inventory in the corresponding Borrowing Base Certificate or Committed Loan Notice (Financed Inventory), as applicable, which are the subject of either (x) sales contracts or (y) Swap Contracts (including over-the- counter commodity contracts, futures contracts and physical forward sales contracts at fixed prices); provided, that such Petroleum Products shall only constitute Eligible Inventory so long as (a)(i) the Borrower or its Restricted Subsidiaries shall have lawful and absolute title thereto (specifically excluding, however, tank bottoms and pipeline line fill of the Borrower and its Restricted Subsidiaries classified as long-term assets), subject only to Permitted Eligible Inventory Encumbrances and (ii) the Collateral Agent, for the benefit of the Lenders and the Lender Swap Parties, shall have a first priority security interest with respect to such Petroleum Products (subject only to Permitted Eligible Inventory Encumbrances), (b) the Collateral Agent, for the benefit of the Lenders and the Lender Swap Parties, shall have a first priority security interest (subject only to Permitted Eligible Inventory Encumbrances) with respect to such sales contract or Swap Contracts, and (c) unless such requirement is waived by the Collateral Agent,

each applicable commodities intermediary in respect of any commodities account relating to any Financed Eligible Inventory shall have executed and delivered an Inventory Financing Control Agreement. “Engagement Letter” has the meaning specified in Section 2.07(c). “Environmental Law” means any applicable Law that relates to (a) the condition or protection of air, groundwater, surface water, soil or other environmental media, (b) the environment, including natural resources or any activity which affects the environment, (c) the regulation of any pollutants, contaminants, wastes, substances and Hazardous Substances, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Federal Water Pollution Control Act, as amended by the Clean Water Act (33 U.S.C. § 1251 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), the Emergency Planning and Community Right to Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Hazardous Materials Transportation Authorization Act (49 U.S.C. § 5101 et seq.), the National Environmental Policy Act of 1969 (42 U.S.C. § 4321 et seq.), the Oil Pollution Act (33 U.S.C. § 2701 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Rivers and Harbors Act (33 U.S.C. § 401 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984 (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), and analogous state and local Laws, as any of the foregoing may have been and may be amended or supplemented from time to time, and any analogous enacted or adopted Law, or (d) the Release or threatened Release of Hazardous Substances. “Equity Issuance” means the issuance of any class of equity interests by the MLP, other than issuance of equity interests solely to or for the benefit of any directors or employees of a Loan Party. “ERISA” means the Employee Retirement Income Security Act of 1974 and any regulations issued pursuant thereto. “ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions of this Agreement relating to obligations imposed under Section 412 of the Code). “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan, (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, or the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate

from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization, (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, (e) the institution by the PBGC of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan, (f) any event or condition 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 Pension Plan or Multiemployer Plan, (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA, or (h) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate. “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time. “Eurodollar Rate” means , subject to the implementation of a Replacement Rate in accordance with Section 3.03, for any Interest Period with respect to any Eurodollar Rate Loan: (a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Reuters LIBOR01 screen (or any successor thereto as may be selected by the Administrative Agent) as administered by the ICE Benchmark Administration (or any successor or substitute administrator) for deposits in Dollars with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, provided, that if such rate shall be less than zero, such rate shall be deemed to be zero, or (b) if the rate referenced in the preceding clause (a) is not available, the rate per annum determined by the Administrative Agent as the rate of interest (expressed on a basis of three hundred sixty (360) days) at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by the Administrative Agent and with a term comparable to such Interest Period as would be offered by the Administrative Agent’s London Branch to major banks in the offshore Dollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period. Notwithstanding the above, provided(x) unless otherwise specified in a Replacement Rate Amendment entered into in accordance with Section 3.03, that if such rate in the event a Replacement Rate with respect to the Eurodollar Rate is implemented then all references herein to the Eurodollar Rate shall be deemed references to such Replacement Rate and (y) if the Eurodollar Rate or any Replacement Rate shall be less than zero at any time, such rate shall be deemed to be zero for purposes of this Agreement. “Eurodollar Rate Loan” means a Committed Loan that bears interest at a rate based on the Eurodollar Rate. “Event of Default” means any of the events or circumstances specified in Article VIII.

“Evergreen Letter of Credit” has the meaning specified in Section 2.13(b)(iii). “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Loan Party of, the grant by such Loan Party of a security interest or Lien to secure, or the provision of other support of such Swap Obligation (or any guarantee or provision of other support thereof) is or becomes illegal under the Commodity Exchange Act by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time such guaranty, grant of security interest, Lien or provision of other support of such Swap Obligation (or any guarantee or provision of other support thereof) becomes effective. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guaranty, grant of security interest or Lien to secure or provision of other support is or becomes illegal. “Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are Other Connection Taxes; (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 3.07), or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(g); and (d) any U.S. federal withholding Taxes imposed under FATCA. “Existing Credit Agreement” has the meaning set forth in the recitals hereof. “Existing Letters of Credit” means all Letters of Credit issued by Royal Bank under the Existing Credit Agreement that are outstanding on the Closing Date. “Facility” means the credit facility as described in and subject to the limitations set forth in Section 2.01. “Factoring Documents” means, collectively, any factoring agreement or accounts receivable purchase agreement, service agreement and all other related documents and instruments entered into among, or executed by, the Borrower or any of its Restricted Subsidiaries, a Qualified Account Debtor and/or a Qualified Factor in connection with the relevant Qualified Factoring Program, on terms and conditions generally consistent with similar

arrangements established by such Qualified Account Debtor for its other suppliers in the same or similar business as the Borrower or its Restricted Subsidiaries, as applicable, under such Qualified Factoring Program and otherwise satisfactory to the Administrative Agent in its reasonable discretion. “Factoring Transaction Assets” means, in connection with any Permitted Factoring Transaction, Accounts owing by the applicable Qualified Account Debtor, together with all proceeds thereof (including Proceeds) and all rights of the seller of such Accounts to enforce such rights to reimbursement constituting such Accounts. “FATCA” means Sections 1471 through 1474 of the Code as of the date of this Agreement Ninth Amendment Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code. “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided, that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Administrative Agent on such day on such transactions as determined by the Administrative Agent. “Fifth Amendment” means that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of April 27, 2016 by and among the Borrower, MLP, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent. “Fifth Amendment Effective Date” means April 27, 2016. “First Amendment” means that certain First Amendment to Third Amended and Restated Credit Agreement dated as of July 12, 2013 by and among the Borrower, MLP, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent. “Financed Eligible Inventory” means “Financed Eligible Inventory” means all Eligible Inventory that the purchase or storage of which has been fully or partially financed (or deemed financed) by Inventory Financing Loans. “Fixed Assets” means the Vessels, real estate and all other fixed assets (as such term is used in accordance with GAAP) owned by the MLP, the Borrower or any of the Restricted Subsidiaries. “Flood Insurance Regulations” means (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster protection Act

of 1973 as now or hereafter in effect or any successor statute thereto, (c) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended or recodified from time to time, (d) the Flood Insurance Reform Act of 2004, and (e) any regulations promulgated thereunder. “Foreign Investments” means, without duplication, an Investment in a Canadian Person that is not a Guarantor, acquisition and ownership of assets located in Canada that do not constitute Collateral, an Investment in a Caribbean Person, and acquisition and ownership of assets located in a Caribbean country. “Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. “Foreign Subsidiary” means a Subsidiary of the MLP or the Borrower that is not a Domestic Person. “Fourth Amendment” means that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of June 23, 2015 by and among the Borrower, MLP, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent. “Fourth Amendment Effective Date” means June 23, 2015. “Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the applicable L/C IssuerIssuers, such Defaulting Lender’s Pro Rata Share of all outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof. “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. “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession, that are applicable to the circumstances as of the date of determination, consistently applied. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as

reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. “General Loans” means all Loans other than Inventory Financing Loans; provided, that Inventory Financing Loans may be converted into General Loans in accordance with Section 2.03(f) and Section 2.02(a). “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other legal entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. “Guarantor” means any Person that undertakes to be liable for all or any part of the Obligations by execution of a Guaranty or otherwise. “Guaranty” means a Guaranty now or hereafter made by any Guarantor in favor of the Administrative Agent on behalf of the Lenders, substantially in the form of Exhibit E-1, E-2 or E-3, together with all supplements thereto and amendments and restatements thereof. “Guaranty Obligation” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other payment obligation of another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other payment obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other payment obligation of the payment of such Indebtedness or other payment obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other payment obligation, or (iv) entered into for the purpose of assuring in any other manner the obligees in respect of such Indebtedness or other payment obligation of the payment thereof or to protect such obligees against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other payment obligation of any other Person, whether or not such Indebtedness or other payment obligation is assumed by such Person; provided, however, that the term “Guaranty Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guaranty Obligation shall be deemed to be the lesser of (x) an amount equal to the stated or determinable outstanding amount of the related primary obligation, and (y) the maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation, unless the outstanding amount of such primary obligation and the maximum amount for which such guarantying Person may be liable are not stated or determinable, in which case the amount of such Guaranty Obligation shall be the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. “Hazardous Substance” means any substance the Release or threatened Release of which into the environment poses a threat to, or is regulated to protect, human health, safety, public

welfare or the environment, including, without limitation, (a) any “hazardous substance,” “pollutant” or “contaminant,” and any “petroleum” or “natural gas liquids” as those terms are defined or used under Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. §§ 9601 et seq.), (b) “solid waste” as defined by the federal Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.), (c) asbestos or a material containing asbestos, (d) any material that contains lead or lead-based paint, (e) any item or equipment that contains or is contaminated by polychlorinated biphenyls, (f) any radioactive material, (g) urea formaldehyde, (h) putrescible materials, (i) infectious materials, (j) toxic microorganisms, including mold, or (k) any substance the presence or Release of which requires reporting, investigation or remediation under any Environmental Law. “Hedged Value” means, as to Financed Eligible Inventory that is not subject to sales contracts, an amount equal to the volumes of such Financed Eligible Inventory multiplied by the prices fixed with respect thereto in the corresponding Swap Contracts. “Honor Date” has the meaning set forth in Section 2.13(c)(i). “Increase Effective Date” has the meaning set forth in Section 2.14(b). “Indebtedness” means, as to any Person at a particular time, all of the following: (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) the face amount of all letters of credit (including standby and commercial), banker’s acceptances, Bank Guaranties, surety bonds and similar instruments issued for the account of such Person, and, without duplication, all drafts drawn and unpaid thereunder; (c) net obligations under any Swap Contract in an amount equal to (i) if such Swap Contract has been closed out, the termination value thereof, or (ii) if such Swap Contract has not been closed out, the marked-to-market value thereof determined on the basis of readily available quotations provided by any recognized dealer in such Swap Contract; (d) whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services, other than trade accounts payable in the ordinary course of business not overdue by more than sixty (60) days, and indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse, but if such indebtedness is not assumed or is limited recourse to such Person, the amount of such indebtedness shall be the least of (i) the amount of recourse to such Person, (ii) the amount of such indebtedness and (iii) the fair market value of the assets of such Person securing such indebtedness; (e) Capital Leases and Synthetic Lease Obligations; (f) Off-Balance Sheet Indebtedness; and

(g) all Guaranty Obligations of such Person in respect of any of the foregoing. For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner, unless such Indebtedness is expressly made non-recourse to such Person (except for customary exceptions acceptable to the Required Lenders). The amount of any Capital Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. “Indemnified Liabilities” has the meaning set forth in Section 10.05. “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document, and (b) to the extent not otherwise described in clause (a), Other Taxes. “Indemnitees” has the meaning set forth in Section 10.05. “Initial Financial Statements” means the consolidated balance sheet of the MLP, the Borrower and the Subsidiaries as at December 31, 2012, and the related statements of income and cash flows for such fiscal quarter and for the portion of the MLP’s fiscal year then ended. “Initial Quarter” has the meaning set forth in the definition of “Material Project EBITDA Adjustment.” “Initial WTP Investment” means the total consideration provided (including, without limitation, any earn out obligations, purchase price adjustments or future payment obligations) for the initial investment by the Borrower or the applicable Loan Party in West Texas LPG pursuant to the WTP Documents. “Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of the four prior fiscal quarters ending on such date, to (b) the sum of (i) Consolidated Interest Charges paid in cash during such period, and (ii) imputed interest charges on Synthetic Leases Lease Obligations of the MLP, the Borrower and the Restricted Subsidiaries during such period. “Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates, and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date. “Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one (1), two (2), three (3), six (6), or, with the consent of each Lender, twelve (12) months thereafter, as selected by the Borrower in its Committed Loan Notice; provided, that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (b) any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and (c) no Interest Period shall extend beyond the Maturity Date. “Inventory Financing Control Agreement” means an agreement that perfects by control the Lien in favor of the Collateral Agent for the benefit of the Lenders and the Lender Swap Parties in respect of one or more commodities accounts, as required in connection with the Inventory Financing Sublimit Tranche. “Inventory Financing Loan” means all Loans outstanding under the Inventory Financing Sublimit Tranche; provided, that General Loans may be converted into Inventory Financing Loans in accordance with Section 2.02(a). “Inventory Financing Sublimit Availability” means at any time, the lowest of (a) the then Aggregate Committed Sums, (b) $75,000,000 50,000,000 and (c) solely with respect to the period between January 1 to March 1 to June 30 31 of each year, $10,000,000. The Inventory Financing Sublimit Tranche is part of, and not in addition to, the Aggregate Committed Sum. “Inventory Financing Sublimit Borrowing” means a Committed Borrowing under the Inventory Financing Sublimit Tranche. “Inventory Financing Sublimit Borrowing Base” means, as determined upon the delivery of each Borrowing Base Certificate delivered pursuant to Section 6.01(c), as of the Inventory Financing Sublimit Borrowing Base Date specified therein, the amount equal to the product of (a) 90% and (b) an amount equal to the sum of (in each case, as determined as of such Inventory Financing Sublimit Borrowing Base Date) (i) the Sale Value of Financed Eligible Inventory that is subject to sales contracts, plus (ii) the Hedged Value of Financed Eligible Inventory that is not subject to sales contracts, minus (iii) all storage, transportation and other applicable costs related to such Financed Eligible Inventory as reasonably estimated by the Borrower. “Inventory Financing Sublimit Borrowing Base Date” means the last day of each calendar month. “Inventory Financing Sublimit Tranche” has the meaning set forth in Section 2.01(c). “Inventory Financing Sublimit Prepayment Amount” has the meaning set forth in Section 2.03(f). “Inventory Financing Sublimit Tranche” has the meaning set forth in Section 2.01(c).

“Investment” means, as to any Person, any investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, or (b) a loan, advance or capital contribution to, guaranty of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less all returns of principal or equity thereon, and shall, if made by the transfer or exchange of property other than cash be deemed to have been made in an amount equal to the fair market value of such property. “IRS” means the United States Internal Revenue Service. “L/C Advance” means, with respect to each Lender, such Lender’s participation in any L/C Borrowing in accordance with its Pro Rata Share. “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing. “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof. “L/C Issuer” means any affiliate, unit or agency of Royal Bank , Natixis, New York Branch or Xxxxx Fargo Bank, N.A. or any other Lender which has agreed to issue one or more Letters of Credit at the request of the Borrower with the consent of the Administrative Agent (which approval shall not be unreasonably withheld). “L/C Obligations” means, as at any date of determination, the aggregate undrawn face amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. “Laws” means, collectively, all applicable international, foreign, federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, licenses, authorizations and permits of, any Governmental Authority. “Lender” has the meaning specified in the introductory paragraph hereof and includes, as the context requires, the L/C IssuerIssuers. “Lender Counterparties” has the meaning set forth in Section 10.01(e). “Lender Hedging Agreement” means a Swap Contract between a Loan Party and a Lender Swap Party. “Lender Swap Party” means any Person that, at the time it enters into a Swap Contract with any Loan Party, is a Lender or an Affiliate of a Lender. In no event shall any Lender Swap Party acting in such capacity be deemed a Lender for purposes hereof to the extent of and as to

obligations under Lender Hedging Agreements. In no event shall the approval of any such Person in its capacity as Lender Swap Party be required in connection with the release or termination of any security interest or Lien of the Administrative Agent or the Collateral Agent. For the avoidance of doubt, “Lender Swap Party” shall not include any Participant of a Lender pursuant to Section 10.07(d) other than to the extent that such Participant is otherwise a Lender or an Affiliate of a Lender. “Lending Office” means, as to any Lender, the office or offices of such Lender set forth on its Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent. “Letter of Credit” means any standby letter of credit issued hereunder, and shall include all Existing Letters of Credit. “Letter of Credit Application” means an application and agreement for the issuance or amendment of a letter of credit in the form from time to time in use by the an L/C Issuer. “Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the Maturity Date (or, if such day is not a Business Day, the next preceding Business Day). “Letter of Credit Sublimit” means an amount equal to the lesser of (a) the Aggregate Committed Sum, and (b) $50,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Committed Sum. “Leverage Ratio” means the ratio of (a) Consolidated Funded Debt as of the determination date, to (b) Consolidated EBITDA for the period of the four fiscal quarters ending on such date. “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever to secure or provide for payment of any obligation of any Person (including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and any lien able to be perfected by the filing of any financing statement under the U.C.C. or comparable Laws of any jurisdiction), including the interest of a purchaser of accounts receivable. “Limited Partnership Agreement (Borrower)” means the Amended and Restated Agreement of Limited Partnership of Xxxxxx Operating Partnership L.P. dated as of November 6, 2002, as the same may be amended, restated or otherwise modified in accordance with Section 7.13. “Limited Partnership Agreement (MLP)” means the Second Amended and Restated Agreement of Limited Partnership of Xxxxxx Midstream Partners L.P. dated as of November 25, 2009, as amended by that certain Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of Xxxxxx Midstream Partners L.P. dated January 5, 2011 and that certain Amendment No. 2 to Second Amended and Restated Agreement of Limited

Partnership of Xxxxxx Midstream Partners L.P. dated January 31, 2011, as the same may be further amended, restated or otherwise modified in accordance with Section 7.13. “Loan” means an extension of credit by a Lender to the Borrower pursuant to Section 2.01. “Loan Documents” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, each Note, the Master Consent to Assignment, each of the Collateral Documents, the Agent/Arranger Fee Letters, the Engagement Letter, each Committed Loan Notice, each Compliance Certificate, the Guaranties, each Letter of Credit Application and each other agreement, document or instrument executed and delivered by a Loan Party from time to time in connection with this Agreement and the Notes. “Loan Parties” means, collectively, the Borrower and each Guarantor. “Manufactured (Mobile) Home” has the meaning assigned in the applicable Flood Insurance Regulation. “Xxxxxx ESOP Trust” means the trust established on October 2, 2012, to hold common and preferred shares of Xxxxxx Resource for the benefit of the Xxxxxx Resource Employee Stock Ownership Plan. “Xxxxxx Party” means Xxxxxx Resource or any Subsidiary of Xxxxxx Resource, other than the MLP General Partner, the MLP, the Borrower General Partner, the Borrower and their respective Subsidiaries. “Xxxxxx Resource” means Xxxxxx Resource Management Corporation, a Texas corporation. “Master Consent to Assignment” means the Master Consent to Assignment, substantially in the form of Exhibit G. “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower and its Restricted Subsidiaries taken as a whole or the MLP, the Borrower and the Restricted Subsidiaries taken as a whole, (b) a material adverse effect on the ability of the Borrower or the MLP to perform its obligations under the Loan Documents to which it is a party, (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower, the MLP, or any other Loan Party of any Loan Document, or (d) a material adverse effect on the ability of the Administrative Agent, the Collateral Agent or the Lenders to enforce its or their remedies under any Loan Document. “Material Agreements” means (a) the agreements set forth on Schedule 1.04(c1.01(c) hereto, and (b) any other contract material to the business of the MLP or the Borrower to which the Borrower or any other Loan Party is a party if the termination of such contract could be reasonably expected to have a Material Adverse Effect.

“Material Project” means any capital project of the Borrower or any of its Restricted Subsidiaries, the aggregate capital cost of which (inclusive of capital costs expended prior to the acquisition thereof) is reasonably expected by the Borrower to exceed, or exceeds, $10,000,000. “Material Project EBITDA Adjustment” means, with respect to the construction or expansion of any Material Project: (a) prior to the Commercial Operation Date (but including the fiscal quarter in which such Commercial Operation Date occurs), a percentage (based on the then-current completion percentage of such Material Project as of the date of determination) of an amount to be approved by the Arrangers as the projected Consolidated EBITDA attributable to such Material Project for the first twelve (12)-month period following the scheduled Commercial Operation Date (such amount to be determined based upon projected revenues from binding customer contracts, projected revenues that are determined by the Arrangers, in their discretion, to otherwise be highly probable, the creditworthiness of the prospective customers, capital and other costs, operating and administrative expenses, the scheduled Commercial Operation Date, commodity price assumptions and other factors deemed appropriate by the Arrangers), which may, at the Borrower’s option, be added to actual Consolidated EBITDA for the fiscal quarter in which construction or expansion of such Material Project commences and for each fiscal quarter thereafter until the Commercial Operation Date (including the fiscal quarter in which such Commercial Operation Date occurs, but net of any actual Consolidated EBITDA attributable to such Material Project following such Commercial Operation Date); provided, that if the actual Commercial Operation Date does not occur by the scheduled Commercial Operation Date, then the foregoing amount shall be reduced, for quarters ending after the scheduled Commercial Operation Date to (but excluding) the first full quarter after the actual Commercial 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) longer than ninety (90) days but not more than one hundred eighty (180) days, 25%, (ii) longer than one hundred eighty (180) days but not more than two hundred seventy (270) days, 50%, and (iii) longer than two hundred seventy (270) days, 100%; and (b) beginning with the first full fiscal quarter following the Commercial Operation Date and for the balance of the remaining fiscal quarters in the fiscal year following such date, an amount equal to the projected Consolidated EBITDA attributable to such Material Project for the balance of such remaining fiscal quarters (but net of any actual Consolidated EBITDA attributable to such Material Project). Notwithstanding the foregoing: (x) no such Material Project EBITDA Adjustment shall be allowed with respect to any Material Project unless: (i) at least thirty (30) days (or such lesser period as is reasonably acceptable to the Arrangers) prior to the last day of the fiscal quarter for which the Borrower desires to commence inclusion of such Material Project EBITDA Adjustment in Consolidated EBITDA with respect to a Material Project (the “Initial Quarter”), the

Borrower shall have delivered to the Administrative Agent written pro forma projections of Consolidated EBITDA attributable to such Material Project; and (ii) prior to the last day of the Initial Quarter, the Arrangers shall have approved such projections and shall have received such other information and documentation as the Arrangers may reasonably request, all in form and substance satisfactory to the Arrangers; and (y) the aggregate amount of all Material Project EBITDA Adjustments during any period shall be limited to 20% of Consolidated EBITDA (determined without including Material Project EBITDA Adjustments) for such period. “Maturity Date” means (a) the Stated Maturity Date, or (b) such earlier effective date of any other termination, cancellation or acceleration of all Commitments under this Agreement. “Maximum Amount” and “Maximum Rate” respectively mean, for each Lender, the maximum non-usurious amount and the maximum non-usurious rate of interest which, under applicable Law, such Lender is permitted to contract for, charge, take, reserve, or receive on the Obligations. “MET” means Xxxxxx Energy Trading LLC, a Texas limited liability company. “Midstream Business” means (a) terminalling and storage services for petroleum products and by-products, (b) natural gas gathering, processing, storage and LPG and natural gas distribution, (c) marine transportation services for petroleum products and by-products, (d) sulfur gathering, processing and distribution, (e) fertilizer manufacturing and marketing, and (f) other businesses reasonably related or complementary to the foregoing clauses (a) through (e). “MLP” has the meaning set forth in the introductory paragraph hereof. “MLP Common Unit Redemption” has the meaning set forth in Section 7.07(e). “MLP General Partner” means the general partner of the MLP. As of the Closing Date, the general partner of the MLP is Xxxxxx Midstream GP LLC, a Delaware limited liability company. “MLP Security Agreement” means the Third Amended and Restated Pledge and Security Agreement executed by the MLP substantially in the form of Exhibit F-2, together with all supplements, amendments and restatements thereof. “MLP Senior Notes” means (i) the 7.250% Senior Notes due 2021 issued by the MLP and Xxxxxx Midstream Finance Corp. and (ii) any other unsecured Indebtedness of the MLP, Xxxxxx Midstream Finance Corp., the Borrower and the Guarantors permitted to be incurred under Section 7.04(d). “MLP Senior Notes Repurchase” has the meaning set forth in Section 7.16. “Mortgaged Properties” means all real property subject to a Mortgage.

“Mortgages” means the mortgages, leasehold mortgages, deeds of trust, or similar instruments executed by any of the Loan Parties in favor of the Collateral Agent, for the benefit of the Lenders and the Lender Swap Parties (including, without limitation, the Vessel Mortgages), and all supplements, assignments, amendments and restatements thereto and substitutions therefor. “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower, any Guarantor or any ERISA Affiliate (a) makes or is obligated to make contributions, or (b) during the current or preceding five (5) plan years, has made or been obligated to make contributions. “Net Cash Proceeds” means: (a) with respect to any Disposition, cash (including all cash received by way of deferred payment as and when received and payment of amounts due under any insurance policy) received by a Loan Party in connection with and as consideration therefor, on or after the date of consummation of such transaction, after (i) deduction of taxes payable in connection with or as a result of such transaction, and (ii) payment of all usual and customary brokerage commissions and all other reasonable fees and expenses related to such transaction (including, without limitation, reasonable attorneys’ fees and closing costs incurred in connection with the consummation of such transaction); (b) with respect to any Indebtedness, proceeds of such Indebtedness received by a Loan Party after payment of underwriting discounts and commissions, closing costs, and other out-of-pocket expenses incurred in connection with the issuance of such Indebtedness; and (c) with respect to any Equity Issuance, cash received, on or after the date of incurrence of such Equity Issuance, by the MLP from such Equity Issuance after payment of underwriting discounts and commissions, closing costs, and other out-of-pocket expenses incurred by the MLP in connection with such Equity Issuance. “New Financed Inventory” has the meaning “New Financed Inventory” has the meaning set forth in Section 4.02(e). “New York Process Agent” has the meaning set forth in Section 10.15(b). “Ninth Amendment” means that certain Ninth Amendment to Third Amended and Restated Credit Agreement dated as of July 18, 2019, by and among the Borrower, the MLP, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent. “Ninth Amendment Effective Date” means July 18, 2019. “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time. “Non-Pledgeable Collateral” has the meaning set forth in Section 6.16 (a)(iii) hereof.

“Non-Recourse Obligations” means Indebtedness, Guaranty Obligations and other obligations of any type as to which (a) neither the Borrower nor any other Loan Party (i) is obligated to provide credit support in any form (other than obligations that may remain with such Person pursuant to applicable law solely based on such Person having been a predecessor-in- interest or operator with respect to Fixed Assets contributed or transferred to an Unrestricted Subsidiary), or (ii) is directly or indirectly liable, and (b) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any Indebtedness or Guaranty Obligations of the Borrower or any other Loan Party to declare a default on such Indebtedness prior to its stated maturity or cause any such Guaranty Obligations to become payable. “Nonrenewal Notice Date” has the meaning specified in Section 2.13(b)(iii). “Notes” means the promissory notes, substantially in the form of Exhibit B, and all renewals or extensions of any part thereof, evidencing the obligation of the Borrower to repay the Loans. “Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest that accrues after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, other than Excluded Swap Obligations. In addition, all references to the “Obligations” in the Collateral Documents and in Section 2.12, Section 8.03 and Section 10.09 shall include all present and future indebtedness, liabilities and obligations (and all renewals and extensions thereof or any part thereof) of any Person now or hereafter owed to any Lender Swap Party arising pursuant to any Lender Hedging Agreement, other than Excluded Swap Obligations. “OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control. “Off-Balance Sheet Indebtedness” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person (including, at any time following the Qualified Factoring Program Reclassification Date, any such obligation or liability incurred in connection with any Permitted Factoring Transaction), (b) any liability under any sale and leaseback transaction which is not a Capital Lease, or (c) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person, but excluding from this clause (c) operating leases. “Omnibus Agreement” means the Omnibus Agreement dated as of November 1, 2002, among the MLP, the Borrower, the MLP General Partner and Xxxxxx Resource, as amended by such parties pursuant to Amendment No. 1 to the Omnibus Agreement dated as of November 24, 2009, and as further amended in accordance with Section 7.13.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws, (b) with respect to any limited liability company, the certificate of formation and operating agreement, and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership joint venture or other applicable agreement of formation and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation with the secretary of state or other department in the state of its formation, in each case as amended from time to time. “Original Credit Agreement” has the meaning set forth in the recitals hereof. “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). “Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.07). “Outstanding Amount” on any date (a) with respect to Committed Loans, means the aggregate outstanding principal amount of all Committed Loans after giving effect to any Committed Borrowings and prepayments or repayments occurring on such date, (b) with respect to any L/C Obligations, means the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date, and (c) with respect to Obligations under a Lender Hedging Agreement, means the amount then due and payable under such Lender Hedging Agreement. “Participant” has the meaning specified in Section 10.07(d). “Participant Register” has the meaning specified in Section 10.07(d). “PBGC” means the Pension Benefit Guaranty Corporation. “Pension Act” means the Pension Protection Act of 2006. “Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2)(A) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five plan years. “Permitted Eligible Inventory Encumbrances” means Liens permitted under Section 7.01 (c), (d), (f) and (l). “Permitted Factoring Transaction” means a transaction entered into in the ordinary course of business by the Borrower or any of its Restricted Subsidiaries under a Qualified Factoring Program and pursuant to which the Borrower or such Restricted Subsidiary agrees to sell, convey, transfer or otherwise assign to a Qualified Factor (which sale, conveyance, transfer or assignment may include or be supported by the grant of a security interest in) its right, title and interest in and to all or a portion of the Borrower’s or such Restricted Subsidiary’s Accounts owing from a Qualified Account Debtor; provided, that, in connection therewith, all of the following conditions are satisfied as determined by the Administrative Agent in its reasonable discretion: (a) the Borrower or the applicable Restricted Subsidiary provides or has provided written notice to the Administrative Agent of its intent to enter into the Qualified Factoring Program not less than ten (10) Business Days prior to execution of the Factoring Documents relating thereto and, promptly after the execution thereof, provides to the Administrative Agent copies of all such Factoring Documents executed or delivered in connection therewith; (b) pursuant to the applicable Factoring Documents, neither the Borrower nor any such Restricted Subsidiary grants (and the applicable Qualified Factor does not otherwise obtain) any Liens on any Collateral other than Factoring Transaction Assets arising from the Borrower’s or the applicable Restricted Subsidiary’s sale of Inventory or provision of services to the applicable Qualified Account Debtor; (c) if the Qualified Factor will have a Lien on the Accounts or other assets, then prior to the sale or other conveyance of any Accounts to such Qualified Factor, the Administrative Agent shall have received an intercreditor agreement in form and substance satisfactory to the Administrative Agent in its reasonable discretion, duly executed by such Qualified Factor, providing for Lien priorities not violative of the Loan Documents and an agreement by such Qualified Factor, upon written instruction of the Administrative Agent, to remit proceeds of sales or other conveyances of factored Accounts directly to the Administrative Agent, and containing such other terms to which the Administrative Agent may consent in its reasonable discretion; (d) no Default or Event of Default has occurred and is continuing at the time of the Borrower's or the applicable Restricted Subsidiary’s execution of the applicable Factoring Documents (unless the Administrative Agent otherwise provides its prior written consent) or at the time of any sale of Accounts pursuant to such Qualified Factoring Program, and no Default or Event of Default would occur as a result thereof; (e) the applicable Factoring Documents establish procedures to ensure that payments and other proceeds of the factored Accounts owing by the Qualified Account Debtor are not commingled with other Property of the Borrower or the applicable Restricted Subsidiary; (f) the aggregate outstanding amount of all Permitted Factoring Transactions (deemed at any time to be the cash purchase price paid by the Qualified Factor in connection with its purchase of Accounts less the amount of collections received by the Borrower or any such Restricted Subsidiary in respect of such Accounts and paid to such Qualified Factor) does not exceed $100,000,000 at any time; and (g) at any time prior to

the Qualified Factoring Program Reclassification Date, (i) such transaction does not constitute Indebtedness of the Borrower or the applicable Restricted Subsidiary, (ii) the applicable Factoring Documents indicate that such transaction is a sale of the Borrower’s or the applicable Restricted Subsidiary’s Accounts. “Permitted Holders” means (a) Xxxxx X. Xxxxxx, III and his heirs at law, (b) entities or trusts established by Xxxxx X. Xxxxxx, III for estate planning purposes and owned by or established for his benefit or his heirs at law, and (c) Xxxxxx ESOP Trust. “Permitted Joint Venture” means any Person (other than a Subsidiary) in which the Borrower owns (including ownership through any Restricted Subsidiary) equity interests representing less than 100% of the total outstanding equity interests of such Person, provided, that such Person is engaged only in the businesses that are permitted for the Borrower and its Restricted Subsidiaries pursuant to Section 7.09. “Permitted Liens” means Liens permitted under Section 7.01 as described in such Section. “Person” means any natural person, trustee, corporation, general partnership, limited partnership, limited liability company, joint stock company, trust, unincorporated organization, bank, business association, firm, joint venture, Governmental Authority, company or other entity. “Petroleum Products” means crude oil condensate, natural gas, natural gas liquids, liquified petroleum gases, refined petroleum products or any blend thereof. “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees. “Plan Assets Regulation” shall have the meaning set forth in Section 5.12 hereof. “Platform” has the meaning set forth in Section 10.02(e). “Pro Rata Share” means, at any date of determination, for any Lender, the percentage (carried out to the ninth decimal place) that its Committed Sum bears to the Aggregate Committed Sums of all Lenders. “Project South Sale” means the Disposition by the Borrower of approximately 184 miles of pipeline, consisting of the “Longview to Center Pipeline System” and the “Center to Beaumont Pipeline System,” together with four booster stations and various assets related to the foregoing identified in the Project South Sale APA. “Project South Sale APA” means the Asset Purchase Agreement dated as of February 27, 2019, between the Borrower and FHR Xxxxxxxx Acquisition Company, LLC, a Delaware limited liability company.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible. “Qualified Account Debtor” means an Account Debtor that is a retailer of national standing acceptable to the Administrative Agent in its reasonable discretion. “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). “QFC Credit Support” has the meaning set forth in Section 10.24. “Qualified ECP Guarantor” means, with respect to any Swap Obligation, each Loan Party that (a) has total assets exceeding $10,000,000 at the time the relevant guaranty by such Loan Party of such Swap Obligation, the grant by such Loan Party of a security interest or Lien to secure such Swap Obligation, or the provision of other support by such Loan Party becomes effective with respect to such Swap Obligation, (b) otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a “keepwell, support or other agreement” under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act, or (c) constitutes an “eligible contract participant” under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act because its obligations with respect to such Swap Obligation are supported by the keepwell in Section 10.20 hereof from the MLP and the Borrower, each of which is an “eligible contract participant” under Section 1a(18)(A)(v)(I) of the Commodity Exchange Act. “Qualified Factor” means any Lender or any other bank or financial institution satisfactory to the Administrative Agent in its reasonable discretion. “Qualified Factoring Program” means a factoring program sponsored by a Qualified Account Debtor in partnership with one (1) or more Qualified Factors, pursuant to which each participating supplier of such Qualified Account Debtor may in its reasonable discretion sell, convey, transfer or assign from time to time, on a non-recourse basis, all or a portion of its Factoring Transaction Assets to such Qualified Factor(s) for fair value on mutually-agreed terms and conditions. “Qualified Factoring Program Reclassification Date” means the date on which the most recent financial statements of the Borrower and its Restricted Subsidiaries delivered to Administrative Agent pursuant to Section 6.01(a) or (b) evidence that any Qualified Factoring Program constitutes Indebtedness in accordance with GAAP. “Quarterly Distributions” means (a) with respect to the Borrower, the distributions by the Borrower of Available Cash (as defined in the Limited Partnership Agreement (Borrower) as in effect on the Closing Date), or (b) with respect to MLP, the distributions by the MLP of Available Cash (as defined in the Limited Partnership Agreement (MLP) as in effect on the Closing Date). “Recipient” means (a) the Administrative Agent, (b) any Lender, and (c) any L/C Issuer, as applicable.

“Reduction Amount” has the meaning set forth in the definition of “Triggering Disposition.” “Register” has the meaning set forth in Section 10.07(c). “Registered Public Accounting Firm” has the meaning specified in the Securities Laws and shall be independent of the MLP and the Borrower as prescribed by the Securities Laws. “Reinvested” means used for Capital Expenditures or Acquisitions in connection with the Midstream Business of a Loan Party or Investments in Persons permitted by Section 7.02. “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and such Person’s Affiliates. “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposal, deposit, dispersal, migrating or other movement into the air, ground, surface water or soil. “Replacement Rate” shall have the meaning set forth in Section 3.03. “Replacement Rate Amendment” shall have the meaning set forth in Section 3.03. “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived. “Request for Credit Extension” means (a) with respect to a Committed Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, and (b) with respect to an L/C Credit Extension, a Letter of Credit Application. “Required Lenders” means (a) on any date of determination prior to the Maturity Date, those Lenders holding more than 50% of the Aggregate Commitments, and (b) on any date of determination on or after the Maturity Date, those Lenders holding more than 50% of the Outstanding Amount of Loans and of L/C Obligations (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Lender for purposes of this definition); provided, that the Commitment of, and the portion of the outstanding Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. “Responsible Officer” means the president, chief executive officer, chief financial officer, controller, treasurer or assistant treasurer of a Person. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership, limited liability company and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. “Restricted Payment” by a Person means any dividend or other distribution (whether in cash, securities or other property) with respect to any equity interest in such Person, or any

payment (whether in cash, securities or other property), including any sinking fund or similar deposit on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such equity interest or of any option, warrant or other right to acquire any such equity interest. “Restricted Subsidiary” means any Subsidiary of the MLP that is neither the Borrower nor an Unrestricted Subsidiary. “Returned Capital” means, with respect to any Investment, Cash Equivalents received by a Loan Party with respect to such Investment by way of dividend, distribution, repayment of loan or advance, or other return of capital, as the case may be, in each case which amount has been set forth as “Returned Capital” on a certificate of a Responsible Officer of the MLP delivered to the Administrative Agent in connection with such returned capital; provided, that the failure of such Responsible Officer to deliver such certificate to the Administrative Agent shall result in the exclusion of such amount from “Returned Capital.” “Revolver Principal Debt” means, on any date of determination, the aggregate unpaid principal balance of all Committed Loans. “Rights” means rights, remedies, powers, privileges and benefits. “Royal Bank” means Royal Bank of Canada. “Sale Value” means, as to Financed Eligible Inventory that is subject to sales contracts, an amount equal to the volumes of such Financed Eligible Inventory multiplied by the sale price with respect thereto in the corresponding sales contracts. “Same-Day Borrowing” has the meaning set forth in Section 2.02(f). “Sanctions” means any economic or trade sanctions or restrictive measures enacted, administered, imposed or enforced by OFAC, the U.S. Department of State or , the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom. “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions. “Second Amendment” means that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of May 5, 2014 by and among the Borrower, MLP, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent. “Second Amendment Effective Date” means May 5, 2014. “Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting

Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder. “Security Agreements” means, collectively, the Borrower Security Agreement, the Subsidiary Security Agreements, the MLP Security Agreement and all other security agreements, or similar instruments, executed by any of the Loan Parties in favor of the Collateral Agent for the benefit of the Lenders and the Lender Swap Parties, and all supplements, assignments, amendments, and restatements thereto (or any agreement in substitution therefor). “Senior Leverage Ratio” means the ratio of (a) Consolidated Secured Funded Debt as of the determination date, to (b) Consolidated EBITDA for the period of the four fiscal quarters ending on such date. “Seventh Amendment” means that certain Seventh Amendment to Third Amended and Restated Credit Agreement dated as of July 24, 2018 by and among the Borrower, the MLP, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent. “Seventh Amendment Effective Date” means July 24, 2018. “Sixth Amendment” means that certain Sixth Amendment to Third Amended and Restated Credit Agreement dated as of February 21, 2018 by and among the Borrower, MLP, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent. “Sixth Amendment Effective Date” means February 21, 2018. “Solvent” means, as to a Person, that (a) the aggregate fair market value of its assets exceeds its liabilities (whether contingent, subordinated, unmatured, unliquidated or otherwise), (b) it has sufficient cash flow to enable it to pay its Indebtedness as its matures, and (c) it does not have unreasonably small capital to conduct its businesses. “South Texas Land Transfers” means the Disposition by the Borrower, directly or indirectly, to a Permitted Joint Venture of (a) approximately 96 acres of real property and related assets located in Jefferson County, Texas, commonly known as #0 Xxxx Xxxxxx Xx, Xxxxxxxx, Xxxxx 00000 and (b) approximately 18 acres of real property and related assets located in Nueces County, Texas, commonly known as XX xx Xxx Xxxxx Xxx 000, Xxxxxxx Xxxx, Xxxxx 00000. “Stated Maturity Date” means March 28August 31, 2023; provided the Stated Maturity Date shall be August 19, 2020 if the MLP Senior Notes due February 15, 2021 are not refinanced in a manner not prohibited by Section 7.04 on or prior to August 19, 2020. “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise

specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. “Subsidiary Security Agreement” means each Pledge and Security Agreement, Amended and Restated Pledge and Security Agreement, Second Amended and Restated Pledge and Security Agreement or Third Amended and Restated Pledge and Security Agreement, as applicable, executed by a Restricted Subsidiary of the Borrower or the MLP substantially in the form of Exhibit F-3, together with all supplements, amendments and restatements thereof. “Supported QFC” has the meaning assigned to such term in Section 10.24. “Swap” means any “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. “Swap Obligation” means any obligation to pay or perform under any Swap. “Swap Termination Value” means, in respect of any one (1) or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the xxxx- to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include any Lender). “Syndication Agent” means Xxxxx Fargo Bank, N.A. “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so- called synthetic or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which are depreciated for tax purposes by such Person. The amount of any Synthetic Lease Obligation as

of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. “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. “Third Amendment” means that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of June 27, 2014 by and among the Borrower, MLP, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent. “Third Amendment Effective Date” means June 27, 2014. “Threshold Amount” at any time means an amount equal to 10% of the book value of the MLP’s , the Borrower’s and the Restricted Subsidiaries’ consolidated assets measured as of the close of the then most recent fiscal quarter end. “Triggering Disposition” means any Disposition (including sales of stock of Restricted Subsidiaries) (other than a transfer of assets by the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower to the Borrower or to a Restricted Subsidiary that is a Wholly- Owned Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by any Loan Party for such Disposition, when aggregated with the Net Cash Proceeds from all such other Dispositions by all Loan Parties occurring since the Closing Ninth Amendment Effective Date, equals or exceeds the Threshold Amount. The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the “Reduction Amount.” For purposes of the definition of Triggering Disposition and Section 2.03(b)(i), Dispositions shall not include Dispositions permitted by Section 7.06(a, (b), (g) or (hb). “Type” means, with respect to a Committed Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan. “U.C.C.” means the Uniform Commercial Code, as in effect in the state of New York. “U.S. Flag Vessels” shall have the meaning set forth in Section 5.21(a). “U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code. “U.S. Special Resolution Regimes” has the meaning set forth in Section 10.24. “U.S. Tax Compliance Certificate” has the meaning assigned to such term in of Section 3.01(f)(ii). “U.S. Vessel Mortgages” means, collectively, (a) that certain Second Amended and Restated First Preferred Fleet Mortgage dated as of November 10, 2005, executed by the Borrower in favor of Royal Bank, as collateral agent, as amended by that certain First Supplement to Second Amended and Restated First Preferred Fleet Mortgage dated effective as

of January 25, 2006, that certain Addendum to First Supplement to Second Amended and Restated First Preferred Fleet Mortgage dated March 2, 2006, that certain Second Supplement and Amendment to Second Amended and Restated First Preferred Fleet Mortgage dated effective as of June 30, 2006, that certain Third Supplement to Second Amended and Restated First Preferred Fleet Mortgage dated effective as of November 22, 2006 as modified by that certain Addendum to Third Supplement to Second Amended and Restated First Preferred Fleet Mortgage dated effective as of November 22, 2006, that certain Fourth Supplement to Second Amended and Restated First Preferred Fleet Mortgage dated effective as of December 21, 2009, that certain Fifth Supplement to Second Amended and Restated First Preferred Fleet Mortgage dated effective as of January 14, 2010, that certain Sixth Supplement to Second Amended and Restated First Preferred Fleet Mortgage dated effective as of February 9, 2011, that certain Seventh Supplement to Second Amended and Restated First Preferred Fleet Mortgage dated effective as of April 15, 2011, that certain Eighth Supplement to Second Amended and Restated First Preferred Fleet Mortgage dated effective as of August 19, 2011, that certain Ninth Supplement to Second Amended and Restated First Preferred Fleet Mortgage dated effective as of February 13, 2012, and that certain Tenth Supplement to Second Amended and Restated First Preferred Fleet Mortgage dated effective as of even date herewith (as hereafter renewed, extended, amended or restated from time to time), which amends and restates that certain Amended and Restated First Preferred Fleet Mortgage dated as of October 29, 2004, which amends and restates (x) that certain First Preferred Fleet Mortgage dated effective as of November 6, 2002, executed by the Borrower in favor of Royal Bank, as collateral agent, as supplemented and amended, and (y) that certain First Preferred Fleet Mortgage dated effective as of November 6, 2002, executed by the Borrower (as the successor-by-merger with Xxxxxx Gas Marine LLC) in favor of Royal Bank, as collateral agent, as supplemented and amended, and (b) that certain First Preferred Fleet Mortgage dated effective as of March 6, 2006 executed by XX Xxxxxx Sulfur, L.P. in favor of Royal Bank, as collateral agent, as modified by that certain Assumption Agreement and Amendment to First Preferred Fleet Mortgage dated effective as of June 30, 2006 executed between the Borrower, the Administrative Agent. “Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year. “Unreimbursed Amount” has the meaning set forth in Section 2.13(c)(i). “Unrestricted Subsidiary” means any Subsidiary of the MLP (other than the Borrower) or the Borrower that (a) has been designated by the Borrower in writing to the Administrative Agent as an Unrestricted Subsidiary pursuant to Section 6.17, and (b) has not been designated by the Borrower as a Restricted Subsidiary pursuant to Section 6.17. For the avoidance of doubt, no Permitted Joint Venture shall be an Unrestricted Subsidiary. “Vessel Mortgages” means, collectively, the U.S. Vessel Mortgages and any other vessel mortgage now or hereafter executed by any of the Borrower, the MLP or the Restricted Subsidiaries in favor of the Collateral Agent for the benefit of the Lenders and the Lender Swap Parties.

“Vessels” means all vessels owned by the MLP, the Borrower and the Restricted Subsidiaries. “Welfare Plan” means an “employee welfare benefit plan” as defined in Section 3(1) of ERISA established or maintained by the Borrower, any Guarantor or any ERISA Affiliate or that covers any current or former employee of the Borrower, any Guarantor or any ERISA Affiliate. “West Texas LPG” means West Texas LPG Pipeline Limited Partnership, a Texas limited partnership. “West Texas LPG Sale” means the Disposition by the applicable Subsidiaries of 100% of the equity interests of West Texas LPG held by such Subsidiaries, as further described in the West Texas LPG PSA and disclosed to the Administrative Agent and the Lenders prior to the Seventh Amendment Effective Date. “West Texas LPG PSA” means that certain Partnership Interest Purchase Agreement dated on or about July 24, 2018, among Xxxxxx Midstream NGL Holdings, LLC, a Delaware limited liability company, Xxxxxx Midstream NGL Holdings II, LLC, a Delaware limited liability company, as sellers, ONEOK Permian NGL Pipeline GP, L.L.C., a Delaware limited liability company, and ONEOK Permian NGL Pipeline LP, L.L.C., a Delaware limited liability company, as buyers. “Wholly-Owned” when used in connection with a Person means any Subsidiary of such Person of which all of the issued and outstanding equity interests (except shares required as directors’ qualifying shares) shall be owned by such Person or one or more of its Wholly-Owned Subsidiaries. “Withholding Agent” means the Borrower or the Administrative Agent. “Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write- down and conversion powers are described in the EU Bail-In Legislation Schedule. “WTP Documents” means, collectively, (a) that certain Purchase and Sale Agreement between the Borrower and Atlas Pipeline Mid-Continent Holdings, LLC, a Delaware limited liability company, pursuant to which the Borrower has agreed to acquire, subject to the terms and conditions set forth therein, 100% of the membership interests in Atlas Pipeline NGL Holdings, LLC, a Delaware limited liability company, and Atlas Pipeline NGL Holdings II, LLC, a Delaware limited liability company, which entities own a 19.8% limited partner interest and a 0.2% general partner interest in West Texas LPG and (b) the WTP Limited Partnership Agreement. “WTP Limited Partnership Agreement” means the First Amended and Restated Limited Partnership Agreement of West Texas LPG, dated as of May 1, 1999, as amended by that Amendment to First Amended and Restated Limited Partnership Agreement of the West Texas LPG Pipeline Limited Partnership dated February 2, 2004, but effective August 8, 2003.

Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 Noon, New York, New York time (or as set forth in clause (f) below with respect to Same-Day Borrowings), on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Committed Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Royal Bank with the amount of such funds, or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the Administrative Agent by the Borrower; provided, however, that if, on the date of the Committed Borrowing there are L/C Borrowings outstanding, then the proceeds of such Committed Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, and second to the Borrower as provided above. (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of the Interest Period for such Eurodollar Rate Loan. During the existence of a Default or Event of Default, no Loans may be requested as,, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Eurodollar Rate Loan upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to all Committed Borrowings, all conversions of Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than six (6) Interest Periods in effect at any given time with respect to Committed Loans. (f) Notwithstanding anything to the contrary set forth in this Section 2.02, the Borrower may request Committed Borrowings of Committed Loans bearing interest at the Base Rate, in an aggregate amount not to exceed $10,000,000, on a same-day basis, by delivery of a Committed Loan Notice as set forth in clause (a) above to the Administrative Agent by no later than 11:00 a.m. New York, New York time (each, a “Same-Day Borrowing”). Following receipt of a Committed Loan Notice with respect to a Same-Day Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately

(B) If any portion of the Net Cash Proceeds realized by a Loan Party from any Casualty or Condemnation Disposition that constitutes a Triggering Disposition has not been Reinvested within one (1) year from the receipt by such Loan Party of such Net Cash Proceeds (including receipt of any deferred payments for any such Triggering Disposition or portion thereof, if and when received), then on or before the first Business Day following such one year period the Loans shall be prepaid in an amount equal to the portion of the Reduction Amount that is not so Reinvested. (C) Net Cash Proceeds of a Disposition that equal, when aggregated with Net Cash Proceeds of all Dispositions since the Closing Ninth Amendment Effective Date, an amount less than the Threshold Amount shall not be required to be used for mandatory prepayments pursuant to this Section 2.03(b)(i), and to the extent Net Cash Proceeds of a Disposition equal, when aggregated with Net Cash Proceeds of all Dispositions since the Closing Ninth Amendment Effective Date, an amount in excess of the Threshold Amount, only Net Cash Proceeds in excess of the Threshold Amount shall be required to be used for mandatory prepayments pursuant to this Section 2.03(b)(i). (D) Notwithstanding anything to the contrary in clauses (A) and (B) above, the applicable Loan Party shall have an additional one hundred twenty (120) days after the dates referenced in such clauses to make the mandatory prepayments required therein so long as such Loan Party has begun construction or entered into a purchase agreement with respect to the applicable replacement asset prior to such date. (E) Notwithstanding anything to the contrary in clauses (A) and (C) above, an amount equal to the Net Cash Proceeds realized from the closing of the Cardinal Project South Sale shall be applied as a mandatory prepayment in accordance with Section 2.03(b)(ii) below within three (3) Business Days of the receipt thereof by the applicable Loan Party. (ii)(ii) Application of Mandatory Prepayments. If no Default or Event of Default exists, the mandatory prepayments provided for in this Section 2.03(b) shall be applied first, as a payment of all Unreimbursed Amounts then outstanding until paid in full, and second, as a repayment of Revolver Principal Debt, but in each case without a corresponding reduction of the Aggregate Committed Sum. (c) Mandatory Payments/Reductions. If for any reason the Outstanding Amount of all Committed Loans and L/C Obligations under the Facility exceeds the Aggregate Committed Sum, the Borrower shall prepay Committed Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess within three (3) Business Days of such excess occurring. (d) Prepayments: Interest/Consequential Loss. All prepayments under this Section 2.03 shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts due under Section 3.05.

Letters of Credit issued for the account of the Borrower and its Restricted Subsidiaries; provided, that the no L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Outstanding Amount of all L/C Obligations and all Committed Loans would exceed the Aggregate Committed Sum under the Facility, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, would exceed such Lender’s Committed Sum under the Facility, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) The An L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing such Letter of Credit, or any Law applicable to the such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such L/C Issuer shall prohibit, or request that the such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the such L/C Issuer in good xxxxx xxxxx material to it; or (B) the issuance of such Letter of Credit would violate one or more policies of the such L/C Issuer. (iii) The An L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.13(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; or (C) such Letter of Credit is in a face amount less than $100,000, or is to be used for a purpose other than as described in Section 6.12 or is denominated in a currency other than Dollars.

(iv) The No L/C Issuer shall be under no any obligation to amend any a Letter of Credit if (A) the such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) Procedures for Issuance and Amendment of Letters of Credit; Evergreen Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such L/C Letter of Credit Application must be received by the such L/C Issuer and the Administrative Agent not later than 11:00 a.m., New York, New York time, at least two (2) Business Days (or such later date and time as the such L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the such L/C Issuer (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (B) the amount thereof, (C) the expiry date thereof, (D) the name and address of the beneficiary thereof, (E) the documents to be presented by such beneficiary in case of any drawing thereunder, (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, and (G) such other matters as the such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable L/C Issuer (w) the Letter of Credit to be amended, (x) the proposed date of amendment thereof (which shall be a Business Day), (y) the nature of the proposed amendment, and (z) such other matters as the such L/C Issuer may require. (ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the applicable L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit. (iii) If the Borrower so requests in any applicable Letter of Credit Application, the an L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Evergreen Letter of

Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and such Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the an L/C Issuer or the Administrative Agent pursuant to this Section 2.13(c)(i) may be given by telephone if immediately confirmed in writing; provided, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Lender (including the each Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.13(c)(i) make funds available to the Administrative Agent for the account of the applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 2:00 p.m., New York, New York time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.13(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the such L/C Issuer pursuant to Section 2.13(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.13. (iv) Until each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.13(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the such L/C Issuer. (v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.13(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the such L/C Issuer, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the applicable

L/C Issuer for the amount of any payment made by the such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to the Administrative Agent for the account of the an L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.13(c) by the time specified in Section 2.13(c)(ii), the such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the such L/C Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the an L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.13(c)(iv2.13(c)(vi) shall be conclusive absent manifest error. (d) Repayment of Participations. (i) At any time after the an L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.13(c), if the Administrative Agent receives for the account of the such L/C Issuer any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of cash Collateral applied thereto by the Administrative Agent), or any payment of interest thereon, the Administrative Agent will distribute to such Lender its Pro Rata Share thereof in the same funds as those received by the Administrative Agent. (ii) If any payment received by the Administrative Agent for the account of the an L/C Issuer pursuant to Section 2.13(c)(i) is required to be returned, each Lender shall pay to the Administrative Agent for the account of the such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. (e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer Issuers for each drawing under each Letter of Credit, and to repay each L/C Borrowing and each drawing under a Letter of Credit that is refinanced by a Committed Borrowing of Loans, shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto; (ii) the existence of any claim, counterclaim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the an L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; (iv) any payment by the an L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the an L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrower. The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the such L/C Issuer and its correspondents unless such notice is given as aforesaid. (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. No Agent- Related Person nor any of the respective correspondents, participants or assignees of the an L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable, (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the an L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.13(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the an L/C Issuer, and the an L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross negligence or the such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the

terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. (g) Cash Collateral. Upon the request of the Administrative Agent, (i) if the an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing that has not been repaid in full, or (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the then- Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount). In addition, at any time that there shall exist a Defaulting Lender, within one (1) Business Day following the written request of the Administrative Agent or the an L/C Issuer (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the such L/C Issuers’ Issuer’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by such Defaulting Lender). (i) Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the L/C Issuers, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the obligations to which Cash Collateral may be applied. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the L/C Issuers as herein provided (other than Permitted Liens), the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (ii) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.13(g) or Section 2.15 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (iii) Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the an L/C Issuer’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.13(g) following (A) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (B) the determination by the Administrative Agent and the such L/C Issuer that there exists excess Cash Collateral; provided, that, subject to Section 2.15, the Person providing Cash Collateral and the such

(b) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. (c) The Borrower shall indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (d) Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.07 relating to the maintenance of a Participant Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (d). (e) As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 3.01, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (f) (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the

completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(f)(ii)(A), Section 3.01(f)(ii)(B) and Section 3.01(f)(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Borrower: (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent) executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent) whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (I) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty, and (II) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (1) a certificate substantially in the form of the applicable Exhibit H to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”), and (2) executed originals of IRS Form W-8BEN; or (4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS

Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided, that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this AgreementNinth Amendment Effective Date. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. (g) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.01 (including by the payment of additional amounts pursuant to this Section 3.01), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) Capital Requirements. If any Lender or L/C Issuer determines that any Change in Law affecting such Lender or L/C Issuer or any lending office of such Lender or such Lender’s or L/C Issuer’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or L/C Issuer’s capital or on the capital of such Lender’s or L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any L/C Issuer, to a level below that which such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or L/C Issuer’s policies and the policies of such Lender’s or L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company for any such reduction suffered. (c) Certificates for Reimbursement. A certificate of a Lender or L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or L/C Issuer or its holding company, as the case may be, as specified in clause (a) or (b) above and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or L/C Issuer, as the case may be, the amount shown as due on any such certificate within 15 days after receipt thereof.

correct in all respects on and as of such date, (B) no Default or Event of Default, and no “Default” or “Event of Default” as defined in the Existing Credit Agreement, has occurred and is continuing as of such date, (C) since December 31, 2012, there has occurred no material adverse change in the business, assets, liabilities (actual or contingent), operations or condition (financial or otherwise) of the MLP, the Borrower General Partner or the Borrower and its Restricted Subsidiaries, taken as a whole, (D) there is no litigation, investigation or proceeding known to and affecting any Company for which the Borrower is required to give notice pursuant to Section 6.03(c) (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(c) shall be given concurrently with the delivery of the certificate given pursuant to this clause (v)), and (E) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower, any Guarantor, the MLP General Partner or any of their respective properties, that could reasonably be expected to result in a Material Adverse Effect; (vi) a duly completed Compliance Certificate substantially in the form of Exhibit C signed by a Responsible Officer of the Borrower and a Responsible Officer of the MLP demonstrating compliance with Section 7.14 as of the most recent fiscal quarter end; and (vii) a certification from the Borrower’s Chief Financial Officer that the MLP, the Borrower and each Subsidiary thereof are Solvent as of the Closing Date. (b) The Administrative Agent’s receipt of the following, each in form and substance satisfactory to the Administrative Agent: (i) opinions, in form and substance satisfactory to the Administrative Agent, from (A) Sidley Austin LLP, counsel to the Loan Parties, (B) Louisiana counsel to Talen’s Marine & Fuel, LLC, and (C) the internal general counsel to the MLP; (ii) a letter from CT Corporation System, Inc., to accept service of process in the State of New York on behalf of each Loan Party; and (iii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuers or the Required Lenders reasonably may require. (c) Any fees due and payable at the Closing Date shall have been paid. (d) The Borrower shall have paid Attorney Costs of the Administrative Agent to the extent invoiced prior to, or on, the Closing Date. (e) Each Loan Party shall have delivered the following: (i) such Lien searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than

Permitted Liens) or evidence that releases of such other Liens shall be filed contemporaneously with or after the Closing Date; (ii) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements or UCC-3 amendment financing statements, and fees associated with the filing of the Mortgages or amendments to Mortgages (or arrangements satisfactory to the Administrative Agent for payment of such amounts shall have been made); (iii) evidence that the Collateral Agent has been named as loss payee and mortgagee under all policies of casualty insurance pertaining to the Collateral; (iv) certificates evidencing all of the issued and outstanding shares of capital stock pledged pursuant to the Collateral Documents, which certificates shall in each case be accompanied by undated stock powers duly executed in blank, and, with respect to uncertificated securities pledged pursuant to the Collateral Documents, confirmation and evidence satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent for the benefit of the Lenders in accordance with the U.C.C.; (v) an amendment to each Mortgage excluding Buildings and Manufactured (Mobile) Homes from the “Collateral” described therein; (vi) evidence that such other actions that have been requested by the Administrative Agent, the Collateral Agent, or the Lenders, in connection with perfection of the first priority Lien created by the Collateral Documents (except to the extent otherwise permitted hereunder), have been taken; and (v) (A) certificates of title for each of the Vessels, and (B) other information regarding the Collateral requested by the Administrative Agent. Without limiting the generality of the provisions of the last paragraph of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding. Section 4.02 Conditions to all Loans and L/C Credit Extension. The obligation of each Lender to honor any Committed Loan Notice and the obligation of the L/C Issuer Issuers to issue any Letter of Credit, is subject to the following conditions precedent: (a) The representations and warranties of the Companies contained in Article V, or which are contained in any document furnished at any time under or in connection

herewith, including, but not limited to the Collateral Documents, shall be true and correct in all material respects on and as of the date of such Loan is made, continued or converted, as applicable, or such Letter of Credit is issued except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, that for purposes of this Section 4.02, the representations and warranties of the Borrower and the MLP contained in Section 5.05(a) shall be deemed to refer to the most recent financial statements furnished by the MLP and the Borrower pursuant to Section 6.01. (b) No Default or Event of Default shall exist or would result from such proposed Loan, continuation or conversion, or L/C Credit Extension. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension and, if applicable, a Letter of Credit Application in accordance with the requirements hereof. (d) If the proceeds of the Loan will be used to fund in whole or in part an Acquisition or Investment (other than an Investment in an existing Restricted Subsidiary or a Permitted Joint Venture) and the purchase price for such Acquisition or Investment, when aggregated with the purchase price for all other Acquisitions and Investments (other than Investments in such Restricted Subsidiaries and Permitted Joint Ventures) made by the MLP, the Borrower and the Restricted Subsidiaries during the twelve-month period ending on the date of such Acquisition or Investment, exceeds an amount equal to $50,000,000, then not less than five (5) Business Days (or such shorter period as may be determined by the Administrative Agent) prior to the closing of such Acquisition or Investment, the Borrower shall (i) in the case of an Investment in equity interests, or an Acquisition of all or substantially all of the assets of a Person or of all or substantially all of the assets of a business unit of a Person, deliver historical financial statements of the acquisition target (to the extent available and which may be unaudited financial statements, so long as such financial statements are otherwise in form and substance reasonably satisfactory to the Administrative Agent), and (ii) deliver to the Administrative Agent pro forma financial statements acceptable to the Administrative Agent and a certificate of a Responsible Officer of the Borrower demonstrating pro forma compliance with Section 7.14 as of the closing of such Acquisition or Investment after giving effect thereto and after giving effect to any Indebtedness (including Obligations) incurred in connection therewith. (e) In case of any Inventory Financing Sublimit Borrowing, (i) all of the Petroleum Products to which such Inventory Financing Sublimit Borrowing relates (the “New Financed Inventory”) shall constitute Eligible Inventory, (ii) the price risk relating to such New Financed Inventory shall have been fully hedged pursuant to a Swap Contract or sold forward pursuant to a sales contract (subject to immaterial deficiencies described in Section 6.19(b)) and (iii) the Borrower shall have delivered to the Administrative Agent a Committed Loan Notice (Financed Inventory), whereby the Borrower certifies (A) as to the clauses (i) and (ii) above, and (B) that the principal amount of such Inventory Financing Sublimit Borrowing does not exceed an amount equal to the product of (a) 90% and (b) an amount equal to the sum of (in each case, as determined as of such Inventory Financing Sublimit Borrowing Base Date) (x) the Sale Value of Financed Eligible Inventory that is subject to sales contracts, plus (y) the Hedged Value of Financed Eligible Inventory that is not subject to sales contracts, minus (z) all storage,

Liens on its assets to the extent that the granting of such Liens would have an adverse tax effect on the Companies; (v) the Borrower shall not be required to xxxxx x Xxxx on any asset that could result in the contravention of applicable law, unless such applicable law would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the U.C.C. (or any successor provision or provisions); provided, that this clause (v) shall not prohibit the grant of a Lien or a provision of a Guaranty at such time as the legal prohibition shall no longer be applicable and to the extent severable (which Lien shall attach immediately to any portion not subject to the prohibitions specified above); (vi) the Loan Parties shall not be required to grant Liens on any real or personal property (including any Vessel, Building or Manufactured (Mobile) Home) to the extent that all such property has an aggregate fair market value of less than $25,000,000 at all times; provided, that this clause (a)(vi) shall not apply to any real or personal property listed on Schedule 4.01; (vii) in the case of the Acquisition of assets by a Loan Party after the Closing Date, upon request made by the Borrower, the Administrative Agent may extend the time period for compliance with this Section 6.16 and Section 6.14 for a period of up to sixty (60) days after the date of such Acquisition (or such later date as the Administrative Agent shall agree in its sole discretion); (viii) the Borrower shall not be required to xxxxx x Xxxx on any asset with respect to which the Administrative Agent determines in its sole discretion the costs of obtaining such Lien are excessive in relation to the value of the security to be afforded thereby; and (ix) no Loan Party shall be required to xxxxx x Xxxx on the equity interests in any Unrestricted Subsidiary. (b) In connection with the actions required pursuant to this Section 6.16, (i) the Borrower and the MLP shall, and shall cause each applicable Subsidiary of the Borrower and the MLP to, execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title opinions, title insurance, evidence of insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, in each case as shall be reasonably requested by the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, and (ii) the applicable Loan Party shall, prior to delivering any Mortgage securing Buildings or Manufactured (Mobile) Homes, or any amendment of or supplement to any Mortgage adding Buildings or Manufactured (Mobile) Homes as “Collateral” defined therein, deliver to the Administrative Agent (A) a standard flood hazard determination with respect to the real property subject to such Mortgage, and (B) if such real property is located in a special flood hazard area, (1) confirmation of receipt by the Borrower and any applicable Loan Party of notice from the Administrative Agent as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance

(b) Liens listed on Schedule 7.01, and any renewals or extensions thereof, provided, that (i) the amount of the Indebtedness secured thereby is not increased, and (ii) any of the Indebtedness thereby secured is permitted by Section 7.04(e) or (gf); (c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which (i) are described in any title policy delivered with respect to the Collateral, or (ii) do not materially interfere with the ordinary conduct of the business of the applicable Person; (h) judgment Liens not giving rise to an Event of Default; (i) any Lien existing on any asset (other than stock of a Restricted Subsidiary) prior to acquisition thereof by the Borrower or a Restricted Subsidiary, and not created in contemplation of such acquisition, provided, that (i) no such Lien shall be extended to cover property other than the asset being acquired, and (ii) the Indebtedness thereby secured is permitted by Section 7.04(e) or (gf); (j) Liens securing Capital Lease obligations, provided, that the Indebtedness in respect of such Capital Lease is permitted under Section 7.04(e) or (gf); (k) Purchase purchase money Liens upon or in any property acquired by Borrower or any of its Restricted Subsidiaries to secure the deferred portion of the purchase price of such property or to secure Indebtedness incurred to finance the acquisition of such property and refinancings, renewals and extensions of such Liens, provided, that (i) no such Lien shall be extended to cover property other than the property being acquired and the proceeds, products and replacements thereof, and (ii) the Indebtedness thereby secured is permitted by Section 7.04(e) or (gf); (l) Liens reserved in or exercisable under any lease or sublease to which the Borrower or a Restricted Subsidiary is a lessee which secure the payment of rent or compliance

with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue for a period of thirty (30) days; (m) any interest or title of a lessor under any lease entered into by the Borrower or any Restricted Subsidiary in the ordinary course of its business and covering only the assets so leased; (n) Liens, incurred in the ordinary course of business in connection with margin requirements under Swap Contracts, on cash and cash equivalents Cash Equivalents not to exceed in value in the aggregate $500,000 at any time outstanding; (o) interests of lessees in leases under which such Person is a lessor, provided such leaseholds are otherwise not prohibited by the terms of this Agreement; (p) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the MLP, the Borrower or any Restricted Subsidiary on deposit with or in possession of such bank; (q) Liens represented by the escrow of cash or Cash Equivalents, and the earnings thereon, securing the obligations of the Borrower or any of its Restricted Subsidiaries under any agreement to acquire, or pursuant to which it acquired property, securing the obligations of the Borrower or any of its Restricted Subsidiaries to the seller of such property under any agreement pursuant to which the Borrower or any of its Restricted Subsidiaries may acquire such property; (r) Liens on Non-Pledgeable Collateral, provided, that the Indebtedness thereby secured is permitted by Section 7.04(e) or (gf); (s) Liens reserved in customary oil, gas and/or mineral leases for royalties, bonus or rental payments and for compliance with the terms of such leases and Liens reserved in customary operating agreements, farm-out and farm-in agreements, exploration agreements, development agreements and other similar agreements for compliance with the terms of such agreements, to the extent that (i) any such Lien referred to in this clause (s) does not materially impair the use or value of the property subject to such Lien for the purposes for which such property is held, and (ii) in the case of customary operating agreements, farm-out and farm-in agreements, exploration agreements, development agreements and other similar agreements, the amount of any obligations secured thereby that are delinquent, that are not diligently contested in good faith and for which adequate reserves are not maintained by the applicable Company do not exceed, at any time outstanding, the amount owing by such Company, for ninety (90) days’ billed operating expenses or other expenditures attributable to such entity’s interest in the property covered thereby; and (t) Liens in favor of Qualified Factors on Factoring Transaction Assets to secure obligations in connection with Permitted Factoring Transactions. (t) Liens not otherwise permitted hereunder securing obligations or liabilities of the Borrower or any of its Restricted Subsidiaries in the aggregate amount not to exceed $5,000,000.

their Subsidiaries and (y) $200,000,000 125,000,000 (as such amount may be increased on a dollar-for-dollar basis by Returned Capital with respect to any such Investment); provided that, (I) the Borrower or the applicable Loan Party shall have pledged its equity interests in West Texas LPG to the Collateral Agent in accordance with Section 6.16; and (II) with respect to any Investment in a Permitted Joint Venture (other than the Initial WTP Investment)South Texas Land Transfers) or Unrestricted Subsidiary, at the time that such Investment is made and after giving effect thereto, the Aggregate Committed Sum then in effect less the aggregate Outstanding Amount of all Committed Loans and L/C Obligations shall be equal to or greater than $50,000,000; and (D) with respect to any Investment in an amount in excess of $25,000,000, the Borrower shall deliver to the Administrative Agent at the time such Investment is made a certificate demonstrating compliance with this Section 7.02(a)(viii) and Section 7.02(b);and (ix) Investments by the Borrower and its Restricted Subsidiaries in Unrestricted Subsidiaries, provided, that: (ix) Investments in Permitted Joint Ventures constituting the South Texas Land Transfers; and (A) the Loan Parties shall be in pro forma compliance with the covenants set forth in this Section 7.02 and Section 7.14 at the time that such Investment is made and after giving effect thereto; (B) the aggregate outstanding amount of Investments made after the Closing Date in Unrestricted Subsidiaries shall not exceed $25,000,000 (as such amount may be increased on a dollar-for-dollar basis by Returned Capital with respect to any such Investment); (C) the Borrower shall deliver to the Administrative Agent at the time such Investment is made a certificate demonstrating compliance with this Section 7.02(a)(ix) and Section 7.02(b); and (x) Investments by the Borrower in MET in an aggregate amount not to exceed $25,000,000; or (x) (xi)Investments by the Borrower and its Restricted Subsidiaries (other than Investments referenced in clauses (i) through (viiiix) above) in an aggregate amount not to exceed $2,000,00015,000,000. (b) Make any Acquisition, or acquisition of the capital stock or securities of another Person, unless (i) after giving effect thereto, (A) the Borrower is in pro forma compliance with Section 7.14 (tested as of the last day of the most recent fiscal quarter for which financial statements are available), and (B) unfunded Commitments of at least $30,000,000 50,000,000 then exist, and (ii) if any such Acquisition or Investment results in the ownership of assets located outside the United States or equity interests in any Person that is not a Domestic

as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreements, Lender Swap Parties). (b) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreement, Lender Swap Parties). (c) Except to the extent unanimity (or other percentage set forth in Section 10.01) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, and except to the extent unanimity (or other percentage set forth in Section 10.01) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (e) Neither the Administrative Agent nor the Collateral Agent shall have any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists, is owned by any Loan Party, is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent or the Collateral Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising any of the Rights granted or available to the Administrative Agent or the Collateral Agent in this Section 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent or the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s or the Collateral Agent’s own interest in the Collateral as one of the Lenders and that neither the Administrative Agent nor the Collateral Agent shall have any duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (f) The Lenders hereby irrevocably authorize each of the Administrative Agent and the Collateral Agent, at its option and discretion, to release any Lien granted to or held by the Administrative Agent or the Collateral Agent upon any Collateral (i) constituting property in which no Loan Party owned an interest at the time the Lien was granted or at any time thereafter, (ii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Loan Party to be, renewed, and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent or the Collateral

Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default. If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor administrative agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Section 10.03 and Section 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. (b) The Collateral Agent may resign as Collateral Agent upon thirty (30) days’ notice to the Lenders with a copy of such notice to the Borrower. If the Collateral Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor collateral agent for the Lenders which successor collateral agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default. If no successor collateral agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent may appoint, after consulting with the Lenders and the Borrower, a successor collateral agent from among the Lenders. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent and the term “Collateral Agent” shall mean such successor collateral agent and the retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be terminated. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Article IX and Section 10.03 and Section 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. If no successor collateral agent has accepted appointment as Collateral Agent by the date which is thirty (30) days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. (c) If the Collateral Agent deems it necessary or advisable to appoint a substitute Collateral Agent that qualifies as citizen of the United States under Section 2 of the Shipping Act of 1916, as amended and then in effect, then the Collateral Agent shall appoint a substitute Collateral Agent. Each Lender that qualifies to serve as Collateral Agent pursuant to this Section 9.10 agrees to accept appointment as Collateral Agent.

(v) change Section 2.03(e), Section 2.05, Section 2.11 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; (vi) except as otherwise permitted under this Agreement, release all or substantially all of the Collateral or release any Guarantor from a Guaranty without the written consent of each Lender; or (vii) amend this Section, or any provision herein providing for unanimous consent or other action by all the Lenders, without the written consent of each Lender. and, provided further, that (xw) no amendment, waiver or consent shall, unless in writing and signed by the affected L/C Issuer in addition to the Required Lenders or all the Lenders, as the case may be, affect the rights or duties of the such L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it, (yx) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Required Lenders or all the Lenders, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, and (z(y) the Agent/Arranger Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, and (z) only the Borrower and the Administrative Agent are required to consent to Replacement Rate Amendments. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment or Loans of such Lender may not be increased or extended or the principal owed to such Lender reduced or the final maturity thereof extended without the consent of such Lender. (b) [Reserved] (b) [reserved]. (c) Upon any sale, transfer or disposition of Collateral which is permitted pursuant to the Loan Documents, and upon ten (10) Business Days’ (or such shorter period as may be determined by the Administrative Agent) prior written request by the Borrower (which request must be accompanied by (i) the following, except as otherwise agreed by the Administrative Agent, (A) true and correct copies of all material documents of transfer or disposition, including any contract of sale, (B) a preliminary closing statement and instructions to the title company, if any, (C) all requested release instruments in form and substance satisfactory to the Administrative Agent), and (ii) if required, written consent of the requisite Lenders, the Administrative Agent (or the Collateral Agent, as applicable) shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of Liens granted to the Collateral Agent for the benefit of the Lenders and the Lender Swap Parties pursuant hereto in such Collateral. Neither the Administrative Agent nor the Collateral Agent shall be required to execute any release instruments on terms which, in the Administrative Agent’s or the Collateral Agent’s opinion, would expose the Administrative Agent or the Collateral Agent to liability or create any obligation or entail any consequence other

clause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows: (i) if to the Borrower, any Guarantor, the Administrative Agent, the Collateral Agent or the an L/C Issuer, to the address (or telecopier number) set forth on Schedule 10.02; and (ii) if to a Lender, to it at its address (or telecopier number) set forth in its Administrative Questionnaire. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received, and notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in clause (b) below shall be effective as provided in said clause (b). (b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided, that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided, that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided, that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. (c) Change of Address, Etc. Any party hereto may change its address or telecopier number for notices and other communications hereunder by notice to the other parties hereto. (d) Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of the Borrower, even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent- Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the

Subject to acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 3.04 and Section 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section. (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (d) Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the any L/C Issuer or any other Lender, sell participations to any Person (other than a natural person , a Disqualified Lender or the MLP or Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participation in L/C Obligations) owing to it); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that would (x) postpone any date upon which any payment of money is scheduled to be paid to such Participant, (y) reduce the principal, interest, fees or other amounts payable to such Participant, or (z) release the MLP from its Guaranty. Subject to clause (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Section 3.01, Section 3.04 and

Section 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section; provided, that such Participant agrees to be subject to the provisions of Section 3.07 and Section 3.06 as if it were an assignee under clause (b) of this Section, and shall not be entitled to receive any greater payment under Section 3.01 or Section 3.04, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.07 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender, provided such Participant agrees to be subject to Section 2.10 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank; provided, that no such pledge or assignment shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (f) If the consent of the Borrower to an assignment or to an Eligible Assignee is required hereunder (including a consent to an assignment which does not meet the minimum assignment threshold specified in clause (i) of the proviso to the first sentence of Section 10.07(b)), the Borrower shall be deemed to have given its consent five Business Days after the date notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth Business Day. (g) Notwithstanding anything to the contrary contained herein, if at any time Royal Bank any L/C Issuer assigns all of its Commitment and Loans pursuant to clause (b) above, Royal Bank such L/C Issuer may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided,

GIVING EFFECT TO ITS CONFLICTS OF LAW RULES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW) AND APPLICABLE FEDERAL LAW, AND THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) THE MLP, THE BORROWER, ANY OTHER PARTY HERETO, AND EACH GUARANTOR, BY EXECUTION OF A GUARANTY, AGREES AS TO THIS SECTION 10.15(b). ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE MLP, THE BORROWER, THE ADMINISTRATIVE AGENT, THE L/C ISSUER ISSUERS AND THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE MLP, THE BORROWER, THE ADMINISTRATIVE AGENT, THE L/C ISSUER ISSUERS AND THE LENDERS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE MLP, THE BORROWER, THE ADMINISTRATIVE AGENT, THE L/C ISSUER ISSUERS AND THE LENDERS EACH WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, AND CONSENT TO THE SERVICE OF PROCESS IN ANY SUCH LEGAL ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS SET FORTH IN SCHEDULE 10.02, SUCH SERVICE TO BECOME EFFECTIVE TEN DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE L/C ISSUER ISSUERS OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE MLP, THE BORROWER, AND EACH GUARANTOR, BY ITS EXECUTION OF A GUARANTY, HEREBY IRREVOCABLY APPOINTS CT CORPORATION SYSTEM, WITH AN ADDRESS AT 000 XXXXXX XXXXXX, 00XX XXXXX, XXX XXXX, XXX XXXX 00000 (THE “NEW YORK PROCESS AGENT”) AS PROCESS AGENT IN ITS NAME, PLACE AND STEAD TO RECEIVE AND FORWARD SERVICE OF ANY AND ALL WRITS, SUMMONSES AND OTHER LEGAL PROCESS IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE STATE OF NEW YORK, AGREES THAT SUCH SERVICE IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE UPON THE NEW YORK PROCESS AGENT, AND AGREES TO TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO CONTINUE SAID APPOINTMENT IN FULL FORCE AND EFFECT. Section 10.16 Waiver of Right to Trial by Jury, Etc. EACH PARTY TO THIS AGREEMENT AND EACH GUARANTOR, BY EXECUTION OF A GUARANTY, HEREBY (a) EXPRESSLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES TO THE LOAN DOCUMENTS OR ANY OF THEM

XXXXXX MIDSTREAM PARTNERS L.P., a Delaware limited partnership, as a Guarantor By: XXXXXX MIDSTREAM GP LLC, its General Partner By: Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

XXXXXX OPERATING GP LLC, a Delaware limited liability company, as a Guarantor By: XXXXXX MIDSTREAM PARTNERS L.P., its Sole Member By: XXXXXX MIDSTREAM GP LLC, its General Partner By: Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

XXXXXX MIDSTREAM FINANCE CORP., a Delaware corporation, as a Guarantor Executive Vice President and Chief Financial Officer [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

REDBIRD GAS STORAGE LLC, a Delaware limited liability company, as a Guarantor By: Xxxxxx X. Xxxxxxxxx Executive Vice President and Chief Financial Officer [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

MOP MIDSTREAM HOLDINGS LLC, a Delaware limited liability company, as a Guarantor By: By: Name: Xxxxxx X. Xxxxxxxxx Xxxxxx X. BondurantTitle: Executive Vice President and Chief Financial Officer [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

TALEN’S MARINE & FUEL, LLC, a Louisiana limited liability company, as a Guarantor By: Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

CARDINAL GAS STORAGE PARTNERS LLC, a Delaware limited liability company, as a Guarantor By: _______________________________________ Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

XXXXXX TRANSPORT, INC., a Texas corporation, as a Guarantor By: _______________________________________ Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent By: Name: Xxxxxx Xxxxx Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

Manager, AgencyROYAL BANK OF CANADA, as a Lender and as an L/C Issuer By: Xxxxx X. York Name: Title: Authorized Signatory [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

XXXXX FARGO BANK, N.A., as as Syndication Agent, a Lender and an L/C Issuer By: Name: Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

REGIONS BANK, as a Lender By: Name: Title: ABN AMRO CAPITAL USA LLC, as a Lender By: Name: Title: By: Name: Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

BANK OF AMERICA, N.A., as a Lender By: Name: Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

COMPASS BANK, as a Lender By: Name: Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

BBVA USA, [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

SUNTRUST BANK, as a Lender By: Name: Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

CADENCE BANK, N.A., as a Lender By: Name: Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

COMERICA BANK, [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

CITIBANK, N.A., as a Lender By: Name: Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

NATIXIS, NEW YORK BRANCH [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

COMERICA BANK, as a Lender and an L/C Issuer By: Name: Title: NATIXIS, as a Lender By: Name: Title: By: Name: Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

SUMITOMO MITSUI BANKING ORPORATION, as a Lender By: Name: Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

BRANCH BANKING AND TRUST COMPANY, as a Lender By: Name: Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: Name: Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

CIT FINANCE LLC, as a Lender By: Name: Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

ONEWEST BANK, N.A., as a Lender By: Name: Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

XXXXXXX XXXXX BANK, N.A., as a Lender By: Name: Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

SANTANDER BANK, N.A., as a Lender By: Name: Title: By: Name: Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

WHITNEY BANK, as a Lender By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender By: Name: Title: By: Name: Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

BNP PARIBAS, as a Lender By: Name: Title: By: Name: Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

XXXXXXX XXXXX WOODFOREST NATIONAL BANK USA, as a Lender By: Name: Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – XXXXXX OPERATING PARTNERSHIP L.P.]

SOCIÉTÉ GÉNÉRALE, as a Lender By: Name: Title: XXXXXX XXXXXXX BANK, N.A., as a Lender By: Name: Title: PNC BANK, NATIONAL ASSOCIATION, as a Lender By: Name: Title: Annex I SCHEDULE 1.01(a) APPLICABLE RATE Pricing Level Leverage Ratio Applicable Applicable Commitment Rate for Rate for Base Fee (bps) Eurodollar Rate Loans Rate (bps) Loans/Letter of Credit Fees (bps) 1 < 3.00x 200225 100125 3037.5 2 ≥ ≥ 3.00x but < 3.50x 225250 125150 37.5 SCHEDULE 1.01(a)

3 ≥ ≥ 3.50x but < 4.00x 250275 150175 37.550 4 ≥ ≥ 4.00x but < 4.50x 275300 175200 50 5 ≥ ≥ 4.50x but < 5.00x 300325 200225 50 6 ≥ ≥ 5.00x 325350 225250 50 SCHEDULE 1.01(a)

Annex II SCHEDULE 2.01 COMMITTED SUMS Lender Committed Sum Pro Rata Share Royal Bank of Canada $37,625,418.06$38,000,000.00 7.00000000%9.00000000% Xxxxx Fargo Bank, N.A. $37,625,418.06$38,000,000.00 7.52508361%9.50000000% ABN AMRO Capital USA LLC $37,625,418.06$38,000,000.00 7.52508361%9.00000000% Regions Bank of America, N.A. $37,625,418.06$38,000,000.00 7.52508361%9.50000000% BNP Paribas $30,100,334.45 6.02006689% Capital One, National Association $30,100,334.45$38,000,000.00 6.02006689%9.50000000% BBVA USA $38,000,000.00 9.00000000% Deutsche Bank AG Natixis, New $30,100,334.45$38,000,000.00 York Branch 6.02006689%9.50000000% NatixisBNP Paribas $30,100,334.45$34,000,000.00 6.02006689%8.00000000% SunTrust Bank $30,100,334.45 6.00000000% Bank of America, N.A. $26,337,792.64 5.00000000% Branch Banking and Trust Company $26,337,792.64 5.00000000% Compass Bank $26,337,792.64 5.00000000% Comerica Bank $26,337,792.64$34,000,000.00 5.26755853%8.00000000% Cadence Bank, N.A. $20,484,949.84$25,000,000.00 4.09698997%6.25000000% Sumitomo Mitsui Branch Banking $20,484,949.84$21,000,000.00 Corporationand Trust Company 4.09698997%5.25000000% Xxxxxxx Xxxxx Woodforest National $18,812,709.03$20,000,000.00 BankUSA 3.00000000%5.00000000% PNC Bank, National Association $18,812,709.03 3.76254181% SCHEDULE 2.01

Lender Committed Sum Pro Rata Share Xxxxxxx Xxxxx Bank, N.A. $15,050,167.21 3.01003344% $500,000,000.00 $400,000,000.00 100.00000000% Total: SCHEDULE 2.01