EX-10.72

EX-10.72 78 d146310dex1072.htm EX-10.72 EX-10.72

Exhibit 10.72

Certain identified information has been omitted from this document because (i) it is not material and is the type that the Company customarily and actually treats as private or confidential, and/or (ii) if disclosure would constitute a clearly unwarranted invasion of personal privacy and has been marked with “[***]” to indicate where omissions have been made.

Execution Version

CREDIT FACILITY AGREEMENT

VENTURE GLOBAL CALCASIEU PASS, LLC,

as Borrower,

TRANSCAMERON PIPELINE, LLC,

as Guarantor,

THE LENDERS PARTY HERETO FROM TIME TO TIME,

as Lenders,

THE ISSUING BANKS HERETO FROM TIME TO TIME,

as Issuing Banks,

and

NATIXIS, NEW YORK BRANCH,

as Credit Facility Agent

and

solely for purposes of Section 3.06,

MIZUHO BANK (USA),

as Collateral Agent

Dated as of August 19, 2019

TABLE OF CONTENTS


		Page
ARTICLE I DEFINITIONS AND INTERPRETATION			2

Section 1.01	Defined Terms		2
Section 1.02	Principles of Interpretation		2
Section 1.03	UCC Terms		2
Section 1.04	Accounting and Financial Determinations		2
Section 1.05	Designations		2

ARTICLE II COMMITMENTS AND ADVANCES			3

Section 2.01	Term Loans		3
Section 2.02	Term Loan Availability		4
Section 2.03	Working Capital Loans		4
Section 2.04	Working Capital Loan Availability		5
Section 2.05	Procedures for Requesting Advances		6
Section 2.06	Funding		8
Section 2.07	Termination or Reduction of Commitments		10
Section 2.08	[Reserved]		12
Section 2.09	Incremental Commitments		12
Section 2.10	Use of Proceeds		13

ARTICLE III LETTERS OF CREDIT			14

Section 3.01	Letters of Credit		14
Section 3.02	Reimbursement to Issuing Banks		18
Section 3.03	Obligations Absolute		20
Section 3.04	Liability of the Issuing Banks and the Working Capital Lenders		20
Section 3.05	Resignation as an Issuing Bank		21
Section 3.06	Non-Fronted Letters of Credit		21
Section 3.07	Reinstatement of Letters of Credit		22

ARTICLE IV REPAYMENTS, PREPAYMENTS, INTEREST AND FEES			22

Section 4.01	Repayment of Term Loan Advances		22
Section 4.02	Repayment of LC Loans		23
Section 4.03	Repayment of Working Capital Advances		23
Section 4.04	Interest Payment Dates		23
Section 4.05	Interest Rates		24
Section 4.06	Conversion Options		25
Section 4.07	Post-Maturity Interest Rates; Default Interest Rates		25
Section 4.08	Interest Rate Determination		25
Section 4.09	Computation of Interest and Fees		26
Section 4.10	Terms of All Prepayments		26
Section 4.11	Voluntary Prepayment		26


Section 4.12	Mandatory Prepayment	27
Section 4.13	Time and Place of Payments	28
Section 4.14	Advances and Payments Generally	29
Section 4.15	Fees	29
Section 4.16	Pro Rata Treatment	30
Section 4.17	Sharing of Payments	31
Section 4.18	Defaulting Lenders	32

ARTICLE V LIBOR AND TAX PROVISIONS		34

Section 5.01	LIBOR Lending Unlawful	34
Section 5.02	Inability to Determine LIBOR	34
Section 5.03	Increased Costs	35
Section 5.04	Obligation to Mitigate	36
Section 5.05	Funding Losses	36
Section 5.06	Taxes	37
Section 5.07	Effect of Benchmark Transition Event	37

ARTICLE VI REPRESENTATIONS AND WARRANTIES		38

Section 6.01	Incorporation of Common Terms Agreement	38

ARTICLE VII CONDITIONS PRECEDENT		38

Section 7.01	Conditions to Closing	38
Section 7.02	Conditions to Each Term Loan Advance	38
Section 7.03	Conditions to Each Working Capital Advance	38
Section 7.04	Conditions to Occurrence of the Project Completion Date	39

ARTICLE VIII COVENANTS		39

Section 8.01	Covenants	39

ARTICLE IX DEFAULT AND ENFORCEMENT		39

Section 9.01	Events of Default	39
Section 9.02	Acceleration Upon Bankruptcy	39
Section 9.03	Action Upon Event of Default	40
Section 9.04	Cash Collateralization of Letters of Credit.	41
Section 9.05	Application of Proceeds	41

ARTICLE X THE CREDIT FACILITY AGENT		41

Section 10.01	Appointment and Authority	41
Section 10.02	Rights as a Facility Lender or Hedging Bank	43
Section 10.03	Exculpatory Provisions	43
Section 10.04	Reliance by Credit Facility Agent	45
Section 10.05	Delegation of Duties	45


Section 10.06	Indemnification by the Lenders	46
Section 10.07	Resignation or Removal of Credit Facility Agent	46
Section 10.08	No Amendment to Duties of Credit Facility Agent Without Consent	48
Section 10.09	Non-Reliance on Credit Facility Agent, Lenders	48
Section 10.10	No Initial Coordinating Lead Arranger, Coordinating Lead Arranger or Documentation Bank Duties	48
Section 10.11	Copies	48
Section 10.12	General Provisions as to Payments	49
Section 10.13	Agreement to Comply with Finance Documents	49

ARTICLE XI MISCELLANEOUS PROVISIONS		50

Section 11.01	Decisions; Amendments, Etc.	50
Section 11.02	Entire Agreement	53
Section 11.03	Applicable Government Rule; Jurisdiction; Etc.	53
Section 11.04	Assignments	54
Section 11.05	Benefits of Agreement	60
Section 11.06	Counterparts; Effectiveness	60
Section 11.07	Indemnification by the Borrower	60
Section 11.08	Interest Rate Limitation	61
Section 11.09	No Waiver; Cumulative Remedies	61
Section 11.10	Notices and Other Communications	61
Section 11.11	USA Patriot Act Notice	62
Section 11.12	Payments Set Aside	62
Section 11.13	Right of Set-Off	63
Section 11.14	Severability	63
Section 11.15	Survival	63
Section 11.16	Treatment of Certain Information; Confidentiality	64
Section 11.17	Waiver of Consequential Damages, Etc.	64
Section 11.18	Waiver of Litigation Payments	64
Section 11.19	Reinstatement	64
Section 11.20	No Recourse	64
Section 11.21	Intercreditor Agreement	65
Section 11.22	Termination	65
Section 11.23	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	65


SCHEDULES
Schedule I		- Lenders, Commitments
Schedule II		- Issuing Bank Limits
Schedule III		- Amortization Schedule
Schedule IV		- Credit Facility Agent Account Details

iii


EXHIBITS
Exhibit A		- Definitions
Exhibit B-1		- Form of Term Loan Note
Exhibit B-2		- Form of Working Capital Note
Exhibit C		- [Reserved]
Exhibit D		- [Reserved]
Exhibit E-1		- Form of Letter of Credit – TETCO
Exhibit E-2		- Form of Letter of Credit – ANR
Exhibit E-3		- Form of Letter of Credit – EnLink
Exhibit F		- Form of Interest Period Notice
Exhibit G		- Form of Lender Assignment Agreement

CREDIT FACILITY AGREEMENT

This CREDIT FACILITY AGREEMENT, dated as of August 19, 2019 (the “Credit Facility Agreement” or this “Agreement”), is made among:

VENTURE GLOBAL CALCASIEU PASS, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”),

TRANSCAMERON PIPELINE, LLC, a limited liability company organized under the laws of the State of Delaware (the “Guarantor”),

NATIXIS, NEW YORK BRANCH, in its capacity as administrative agent for the Lenders and Issuing Banks hereunder (and, together with each other Person that may, from time to time, be appointed as successor Credit Facility Agent in accordance with Section 10.07 (Resignation or Removal of Credit Facility Agent), the “Credit Facility Agent”),

Solely for purposes of Section 3.06, MIZUHO BANK (USA), as the Collateral Agent (the “Collateral Agent”),

Each of the Issuing Banks party hereto from time to time, and

Each of the Lenders party hereto from time to time.

WHEREAS, the Borrower intends to engage in the Development;

WHEREAS, the Borrower has requested that (i) the Working Capital Lenders and the Issuing Banks establish a working capital credit facility in order to provide loans and letters of credit which are to be used by, or otherwise be issued for the account of, the Obligors, as set forth herein and in the other Finance Documents (the “Working Capital Facility”) and (ii) the Term Lenders establish a credit facility in order to provide funds which are to be used to partially finance the Development through the payment of Project Costs and otherwise, as set forth herein and in the other Finance Documents;

WHEREAS, pursuant to that certain Assignment of Intercompany Loan Agreement, dated as of the date hereof, by and between the Borrower, the Guarantor, the Sponsor and the Credit Facility Agent, the Sponsor has assigned to the Credit Facility Agent all of its right, title and interest in and to that certain Intercompany Loan Agreement, dated as of March 29, 2019, by and between the Sponsor, as lender, and the Borrower, as Borrower (the “Intercompany Loan Agreement”), and the loans to the Borrower made thereunder in the principal amount of up to $150,000,000; and

WHEREAS, the Borrower, the Guarantor, the Credit Facility Agent, Working Capital Lenders, the Issuing Banks, the Term Lenders and, solely for purposes of Section 3.06 hereof, desire to amend and restate the Intecompany Loan Agreement to make such credit facilities available upon and subject to the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby amend and restate the Intercompany Loan Agreement in its entirety and agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.01 Defined Terms. Unless otherwise defined in Exhibit A, capitalized terms used in this Agreement (including the preamble hereto) shall have the meanings provided in Section 1.3 (Definitions) of Schedule A (Common Definitions and Rules of Interpretation) of the Common Terms Agreement.

Section 1.02 Principles of Interpretation. Unless otherwise provided herein, this Agreement shall be governed by the principles of interpretation provided in Section 1.2 (Interpretation) of Schedule A (Common Definitions and Rules of Interpretation) of the Common Terms Agreement, mutatis mutandis.

Section 1.03 UCC Terms. Unless otherwise defined herein or in Schedule A (Common Definitions and Rules of Interpretation) of the Common Terms Agreement, terms used herein that are defined in the UCC shall have the respective meanings given to those terms in the UCC.

Section 1.04 Accounting and Financial Determinations. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Borrower notifies the Intercreditor Agent and the Credit Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of, or calculation of compliance with, such provision so as to preserve the original intent thereof in light of such change in GAAP (or if the Intercreditor Agent and Credit Facility Agent, as the case may be, notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such provision has been amended in accordance herewith.

Section 1.05 Designations. This Agreement is a Facility Agreement and a Senior Debt Instrument, the Term Lenders, Working Capital Lenders and Issuing Banks in this Agreement are Senior Creditors and the Credit Facility Agent is the Senior Creditor Group Representative of the Term Lenders, the Working Capital Lenders and the Issuing Banks, in each case under the Finance Documents.

ARTICLE II

COMMITMENTS AND ADVANCES

On the terms, subject to the conditions and relying upon the representations and warranties herein set forth:

Section 2.01 Term Loans. (a) Each Term Lender, severally and not jointly, shall make Term Loans to the Borrower: (i) in an aggregate principal amount not in excess of the Base Term Loan Commitments of such Term Lender, if any, from time to time during the Term Loan Availability Period but not more frequently than as permitted under Section 2.05 (Procedures for Requesting Advances) for use in accordance with Section 2.10(a)(i) (Use of Proceeds); and (ii) in an aggregate principal amount not in excess of the Contingency Reserve Term Loan Commitments of such Term Lender, if any, from time to time during the Term Loan Availability Period but not more frequently than as permitted under Section 2.05 (Procedures for Requesting Advances) for use in accordance with Section 2.10(a)(ii) (Use of Proceeds); provided that, after giving effect to the making of any Term Loans, the aggregate outstanding principal amount of all Term Loans shall not exceed the Aggregate Term Loan Commitments. The aggregate amount of the Base Term Loan Commitments as of the Closing Date is $[***], and the aggregate amount of the Contingency Reserve Term Loan Commitments as of the Closing Date is $[***].

(b) Each Term Loan Advance shall be in an amount specified in the relevant Disbursement Request.

(c) Except as set forth in clause (d) below, proceeds of the Term Loans shall be deposited into the Construction Account in accordance with Section 4.5(a) (Deposits and Withdrawals – Disbursements of Senior Debt) of the Common Security and Account Agreement. The Obligors shall not request or apply any portion of any Term Loan other than in accordance with this Section 2.1 (Term Loans), Sections 2.02 (Term Loan Availability) and 2.10 (Use of Proceeds) of this Agreement and Sections 2.3 (Disbursement Procedures), 2.4 (Pro Rata Advances), 2.6 (Currency) and 12.1 (Use of Proceeds) of the Common Terms Agreement. Neither the Credit Facility Agent nor the Term Lenders are under any obligation hereunder to inquire into or verify the application of any Term Loan but this does not affect or limit the Obligors’ obligations hereunder or under the Common Terms Agreement.

(d) Notwithstanding Section 2.01(c), proceeds of the Term Loans funded from the Contingency Reserve Term Loan Commitment (including as such proceeds may be used to fund the Contingency Reserve Account on the Project Completion Date (as specified in Section 14.2(b) (Project Completion Date Waterfall – Final Advance of Term Loans) of the Common Terms Agreement)) shall be paid into the Contingency Reserve Account in accordance with Section 4.5(k) (Deposits and Withdrawals – Contingency Reserve Account) of the Common Security and Account Agreement; provided that such transfer shall occur on the same day that the Credit Facility Agent receives such proceeds from the Term Lenders and subject to the Credit Facility Agent’s actual receipt of such proceeds in accordance with Section 2.06(a) (Funding). For the avoidance of doubt, such Advances shall constitute a Term Loan for all purposes under this Agreement and each other Finance Document and shall be treated as received, and accounted for as a Term Loan, by the Borrower.

(e) Term Loans that are repaid or prepaid may not be reborrowed.

Section 2.02 Term Loan Availability. (a) Subject to the terms and conditions set forth in this Agreement and the Common Terms Agreement, each Term Lender severally, and not jointly or jointly and severally, agrees to advance to the Borrower its pro rata share of such Term Lender’s Term Loan Commitment as the Borrower may request under this Section 2.02 (Term Loan Availability) and the applicable Disbursement Request (each such Advance when made, individually, a “Term Loan” and, collectively, the “Term Loans”), in an aggregate principal amount not to exceed such Term Lender’s Term Loan Commitment, from time to time during the period commencing (solely with respect to the Initial Advance) on the Closing Date and (with respect to all other Advances of Term Loans) following the utilization in full of both the Closing Date Equity Funding and the Initial Advance, and ending on the earliest of (such period, the “Term Loan Availability Period”):

(i) the Date Certain;

(ii) the Project Completion Date;

(iii) the date the Term Loan Commitments are fully utilized or of any cancellation or termination of all of the remaining Term Loan Commitments pursuant to Section 3.8 (Reductions and Cancellations of Facility Commitments) of the Common Terms Agreement; and

(iv) the date the Required Lenders terminate their Commitments upon the occurrence and during the Continuance of a Loan Facility Event of Default.

(b) Subject to Section 2.2 (Sequence of Advances of Initial Senior Debt) of the Common Terms Agreement, Section 2.4 (Pro Rata Advances) of the Common Terms Agreement and the applicable conditions of Article 4 (Conditions Precedent) of the Common Terms Agreement and Section 2.02(a) (Term Loan Availability) of this Agreement, the Borrower shall be entitled to draw down all or a portion of the unused Term Loan Commitments before or on the final date of the Term Loan Availability Period for the purposes set forth in Section 12.1 (Use of Proceeds) of the Common Terms Agreement and Section 2.10 (Use of Proceeds) of this Agreement.

Section 2.03 Working Capital Loans. (a) Each Working Capital Lender, severally and not jointly, shall make Working Capital Loans to the Borrower in an aggregate principal amount not in excess of its Working Capital Commitment from time to time during the Working Capital Loan Availability Period; provided that, after giving effect to the making of any Working Capital Loans, (i) the aggregate Working Capital Commitment Exposure for all Working Capital Lenders shall not exceed the Aggregate Working Capital Commitments and (ii) no Working Capital Lender shall be required to make any Working Capital Loan if such Working Capital Lender’s Working Capital Commitment Exposure would exceed its Working Capital Commitment.

(b) Each Working Capital Advance shall be in an amount specified in the relevant Disbursement Request.

(c) Proceeds of the Working Capital Loans shall be deposited or applied in accordance with Section 4.5(a) (Deposits and Withdrawals – Disbursements of Senior Debt) of the Common Security and Account Agreement. The Obligors shall not request or apply any portion of any Working Capital Loan other than in accordance with this Section 2.03 (Working Capital Loans), Sections 2.04 (Working Capital Loan Availability) and 2.10 (Use of Proceeds) and Section 2.3 (Disbursement Procedures) and Section 2.6 (Currency) of the Common Terms Agreement. Neither the Credit Facility Agent nor the Working Capital Lenders are under any obligation hereunder to inquire into or verify the application of any Working Capital Loan but this does not affect or limit any Obligor’s obligations hereunder or under the Common Terms Agreement.

(d) [Reserved].

(e) Working Capital Loans repaid or prepaid, except in accordance with Sections 4.12(b)(ii), (iii) and (iv) (Mandatory Prepayment), may be re-borrowed at any time and from time to time up to but excluding the Working Capital Loan Termination Date. Each Working Capital Lender’s Working Capital Commitment shall expire on the Working Capital Loan Termination Date and all other amounts owed hereunder with respect to Working Capital Loans and the Working Capital Commitments shall be paid in full no later than such date.

Section 2.04 Working Capital Loan Availability. (a) Subject to the terms and conditions set forth in this Agreement and the Common Terms Agreement, each Working Capital Lender severally, and not jointly or jointly and severally, agrees to make Advances to the Borrower in the amount of its Commitment Percentage of the amount the Borrower may request, in accordance with this Section 2.04 (Working Capital Loan Availability) and the applicable Disbursement Request (each such Advance, when made, individually, a “Working Capital Loan” and, collectively, the “Working Capital Loans”), in an aggregate principal amount not to exceed such Working Capital Lender’s unused Working Capital Commitment such that its Working Capital Commitment Exposure does not exceed its Working Capital Commitment after giving effect to such Working Capital Loan, from time to time during the period commencing on the Working Capital Loan Availability Date and, in each case, ending on the earliest to occur of the following dates (the “Working Capital Loan Termination Date”) (such period, the “Working Capital Loan Availability Period”):

(i) the Final Maturity Date;

(ii) the date of any cancellation or termination of all of the remaining Working Capital Commitments pursuant to Section 2.07 (Termination or Reduction of Commitments); and

(iii) the date the Working Capital Lenders terminate their Working Capital Commitments upon the occurrence and during the Continuance of a Working Capital Facility Event of Default.

(b) Notwithstanding anything to the contrary in Section 2.04(a) above, including the occurrence of the Working Capital Loan Availability Date, prior to the Project Completion Date, the outstanding aggregate amount of Working Capital Loans at any time shall be no greater than the Pre-Completion Working Capital Loan Sublimit.

(c) Subject to the conditions of Section 2.03 (Working Capital Loans), Section 7.01 (Conditions to Closing) (which incorporates by reference Section 4.1 (Condition to Closing Date and Initial Advance) of the Common Terms Agreement) and Section 7.02 (Conditions to Each Working Capital Advance) of this Agreement (which incorporates by reference Section 4.3 (Condition to Each Advance under the Working Capital Facility) of the Common Terms Agreement), and this Section 2.04 (Working Capital Loan Availability), the Borrower shall be entitled to draw all or a portion of the unused Working Capital Commitments before or on the final date of the Working Capital Availability Period for the purposes set forth in Section 12.1 (Use of Proceeds) of the Common Terms Agreement and Section 2.10(b) (Use of Proceeds).

Section 2.05 Procedures for Requesting Advances.

(a) From time to time, but no more frequently than twice per calendar month (except as required for the payment of interest or Commitment Fees during the Term Loan Availability Period, and for any draw of remaining Term Loan Commitments on the last day of the Term Loan Availability Period), subject to the limitations set forth in Sections 2.01 (Term Loans), and 2.02 (Term Loan Availability) above and Sections 2.2 (Sequence of Advances of Senior Debt) and 2.4 (Pro Rata Advances) of the Common Terms Agreement, the Borrower may request a Term Loan Advance by delivering to the Credit Facility Agent a properly completed Disbursement Request in accordance with Section 2.3 (Disbursement Procedures) of the Common Terms Agreement and this Section 2.05 (Procedures for Requesting Advances).

(b) The aggregate amount of any proposed Term Loan Advance under this Agreement must be an amount that is no more than the available Term Loan Commitments and not less than $10,000,000 and an integral multiple of $1,000,000 (unless the available Term Loan Commitments are less than $10,000,000). Such Advances shall be made pro rata with respect to other Facility Agreements in accordance with the committed principal amounts under the Term Loan Commitment subject to and in accordance with Section 2.4 (Pro Rata Advances) of the Common Terms Agreement.

(c) From time to time, subject to the limitations set forth in Section 2.03 (Working Capital Loans) and Section 2.04 (Working Capital Loan Availability) above, the Borrower may request a Working Capital Advance by delivering to the Credit Facility Agent a properly completed Disbursement Request in accordance with this Section 2.05 (Procedures for Requesting Advances) and Section 2.3 (Disbursement Procedures) of the Common Terms Agreement. Working Capital Advances under this Agreement may be made concurrently with but shall not be required to be made pro rata with borrowings under any other Facility Agreements. For the avoidance of doubt, Working Capital Advances shall be required to be borrowed pro rata based on each Working Capital Lender’s Commitment Percentage.

(d) The amount of any proposed Working Capital Advance under this Agreement must be an amount that is no more than the unused Aggregate Working Capital Commitments and not less than $5,000,000 and an integral multiple of $1,000,000 (unless the unused Aggregate Working Capital Commitments are less than $5,000,000).

(e) The Credit Facility Agent shall promptly advise each Lender that has a Commitment that is to fund any portion of the Term Loan Advance or Working Capital Advance, as applicable, of any Disbursement Request delivered pursuant to this Section 2.05 (Procedures for Requesting Advances), together with each such Lender’s Commitment Percentage of the requested Advance.

(f) Any Disbursement Request delivered pursuant to clause (a) or (c) above shall be delivered by the Borrower to the Credit Facility Agent by 1:00 p.m. on or before the third (3rd) Business Day prior to the requested Advance Date for the Advance of any LIBOR Loans and 1:00 p.m. on or before the Business Day prior to the requested Advance Date for the Advance of any Base Rate Loans; provided that the notice periods set forth in this clause (f) shall not apply with respect to the Disbursement Request for the Initial Advance, which Disbursement Request may be delivered no later than 11:00 a.m. on the Business Day before the requested Advance Date.

(g) Each Disbursement Request delivered pursuant to this Section 2.05 (Procedures for Requesting Advances) shall be substantially in the form of Schedule B-1 to the Common Terms Agreement (Disbursement Request Form (Term Loans)) or Schedule B-2 (Disbursement Request Form (Working Capital Loans)). Each such Disbursement Request shall be irrevocable and shall refer to this Agreement and specify:

(i) whether the requested Advance is of Working Capital Loans or Term Loans and, to the extent the requested Advance would constitute Term Loans, whether the requested Advance is to be funded from the Base Term Loan Commitment and/or the Contingency Reserve Term Loan Commitment;

(ii) the requested Advance Date (which shall be a Business Day);

(iii) the amount of such requested Advance (including, where applicable, the amount to be funded from the Base Term Loan Commitment and/or the Contingency Reserve Term Loan Commitment);

(iv) whether the requested Advance is of LIBOR Loans or Base Rate Loans;

(v) in the case of a requested Advance of LIBOR Loans, the Borrower’s election with respect to the duration of the initial Interest Period applicable to such LIBOR Loans, which Interest Period shall be one (1), two (2), three (3), six (6), nine (9) or twelve (12) months in length;

(vi) if the requested Advance is (A) of a Term Loan, that each of the conditions precedent to such Term Loan Advance has been satisfied or waived in accordance with Section 7.01 (Conditions to Closing) or Section 7.02 (Conditions to

Each Term Loan Advance), as applicable, or (B) of a Working Capital Loan, that each of the conditions precedent to such Working Capital Advance has been satisfied or waived in accordance with Section 7.01 (Conditions to Closing) or Section 7.03 (Conditions to Each Working Capital Advance);

(vii) if such Disbursement Request is being made pursuant to Section 2.10(a) or Section 2.10(b) (Use of Proceeds); and

(viii) the wire information of the account to which the proceeds of such Advance are to be deposited.

The currency specified in a Disbursement Request must be US Dollars.

(h) If no election as to whether the requested Advance is of LIBOR Loans or Base Rate Loans, then the requested Advance shall be of LIBOR Loans; provided that, if the applicable Disbursement Request is delivered to the Credit Facility Agent later than 1:00 p.m. on the third (3rd) Business Day prior to the proposed Advance Date, the requested Advance shall be of Base Rate Loans. If no initial Interest Period is specified with respect to any requested LIBOR Loans, then the requested Advance shall be made as a LIBOR Loan with an initial Interest Period of one (1) month.

Section 2.06 Funding. (a) Subject to clause (c) below, on the proposed Advance Date of each Advance, each Lender shall make a Term Loan or a Working Capital Loan, as applicable, in the amount of its Commitment Percentage of such Advance by wire transfer of immediately available funds to the Credit Facility Agent, not later than 1:00 p.m. and the Credit Facility Agent shall transfer and deposit the amounts (i) constituting proceeds of Term Loans so received as set forth in Section 2.01(c) or (d) (Term Loans), as applicable, for application in accordance with Section 4.5(a) (Deposits and Withdrawals – Disbursements of Senior Debt), Section 4.5(c) (Deposits and Withdrawals – Construction Account) and Section 4.5(k) (Deposits and Withdrawals – Contingency Reserve Account) of the Common Security and Account Agreement, as applicable and (ii) constituting proceeds of Working Capital Loans so received as set forth in Section 2.03(c) (Working Capital Loans); provided that, if an Advance does not occur on the proposed Advance Date because any condition precedent to such requested Advance herein specified has not been met, the Credit Facility Agent shall return the amounts so received to each applicable Lender without interest as soon as possible.

(b) Subject to Section 5.04 (Obligation to Mitigate), each Lender may (without relieving the Borrower of its obligation to repay a Loan in accordance with the terms of this Agreement and the Notes), at its option, fulfill its Commitments with respect to any such Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan.

(c) Unless the Credit Facility Agent has been notified in writing by any Lender prior to a proposed Advance Date that such Lender will not make available to the Credit Facility Agent its portion of the Advance proposed to be made on such date, the Credit Facility Agent may assume that such Lender has made such amounts available to the Credit Facility Agent on such date and the Credit Facility Agent in its sole discretion may, in reliance upon such

assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Credit Facility Agent by such Lender and the Credit Facility Agent has made such amount available to the Borrower the Credit Facility Agent shall be entitled to recover on demand from such Lender such corresponding amount plus interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Credit Facility Agent to the Borrower to the date such corresponding amount is recovered by the Credit Facility Agent at an interest rate per annum equal to the Federal Funds Effective Rate. If such Lender pays such corresponding amount (together with such interest), then such corresponding amount so paid shall constitute such Lender’s Term Loan or Working Capital Loan, as applicable, included in such Advance. If such Lender does not pay such corresponding amount forthwith upon the Credit Facility Agent’s demand, the Credit Facility Agent shall promptly notify the Borrower and the Borrower shall promptly repay such corresponding amount to the Credit Facility Agent plus interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Credit Facility Agent to the Borrower to the date such corresponding amount is recovered by the Credit Facility Agent at an interest rate per annum equal to the Base Rate plus the Applicable Margin. If the Credit Facility Agent receives payment of the corresponding amount from each of the Borrower and such Lender, the Credit Facility Agent shall promptly remit to the Borrower such corresponding amount. If the Credit Facility Agent receives payment of interest on such corresponding amount from each of the Borrower and such Lender for an overlapping period, the Credit Facility Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder and, for the avoidance of doubt, a Lender that fails to make its portion of any Advance on the due date for such payment hereunder shall be deemed in default of its obligations under Section 2.01 (Term Loans) or Section 2.03 (Working Capital Loans) above, as applicable. Any payment by the Borrower pursuant to this Section 2.06(c) (Funding) shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Credit Facility Agent. The failure of any Lender to make available to the Credit Facility Agent its portion of the Advance shall not relieve any other Lender of its obligations, if any, hereunder to make available to the Credit Facility Agent its portion of the Advance on the date of such Advance, but no Lender shall be responsible for the failure of any other Lender to make available to the Credit Facility Agent such other Lender’s portion of the Advance on the date of any Advance. A notice of the Credit Facility Agent to any Lender or the Borrower with respect to any amounts owing under this Section 2.06(c) (Funding) shall be conclusive, absent manifest error.

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

(e) The Credit Facility Agent shall maintain at one of the Credit Facility Agent’s offices (i) a copy of any Lender Assignment Agreement delivered to it pursuant to Section 11.04 (Assignments), and (ii) a register for the recordation of (A) the names and addresses of the Lenders and the Issuing Banks, (B) all the Commitments of, and principal amount of and interest on the Loans owing and paid to, each Lender pursuant to the terms hereof from time to time, (C)

the amount, beneficiary and termination date of all outstanding Letters of Credit, (D) the Issuing Bank Limit of each Issuing Bank and (E) amounts received by the Credit Facility Agent from the Borrower and whether such amounts constitute principal, interest, fees or other amounts and each Lender’s or Issuing Bank’s share thereof (the “Register”). The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender (with respect to such Issuing Bank’s Issuing Bank Limits, Fronting Limits and/or Non-Fronting Limits and such Lender’s Commitments and/or Loans, as applicable) at any reasonable time and from time to time upon reasonable prior notice.

(f) The entries made by the Credit Facility Agent in the Register or the accounts maintained by any Lender shall be conclusive and binding evidence, absent manifest error, of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Credit Facility Agent to maintain such Register or accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Credit Facility Agent in respect of such matters, the accounts and records of the Credit Facility Agent shall control, in the absence of manifest error.

(g) In addition to such accounts or records described in clauses (d) and (e) of this Section 2.06 (Funding), the Loans made by each Lender may, upon the request of any Term Lender, be evidenced by a Term Loan Note or Term Loan Notes, in the case of Term Loans, or a Working Capital Loan Note or Working Capital Loan Notes, in the case of Working Capital Loans, in each case, duly executed on behalf of the Borrower and dated the date of any request therefor by a Lender. Each such Note shall have all blanks appropriately filled in, and shall be payable to such Lender and its registered assigns in a principal amount equal to the Term Loan(s) and Working Capital Loan(s) of such Lender; provided that each Lender may attach schedules to its respective Note(s) and endorse thereon the date, amount and maturity of its respective Loan(s).

Section 2.07 Termination or Reduction of Commitments. (a) (i) All unused Term Loan Commitments, if any, shall be automatically and permanently terminated (without premium or penalty) as of 5:00 p.m. on the last day of the Term Loan Availability Period that is a Business Day and (ii) all then-unused Working Capital Commitments, if any, shall be automatically and permanently terminated (without premium or penalty) as of 5:00 p.m. on the last day of the Working Capital Availability Period that is a Business Day.

(b) The Borrower may cancel or reduce permanently the whole or any part of the unutilized Term Loan Commitments and/or Working Capital Commitments (together with a corresponding ratable cancellation or reduction of the Issuing Bank Limits for each Issuing Bank by the amount by which the Issuing Bank Limits exceed the Aggregate Working Capital Commitments after giving effect to the cancellation or reduction of unutilized Working Capital Commitments), in either case, in accordance with Section 3.2 (Right of Repayment and Cancellation in Relation to a Single Facility Lender), Section 3.7 (Pro Rata Payment) and Section 3.8 (Reductions and Cancellations of Facility Commitments) of the Common Terms Agreement (provided that Section 3.8(c) thereof shall not apply to a reduction or cancellation of

Working Capital Commitments) and upon at least three (3) Business Days’ prior written notice to the Credit Facility Agent (with a copy to any applicable Issuing Bank) and certification by the Borrower to the Credit Facility Agent that the letter of credit capacity under the portion of the Working Capital Commitments to be cancelled or reduced, after taking into account other funding sources irrevocably available to the Obligors, is not required to satisfy any express obligation of either Obligor to provide performance security; provided that, (x) the Borrower may not cancel or reduce any part of the Contingency Reserve Term Loan Commitments until the Project Completion Date and (y) in the event the Borrower cancels or reduces any part, but not all, of the Commitments prior to the Project Completion Date (other than in accordance with Section 6.3 (Replacement Senior Debt) of the Common Terms Agreement), the Borrower shall deliver to the Credit Facility Agent a certification (confirmed in writing by the Independent Engineer) that such cancellation or reduction will not result in the Obligors’ having an insufficient amount of committed or funded capital to fund (on the basis of all other available funds, including funds in the Construction Account and remaining Commitments) the remaining expenditures required to achieve the Project Completion Date by the Date Certain; provided, further, that, in accordance with Section 3.8 (Reductions and Cancellations of Facility Commitments) and Section 3.7(b)(i) (Pro Rata Payments) of the Common Terms Agreement and Section 2.3(a) (Payments and Prepayments – Pro Rata Payment of Senior Debt Obligations) of the Common Security and Account Agreement (i) any such cancellation of Working Capital Commitments and Issuing Bank Limits may be made without pro rata cancellation of Facility Commitments under any other Facility Agreements then in effect and (ii) the Working Capital Lenders shall not be entitled to pro rata cancellation in the case of a cancellation of Facility Commitments under any other Facility Agreements. Where such cancellation or reduction is to be made pro rata, the applicable Commitments and Issuing Bank Limits (if such cancellation or reduction is with respect to Working Capital Commitments) shall be automatically and permanently reduced pro rata among all Lenders and Issuing Banks holding such Commitments and Issuing Bank Limits in accordance with their respective Commitment Percentages. Any such partial cancellation or reduction (A) of Term Loan Commitments pursuant to this Section 2.07(b) shall be in a minimum amount of $5,000,000 and (B) of Working Capital Commitments shall be in an amount of $5,000,000 or an integral multiple of $5,000,000 in excess thereof (or, in each case, if less the remaining amount of such Commitment). From the effective date of any such reduction or cancellation, the Commitment Fees shall be computed on the undrawn portion of the applicable Commitments as so reduced or cancelled.

(c) On the date of incurrence of any Replacement Senior Debt in accordance with Section 6.3 (Replacement Senior Debt) of the Common Terms Agreement incurred to replace all or any part of the Term Loan, the Term Loan Commitments of the Term Lenders shall be reduced in accordance with Section 3.8(a) (Reductions and Cancellations of Facility Commitments) of the Common Terms Agreement; provided that the Borrower shall be deemed to have repaid Term Loans and cancelled Facility Commitments on a pro rata basis by applying the proceeds of such Replacement Senior Debt first to repay any outstanding Term Loans in accordance with Section 4.16(c) (Pro Rata Treatment), and, to the extent any Replacement Senior Debt proceeds remain, secondly to cancel Term Loan Commitments that subsequently remain available to be drawn on a pro rata basis. On the date of incurrence of any Replacement Senior Debt in accordance with Section 6.3 (Replacement Senior Debt) of the Common Terms Agreement, no pro rata repayment of Working Capital Loans or cancellations of Working

Capital Commitments shall be required to be made by the Obligors unless such Replacement Senior Debt has been incurred to replace all or any part of the Working Capital Loans and/or Working Capital Commitments.

(d) The Borrower shall have the right to replace any Non-Consenting Lender on a non-pro rata basis, pursuant to Section 5.04(b) (Obligation to Mitigate).

(e) All unused Commitments, if any, shall be terminated upon the occurrence and Continuance of a Loan Facility Event of Default if required pursuant to Section 9.02 (Acceleration Upon Bankruptcy) or Section 9.03 (Action Upon Event of Default) in accordance with the terms thereof.

Section 2.08 [Reserved].

Section 2.09 Incremental Commitments.

(a) The Borrower may from time to time, by written notice to the Credit Facility Agent (a “Working Capital Commitment Increase Notice”), request increases in the Working Capital Commitments (together with any applicable corresponding increases in the Issuing Bank Limits) of the relevant Working Capital Lender, Issuing Bank or by any other Person that is an Eligible Assignee or satisfies the rating requirement set forth in the definition of “Issuing Bank”, as applicable (each, a “Working Capital Commitment Increase”), up to an aggregate principal amount not to exceed the maximum amount of Working Capital Debt permitted pursuant to Section 6.2(a) (Working Capital Debt) of the Common Terms Agreement.

(b) The Working Capital Commitment Increase Notice shall specify (i) the date on which the Borrower proposes that such Working Capital Commitment Increase shall be effective, which shall be a date not less than thirty (30) days after the date on which such notice is delivered to the Credit Facility Agent, (ii) the amounts of the Working Capital Commitment Increase (including any proposed increase in Non-Fronting Limit or Fronting Limit of an Issuing Bank) and (iii) the identity of each Working Capital Lender, Issuing Bank or other Person that is an Eligible Assignee or satisfies the rating requirement set forth in the definition of “Issuing Bank”, as applicable (each, an “Incremental Lender/Issuing Bank”) to whom the Borrower proposes any portion of the Working Capital Commitment Increase be allocated and the amounts of such allocations; provided that, any Working Capital Lender, Issuing Bank or other Person approached to provide all or a portion of the Working Capital Commitment Increase may elect or decline, in its sole and absolute discretion, to participate.

(c) Each Working Capital Commitment Increase shall become Working Capital Commitments, Issuing Bank Limits, Non-Fronting Limits or Fronting Limits (as applicable) (or, in the case of an increase in the commitment of an existing Working Capital Lender or Issuing Bank, an increase in such Working Capital Lender’s or Issuing Bank’s applicable Working Capital Commitment, Issuing Bank Limit, Non-Fronting Limit or Fronting Limit (as applicable)) under this Agreement pursuant to an amendment (such amendment, an “Incremental Amendment”) to this Agreement executed by the Borrower, the Credit Facility Agent and each Incremental Lender/Issuing Bank (with the consent of no other Working Capital Lender being

required) which provides solely for (i) the increase in the applicable Working Capital Commitments, Issuing Bank Limits, Non-Fronting Limits or Fronting Limits (as applicable) proposed in the applicable Working Capital Commitment Increase Notice and consented to by the applicable Incremental Lender/Issuing Bank, (ii) amendments required to reflect the relative unfunded Commitments of the Incremental Lenders/Issuing Banks and (iii) the joinder of each Incremental Lender/Issuing Bank that is not already an existing Working Capital Lender or Issuing Bank party to this Agreement. The effectiveness of any Incremental Amendment shall be subject solely to the conditions that (A) no Loan Facility Event of Default or Unmatured Loan Facility Event of Default shall exist on such date of effectiveness before or after giving effect to such Working Capital Commitment Increase, (B) each Incremental Lender that is not already a Working Capital Lender shall be entitled to receipt of any required reliance letters in respect of the legal opinions provided to the Credit Facility Agent pursuant to Section 4.1(f) (Conditions to Closing Date and Initial Advance – Opinions from Counsel) of the Common Terms Agreement, (C) since the time of the financial statements most recently provided pursuant to Section 10.1(a) (Accounting, Financial and Other Information) of the Common Terms Agreement no developments have occurred which, individually or in the aggregate have resulted in or could reasonably be expected to result in a Material Adverse Effect, (D) each Incremental Lender/Issuing Bank who is not already a Working Capital Lender or Issuing Bank is reasonably acceptable to the Credit Facility Agent and each Issuing Bank and (E) the Intercreditor Agent has received, at least three (3) Business Days before the effectiveness of such Incremental Amendment, a certificate from the Borrower that (1) identifies each holder of Working Capital Commitments (after giving effect to the applicable Working Capital Commitment Increase) and (2) attaches a copy of the proposed Incremental Amendment.

Section 2.10 Use of Proceeds.

(a) The Borrower shall be permitted to use the proceeds of:

(i) Term Loans funded from the Base Term Loan Commitment solely: (A) to pay Project Costs, including the payment of Permitted Completion Costs and funding the Senior Facilities Debt Service Reserve Account and the Contingency Reserve Account, (B) to make Authorized Investments, (C) to reimburse Drawstop Equity Contributions previously made in accordance with Section 11.2(c) of the Common Terms Agreement (Certain Restricted Payments) and Section 4.5(c) (Deposits and Withdrawals – Construction Account) of the Common Security and Account Agreement, (D) to make the Initial Advance into the Credit Agreement Reserve Account pursuant to Section 4.5(h) (Deposits and Withdrawals – Credit Agreement Reserve Account) of the Common Security and Account Agreement and (E) to pay transaction costs, fees and expenses in connection with the closing of the Senior Debt and the Development; and

(ii) Term Loans funded from the Contingency Reserve Term Loan Commitment solely (A) prior to the Project Completion Date, to fund the Contingency Reserve Account for application to pay Project Costs, to the extent the aggregate amount of funds then on deposit in (x) the Pre-Completion Revenue Account (which funds have been transferred to the Contingency Reserve Account in accordance with Section 4.5(b)(ii)(C) of the Common Security and Account Agreement (Deposits and

Withdrawals – Pre-Completion Revenues Account)) and (y) without duplication of the amounts described in the foregoing clause (x), the Contingency Reserve Account are insufficient to fund such Project Costs and (B) on the Project Completion Date, to fund the withdrawals and transfers contemplated by Section 14.2 (Project Completion Date Waterfall) of the Common Terms Agreement.

(b) The Borrower shall be permitted to use the Letters of Credit and the proceeds of Working Capital Loans solely for working capital purposes of the Obligors, including to satisfy the Obligors’ credit support obligations under the Material Project Agreements; provided, that prior to the Project Completion Date, the Borrower shall be permitted to use the proceeds of Working Capital Loans solely (i) for purchases of natural gas required by the Borrower for testing or operations of the Project Facilities and (ii) to the extent the Borrower has entered into one or more agreements, in each case with a third party who is not an Affiliate of the Borrower, for the purchase and sale of LNG that fully mitigates any commodity price risk resulting from the purchase of natural gas contemplated by the immediately foregoing clause (i) such that the Borrower has contracted to achieve a positive margin from the sale of LNG associated with such purchased gas volumes, as certified by an Authorized Officer (who is a financial officer) of the Borrower; provided further, that the Borrower shall not borrow amounts under the Working Capital Facility or use the proceeds of Working Capital Loans to meet any requirement under any other Senior Debt Instrument governing the Working Capital Debt that the Borrower reduce the principal amount relating to any revolving loans under such other Senior Debt Instrument to $0 for a period of at least five (5) consecutive Business Days at least once per calendar year (it being acknowledged and agreed that the foregoing shall not limit the utilization by the Borrower of other Indebtedness that is permitted to be incurred pursuant to Section 12.14 (Limitation on Indebtedness) of the Common Terms Agreement for such purposes to the extent the terms and conditions of such Indebtedness permit such utilization).

ARTICLE III

LETTERS OF CREDIT

Section 3.01 Letters of Credit.

(a) Subject to the terms and conditions set forth herein and, as applicable, the terms and conditions set forth in the Common Terms Agreement, during the Working Capital Availability Period, the Borrower may (but is not required to), deliver to (1) the Credit Facility Agent (which shall promptly distribute copies thereof to the Working Capital Lenders), (2) the Issuing Bank designated by the Borrower (with the consent of such Issuing Bank in its sole discretion) with respect to Fronted Letters of Credit and (3) each Issuing Bank with a Non-Fronting Limit with respect to Non-Fronted Letters of Credit, a letter of credit request substantially in the form of Schedule B-3 to the Common Terms Agreement (Issuance Request Form (Letters of Credit) or such other form as requested by the Borrower and reasonably acceptable to the applicable Issuing Bank (a “Request for Issuance”) for the issuance, extension, modification or amendment of a Letter of Credit from time to time during the Working Capital Availability Period. Each Request for Issuance shall include (i) the date (which shall be a Business Day, but in no event later than the date that occurs five (5) Business Days prior to the Final Maturity Date) of issuance of such Letter of Credit (or the date of effectiveness of such

extension, modification or amendment) and the stated expiry date thereof (which will be consistent with Section 3.01(d)), (ii) the proposed stated amount of such Letter of Credit, (iii) the intended beneficiary of such Letter of Credit, (iv) a description of the intended use of such Letter of Credit and (v) whether such Letter of Credit is to be a Fronted Letter of Credit or a Non-Fronted Letter of Credit. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than three (3) Business Days prior to the proposed date of issuance (or effectiveness) specified therein.

(b) The Borrower may request Letters of Credit up to the lesser of (i) an aggregate stated amount for all requested and issued Letters of Credit of the aggregate of the Issuing Bank Limits of all Issuing Banks and (ii) the Aggregate Working Capital Commitments; provided, in each case, that no Issuing Bank shall be required to issue any Letter of Credit or any amendment to increase the face or stated amount of any Letter of Credit if, after such issuance or amendment, (A) the aggregate Working Capital Commitment Exposure for all Working Capital Lenders shall exceed the Aggregate Working Capital Commitments, (B) the LC Exposure of such Issuing Bank with a Fronting Limit shall exceed its Fronting Limit, (C) the LC Exposure of such Issuing Bank with a Non-Fronting Limit shall exceed its Non-Fronting Limit, (D) the LC Exposure of such Issuing Bank shall exceed its Issuing Bank Limit or (D) the Working Capital Commitment Exposure of such Issuing Bank shall exceed its Working Capital Commitment in its capacity as a Working Capital Lender. For the avoidance of doubt, subject to compliance with the foregoing requirements and Sections 3.01(a) and 3.01(f), the Borrower may request Fronted Letters of Credit from an Issuing Bank with a Fronting Limit up to the Issuing Bank’s full Fronting Limit.

(c) Promptly after its receipt of a Request for Issuance, the Issuing Bank will confirm with the Credit Facility Agent (in writing) that the Credit Facility Agent has received a copy of such Request for Issuance from the Borrower and, if not, the Issuing Bank will provide the Credit Facility Agent with a copy thereof. Unless the Issuing Bank has received notice (in writing) from the Credit Facility Agent (including at the request of any Working Capital Lender) no later than three (3) Business Days prior to the proposed date of issuance (or effectiveness) (i) directing the Issuing Bank not to issue (or extend, amend or modify) such Letter of Credit as a result of the limitations set forth in Section 3.01(b), or (ii) that one or more of the applicable conditions precedent in Section 7.03 (Conditions to Each Working Capital Advance) is not then satisfied or waived, then (A) the applicable Issuing Bank shall issue (or extend, modify or amend) each Letter of Credit not later than 1:00 p.m. on the later of (1) the proposed date of issuance (or effectiveness) specified in such Request for Issuance and (2) three (3) Business Days after the receipt of the Request for Issuance (taking into account that any Request for Issuance received after 1:00 p.m. on any Business Day will be deemed received on the next Business Day), and (B) such issuance (or effectiveness) shall be subject to the terms and conditions hereof, including fulfillment of the applicable conditions precedent and the other requirements set forth herein (including Sections 3.01(a) and 3.01(f)). An Issuing Bank that issues (or extends, amends or modifies) a requested Letter of Credit pursuant to this Section 3.01 shall issue (or extend, amend or modify) such Letter of Credit to the Borrower or directly to the intended beneficiary and shall provide notice and a copy thereof to the Intercreditor Agent and the Credit Facility Agent, which, in the case of a Fronted Letter of Credit, shall promptly furnish copies thereof to the Working Capital Lenders, and to the extent that such Letter of Credit was issued directly to the intended beneficiary, such Issuing Bank shall provide notice and a copy thereof to the Borrower.

(d) Each Letter of Credit shall expire no later than the earlier of (i) one year from the date of issuance of such Letter of Credit and (ii) five (5) Business Days prior to the Working Capital Loan Termination Date. Each Letter of Credit may, if requested by the Borrower, provide that it will be automatically renewed or extended for a stated period of time at the end of its then-scheduled expiration date and each successive expiration date (but in any event shall not be extended for longer than one year from the date of effectiveness of each such extension or beyond five (5) Business Days prior to the Working Capital Loan Termination Date) unless the Issuing Bank that issued the Letter of Credit notifies the beneficiary thereof no later than thirty (30) days prior to such expiration date that such Issuing Bank elects not to renew or extend such Letter of Credit. In no event shall the Working Capital Lenders have any obligation to pay any amount to (or for the account of) any Issuing Bank or any other Person, in respect of a drawing under a Letter of Credit that occurs after the Final Maturity Date.

(e) Notwithstanding anything in this Agreement to the contrary, no Issuing Bank will have any obligation to issue or renew, or extend the expiry date of, any Letter of Credit if (i) any judgment, order, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing or renewing or extending the expiry date of such Letter of Credit or (ii) any Government Rule or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or direct that such Issuing Bank refrain from, the issuance of new letters of credit or the renewal or extension of the expiry date of issued letters of credit generally or the issuance, renewal or extension of the expiry date of a Letter of Credit specifically or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve, or capital requirement, or shall impose upon such Issuing Bank any loss, cost, or expense. Each Issuing Bank shall provide the Borrower with prompt notice of the occurrence of any event described in this Section 3.01(e) not later than two (2) Business Days after obtaining knowledge of the occurrence of any such event.

(f) The Borrower may request that a Letter of Credit be Fronted Letter of Credit or a Non-Fronted Letter of Credit; provided that, (i) the Borrower may only request Fronted Letters of Credit from an Issuing Bank that is specified in this Agreement as having a Fronting Limit and who has consented to issue such Fronted Letter(s) of Credit in accordance with Section 3.01(a), and (ii) if the Borrower wishes to request Non-Fronted Letters of Credit, the Borrower shall determine the specific aggregate amount to be covered by such Letters of Credit to be provided to a specific beneficiary (the “Non-Fronted LC Amount”), and it shall make requests for Non-Fronted Letters of Credit simultaneously to all the Issuing Banks under this Agreement such that the aggregate stated amount of all such Non-Fronted Letters of Credit issued to such beneficiary is equal to the Non-Fronted LC Amount and the stated amount of the Non-Fronted Letter of Credit of each individual Issuing Bank is equal to its Commitment Percentage of the Non-Fronted LC Amount. No Working Capital Lender is required to participate in the extension of credit resulting from the issuance (or extension, modification or amendment) of a Non-Fronted Letter of Credit issued by an Issuing Bank other than itself. Each Working Capital Lender severally agrees with each Issuing Bank to participate in an amount equal to its

Commitment Percentage in the extension of credit resulting from the issuance (or extension, modification or amendment) of a Fronted Letter of Credit by such Issuing Bank and each drawing of the LC Available Amounts thereunder, in the manner and the amount provided in Section 3.02 (Reimbursement to Issuing Banks), and the issuance of such Fronted Letter of Credit shall be deemed to be a confirmation by the Issuing Bank and each Working Capital Lender of such participation in such amount; provided that, no Working Capital Lender shall be required to participate in a Fronted Letter of Credit to the extent such Working Capital Lender’s Working Capital Commitment Exposure would exceed its Working Capital Commitment as a result of such participation.

(g) In addition to the date of issuance, stated expiry date, stated amount, beneficiary, intended use and request for a Fronted Letter of Credit or Non-Fronted Letter of Credit specified in the applicable Request for Issuance, each Letter of Credit shall provide (unless the Borrower specifies otherwise in such Request for Issuance) for:

(i) payment in immediately available funds in US Dollars on a Business Day;

(ii) multiple drawings and partial drawings;

(iii) applicability of the International Standby Practices 1998, International Chamber of Commerce Publication No. 590 (1998) (“ISP98”), Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (2007) (“UCP 600”), or such other rules as the Borrower and the applicable Issuing Bank shall agree, and shall, as to matters not governed by ISP98, UCP 600 or such other rules, be governed and construed in accordance with the laws of the State of New York and applicable U.S. federal law;

(iv) a drawing by the beneficiary of the full available amount thereof if either (A) the Issuing Bank that issued the Letter of Credit ceases to satisfy the minimum credit ratings for an Issuing Bank hereunder (as set forth in the definition of “Issuing Bank” in Exhibit A (Definitions)) and such Letter of Credit has not been replaced by an Issuing Bank satisfying such minimum credit ratings within thirty (30) days or such shorter number of days as required under the document, if any, with respect to which such Letter of Credit is issued; provided that, the right to draw under this clause (A) shall only be included in the applicable Letter of Credit to the extent required under such document with respect to which such Letter of Credit is issued or (B) the Issuing Bank that issued the Letter of Credit notifies the Borrower (which shall promptly notify the beneficiary) no later than 60 days prior to the then-scheduled expiration date that such Issuing Bank elects not to renew or extend such Letter of Credit; and

(v) in the case of a Non-Fronted Letter of Credit, the beneficiary will be required to certify that it is making a pro rata draw with all other Letters of Credit issued in favor of such beneficiary in respect of a Non-Fronted LC Amount based on the percentage of such Non-Fronted Letter of Credit to Non-Fronted LC Amount as notified to the beneficiary by the Borrower.

Section 3.02 Reimbursement to Issuing Banks.

(a) An Issuing Bank shall give the Credit Facility Agent, the Collateral Agent, the Borrower and each of the Working Capital Lenders prompt notice of any payment made by such Issuing Bank in accordance with the terms of any Letter of Credit issued by such Issuing Bank (an “LC Payment Notice”) no later than 10:00 a.m. on the Business Day immediately succeeding the date of such payment by such Issuing Bank.

(b) Upon delivery to the Borrower of an LC Payment Notice on or before 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of such payment by an Issuing Bank, the Borrower shall either (i) on or before 12:00 noon on such Business Day, reimburse such Issuing Bank for such payment (an “LC Reimbursement Payment”) by paying to the Credit Facility Agent, for the account of such Issuing Bank, an amount equal to the payment made by such Issuing Bank plus interest on such amount at a rate per annum equal to the Base Rate plus the Applicable Margin for Base Rate Loans (provided that, if an Issuing Bank delivers an LC Payment Notice to the Borrower after 10:00 a.m. New York City time on the Business Day immediately succeeding the date of payment by such Issuing Bank, the Borrower shall make the LC Reimbursement Payment on or before 12:00 noon New York City time on the next succeeding Business Day) or (ii) (x) provide written notice to such Issuing Bank and the Credit Facility Agent electing to have the reimbursement obligation converted into an LC Loan in accordance with Sections 3.02(c) and (f) or (y) not make the LC Reimbursement Payment as required under Section 3.02(b)(i) (Reimbursement to Issuing Banks), in which case, in the case of this clause (ii), such reimbursement obligation shall automatically convert to an LC Loan as of such time; provided, that no Loan Facility Event of Default shall have occurred and been Continuing as of the time of the applicable payment made under the Letter of Credit. An Issuing Bank’s failure to provide an LC Payment Notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank for any payment it makes under any Letter of Credit. In the case of any Non-Fronted Letters of Credit issued with respect to a specific Non-Fronted LC Amount, the Borrower may not elect to make an LC Reimbursement Payment and/or convert a reimbursement obligation into a LC Loan for some but not all the Issuing Banks providing Non-Fronted Letters of Credit with respect to such Non-Fronted LC Amount.

(c) If the Borrower fails to make the LC Reimbursement Payment as required under Section 3.02(b) (Reimbursement to Issuing Banks) or provides written notice to such Issuing Bank and the Credit Facility Agent electing to have the reimbursement obligation converted into an LC Loan, such reimbursement obligation shall automatically convert to an LC Loan; provided, that no Loan Facility Event of Default shall have occurred and been Continuing as of the time of the applicable payment made under the Letter of Credit. If such LC Loan relates to a Fronted Letter of Credit, the Credit Facility Agent shall promptly notify each of the Working Capital Lenders of the amount of its share of the payment made under such Fronted Letter of Credit, which shall be such Working Capital Lender’s Commitment Percentage of such amount paid by such Issuing Bank (the “Working Capital Lender Payment Notice”). Subject to Section 3.01(f) (Letters of Credit), each Working Capital Lender hereby severally agrees to pay the amount specified in the Working Capital Lender Payment Notice in immediately available funds to the Credit Facility Agent for the account of such Issuing Bank with respect to a Fronted Letter of Credit plus interest on such amount at a rate per annum equal to the Federal Funds Effective

Rate from the date of such payment by such Issuing Bank to the date of payment to such Issuing Bank by such Working Capital Lender. Each Working Capital Lender shall make such payment by not later than 4:00 p.m. New York City time on the date it received the Working Capital Lender Payment Notice (if such notice is received at or prior to 1:00 p.m. New York City time) and before 12:00 noon New York City time on the next succeeding Business Day following such receipt (if such notice is received after 1:00 p.m. New York City time). In the case of Fronted Letters of Credit, each Working Capital Lender shall severally indemnify and hold harmless such Issuing Bank from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs, and expenses (including reasonable attorneys’ fees and expenses) resulting from any failure on the part of such Working Capital Lender to provide, or from any delay in providing, the Credit Facility Agent for the account of such Issuing Bank with its Commitment Percentage of the amount paid under the Fronted Letter of Credit but no such Working Capital Lender shall be so liable for any such failure on the part of or caused by any other Working Capital Lender or the willful misconduct or gross negligence, as determined by a court of competent jurisdiction by a final and non-appealable order, of the Credit Facility Agent. Each Working Capital Lender’s obligation to make each such payment to the Credit Facility Agent for the account of the applicable Issuing Bank in the case of payments made in respect of a Fronted Letter of Credit shall be several and not joint and shall not be affected by (A) the occurrence or continuance of any Loan Facility Event of Default (except as set forth in Section 3.02(b) and this Section 3.02(c)), (B) the failure of any other Working Capital Lender to make any payment under this Section 3.02 (Reimbursement to Issuing Banks), or (C) the date of the drawing under the applicable Letter of Credit issued by the applicable Issuing Bank; provided that, such drawing occurs prior to the earlier of (i) the Final Maturity Date or (ii) the termination date of the applicable Fronted Letter of Credit. Each Working Capital Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(d) The Credit Facility Agent shall pay to the applicable Issuing Bank in immediately available funds the amounts paid in respect of a Fronted Letter of Credit pursuant to Section 3.02(b) (Reimbursement to Issuing Banks) and Section 3.02(c) (Reimbursement to Issuing Banks) before the close of business on the day such payment is received; provided that, any amount received by the Credit Facility Agent that is due and owing to such Issuing Bank and remains unpaid to such Issuing Bank on the date of receipt shall be paid on the next succeeding Business Day with interest payable at the Federal Funds Effective Rate.

(e) For so long as any Working Capital Lender is a Defaulting Lender under clause (a) of the definition thereof, such Defaulting Lender’s participation in LC Exposure shall be reallocated in accordance with Section 4.18(b) (Defaulting Lenders).

(f) Each payment made by a Working Capital Lender under subsection (c) above shall constitute an LC Loan deemed made by such Working Capital Lender to the Borrower on the date of such payment by an Issuing Bank under a Fronted Letter of Credit issued by such Issuing Bank. All such payments by the Working Capital Lenders in respect of any one such payment by such Issuing Bank shall constitute a single LC Loan hereunder. Each payment made by an Issuing Bank in respect of a Non-Fronted Letter of Credit that is not reimbursed by the Borrower or that is converted into an LC Loan by notice from the Borrower pursuant to clause

(c) above shall constitute an LC Loan deemed made by such Issuing Bank in its capacity as a Working Capital Lender. LC Loans that are converted to LIBOR Loans in respect of Non-Fronted Letters of Credit with respect to a specific Non-Fronted LC Amount shall constitute a single LIBOR Loan for the purposes of Section 4.05(e) (Interest Rates) hereunder. Each LC Loan initially shall be a Base Rate Loan.

Section 3.03 Obligations Absolute. The payment obligations of each Working Capital Lender under Section 3.02(c) (Reimbursement to Issuing Banks) and of the Borrower under this Agreement in respect of any payment under any Letter of Credit and any LC Loan shall be unconditional and irrevocable (subject only to the Borrower’s and each Working Capital Lender’s right to bring suit against an Issuing Bank pursuant to Section 3.04 (Liability of the Issuing Banks and the Working Capital Lenders) following the reimbursement of such Issuing Bank for any such payment), and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following circumstances:

(a) any lack of validity or enforceability of any Finance Document or any other agreement or instrument relating thereto or to such Letter of Credit;

(b) any amendment or waiver of, or any consent to departure from, all or any of the Finance Documents;

(c) the existence of any claim, set-off, defense or other right which the Borrower may have at any time against any beneficiary, or any transferee, of such Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), any Issuing Bank, or any other Person, whether in connection with this Agreement, the transactions contemplated herein or by such Letter of Credit, or any unrelated transaction;

(d) any statement or any 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;

(e) payment in good faith by an Issuing Bank under any Letter of Credit issued by such Issuing Bank against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit; or

(f) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Section 3.04 Liability of the Issuing Banks and the Working Capital Lenders. The Borrower assumes all risks of the acts and omissions of any beneficiary or transferee of any Letter of Credit, and none of the Credit Facility Agent, the Issuing Banks, the Working Capital Lenders nor any of their respective Related Parties shall be liable or responsible for (a) the use that may be made of such Letter of Credit or any acts or omissions of any beneficiary or transferee thereof in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the applicable Issuing Bank against presentation of documents that do not comply with the terms of such Letter of

Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under such Letter of Credit; provided that, in each case, payment by the applicable Issuing Bank shall not have constituted gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and non-appealable order, in which event the Borrower and each Working Capital Lender shall have the right to bring suit against an Issuing Bank, and such Issuing Bank shall be liable to the Borrower and any Working Capital Lender, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower or such Working Capital Lender caused by such Issuing Bank’s willful misconduct or gross negligence as determined by a court of competent jurisdiction by a final and non-appealable order, including such Issuing Bank’s willful failure to make timely payment under such Letter of Credit following the presentation to it by the beneficiary thereof of a draft and accompanying certificate(s) which strictly comply with the terms and conditions of such Letter of Credit.

Section 3.05 Resignation as an Issuing Bank. Any Issuing Bank may, upon no less than thirty (30) days’ prior written notice to the Borrower (with a copy to the Credit Facility Agent, to be distributed to each Working Capital Lender) resign as an Issuing Bank, effective upon the appointment of a successor Issuing Bank in accordance with this Section 3.05. In the event of any such resignation as an Issuing Bank, the Borrower shall be entitled to appoint a successor Issuing Bank hereunder from among the Working Capital Lenders (provided, that the Borrower may not so appoint any Working Capital Lender if, as a result of such appointment, such Working Capital Lender’s (i) Working Capital Commitment Exposure would exceed its Working Capital Commitment or (ii) LC Exposure would exceed its Issuing Bank Limit, Fronting Limit or Non-Fronting Limit, as applicable) who meet the requirements hereunder to be an Issuing Bank; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of any Issuing Bank. If any Working Capital Lender resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of Issuing Bank hereunder with respect to all Letters of Credit that it issued, including Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all LC Exposure with respect thereto (including the right to require the Working Capital Lenders to make LC Loans or fund participations in Letters of Credit). Upon the appointment of a successor Issuing Bank and such successor Issuing Bank’s acceptance, in writing, of the appointment and agreement to be bound by all of the terms and conditions contained in this Agreement and the other Finance Documents binding on it in such capacity, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the Issuing Bank as the case may be and the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable resigning Issuing Bank to effectively assume the obligations of such Issuing Bank with respect to such Letters of Credit.

Section 3.06 Non-Fronted Letters of Credit. The Borrower agrees that in the event that it has provided any Non-Fronted Letter of Credit in respect a Non-Fronted LC Amount, it shall instruct the beneficiary thereof to draw on such Non-Fronted Letter of Credit pro rata among all Non-Fronted Letters of Credit issued in respect of such Non-Fronted LC Amount. In the event that the Borrower has funded the Senior Debt Service Reserve Account using Non-Fronted Letters of Credit from each Issuing Bank, the Collateral Agent hereby agrees (without the need

for any further action or instruction from any Senior Creditors) to draw on such Non-Fronted Letters of Credit only on a pro rata basis as notified by the Borrower to the Collateral Agent or, failing such notification, as provided to the Collateral Agent by the Credit Facility Agent on request.

Section 3.07 Reinstatement of Letters of Credit. The stated amount of each Letter of Credit shall be reduced by the amount of any payment made by the applicable Issuing Bank on a drawing thereunder. Once so reduced, the stated amount of such Letter of Credit may only be reinstated upon and to the extent of any reimbursement by the Borrower of such drawing or, if reimbursement of such drawing is made through LC Loans, upon and to the extent of payment by the Borrower of the LC Loans corresponding to such drawing, in each case, pursuant to Section 3.02 (Reimbursement to Issuing Banks). At least one (1) Business Day prior to the date of any such reinstatement of a Letter of Credit, the Borrower shall deliver to such Issuing Bank and the Credit Facility Agent a written request for reinstatement signed by an Authorized Officer of the Borrower and in form and substance satisfactory to such Issuing Bank. Upon the effectiveness of any such reinstatement, such Issuing Bank shall notify the Borrower, the Credit Facility Agent and the beneficiary of the reinstated Letter of Credit and shall indicate in such notice the new stated amount of such Letter of Credit.

ARTICLE IV

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

Section 4.01 Repayment of Term Loan Advances.

(a) The Borrower unconditionally and irrevocably promises to pay to the Credit Facility Agent for the ratable account of each Term Lender the aggregate outstanding principal amount of the Term Loans on each CTA Payment Date beginning on the First Repayment Date, in accordance with the Amortization Schedule. In addition, following the making of any prepayments pursuant to this Agreement or Section 3.1 (CTA Payment Dates) of the Common Terms Agreement, including in connection with the incurrence of Replacement Senior Debt, the Credit Facility Agent shall, of its own motion or as reasonably requested by the Borrower, generate and promptly provide to the Intercreditor Agent and the Borrower a revised Amortization Schedule (in respect of which it shall have consulted with the Borrower). In any of the instances described above, the revised Amortization Schedule shall be delivered prior to the next Quarterly Payment Date and prepared in a manner that is consistent with the principles used to prepare the original Amortization Schedule. Any failure by the Credit Facility Agent to provide a revised Amortization Schedule as required pursuant to this Section 4.01 (Repayment of Term Loan Advances) shall not affect the Borrower’s obligations to pay the Term Loans in accordance with this Agreement.

(b) The repayment of principal by the Borrower for the Term Loans shall commence on the earlier of (such earlier date, the “First Repayment Date”):

(i) the first Quarterly Payment Date (or, if such date is not a Business Day, the Business Day immediately prior to such Quarterly Payment Date) occurring more than three calendar months following the Project Completion Date; and

(ii) the Date Certain.

(c) Notwithstanding anything to the contrary set forth in Section 4.01(a) above, the final principal repayment installment on the Final Maturity Date shall in any event be in an amount equal to the aggregate principal amount of all Term Loans outstanding on such date.

Section 4.02 Repayment of LC Loans. The Borrower unconditionally and irrevocably promises to pay to the Credit Facility Agent for the ratable account of each Working Capital Lender the aggregate outstanding principal amount of each LC Loan no later than 5:00 p.m. on the Working Capital Loan Termination Date.

Section 4.03 Repayment of Working Capital Advances.

(a) The Borrower shall reduce the aggregate outstanding principal amount of all Working Capital Loans to zero Dollars ($0) for a period of five (5) consecutive Business Days at least once every calendar year; provided that, the Borrower will determine in its sole discretion when during any calendar year it elects to satisfy such requirement and the Credit Facility Agent shall have no duty to monitor compliance with this Section 4.03(a); provided further that the Borrower may not borrow amounts under any other Facility Agreement for Working Capital Debt in order to meet the requirement specified in this Section 4.03(a).

(b) Notwithstanding anything to the contrary set forth in Section 4.03(a), the Borrower unconditionally and irrevocably promises to pay to the Credit Facility Agent for the ratable account of each Working Capital Lender, on the Working Capital Loan Termination Date, an amount equal to the aggregate principal amount of all Working Capital Loans then-outstanding.

Section 4.04 Interest Payment Dates. (a) Interest accrued on each Loan shall be payable, without duplication, on the following dates (each, an “Interest Payment Date”):

(i) with respect to any repayment or prepayment of principal on such Loan, on the date of each such repayment or prepayment;

(ii) on the Final Maturity Date;

(iii) with respect to Working Capital Loans and LC Loans, the Working Capital Loan Termination Date;

(iv) with respect to LIBOR Loans, (A) on the last day of each applicable Interest Period; provided, that in the case of any Interest Period that has a duration of more than three months, the Interest Payment Date in respect of such LIBOR Loans shall also include each day that is three months (or an integral multiple thereof) after the first day of such Interest Period, and (B) if applicable, on any date on which such LIBOR Loan is converted to a Base Rate Loan; and

(v) with respect to Base Rate Loans, on the last Business Day of each calendar quarter or, if applicable, any date on which such Base Rate Loan is converted to a LIBOR Loan.

(b) Interest accrued on the Loans or other monetary Loan Obligations after the date such amount is due and payable (whether on the Final Maturity Date or any CTA Payment Date upon acceleration or otherwise) shall be payable upon demand.

(c) Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the occurrence of an event set forth in Section 15.1(d)(i) (Loan Facility Events of Default – Bankruptcy) of the Common Terms Agreement and (to the extent Section 9.01 (Events of Default) covers the events described in Section 15.1(d)(i) (Loan Facility Events of Default – Bankruptcy) of the Common Terms Agreement) Section 9.01 (Events of Default) of this Agreement.

Section 4.05 Interest Rates.

(a) Each LIBOR Loan shall accrue interest at a rate per annum during each Interest Period applicable thereto equal to the sum of the LIBOR for such Interest Period plus the Applicable Margin for such Loan.

(b) On or before 1:00 p.m. at least three (3) Business Days prior to the end of each Interest Period for each LIBOR Loan, the Borrower shall deliver to the Credit Facility Agent an Interest Period Notice setting forth the Borrower’s election with respect to the duration of the next Interest Period applicable to such LIBOR Loan, which Interest Period shall be one (1), two (2), three (3), or six (6) (or, if available to all applicable Lenders, nine (9) or twelve (12)) months in length; provided, that, (i) if any Loan Facility Declared Default has occurred and is Continuing, all LIBOR Loans shall convert into Base Rate Loans and (ii) if any Unmatured Loan Facility Event of Default has occurred and is Continuing at the end of the then-current Interest Periods, all LIBOR Loans shall convert into LIBOR Loans with an Interest Period of one month, in each case, at the end of the then-current Interest Periods (in which case the Credit Facility Agent shall so notify the Borrower and the Term Lenders). After such Loan Facility Declared Default or Unmatured Loan Facility Event of Default has ceased, the Borrower may convert each such Base Rate Loan or LIBOR Loan with an Interest Period of one month into a LIBOR Loan in accordance with this Agreement by delivering an Interest Period Notice in accordance with Section 4.06 (Conversion Options).

(c) If the Borrower fails to deliver an Interest Period Notice in accordance with Section 4.05(b) above with respect to any LIBOR Loan, such LIBOR Loan shall be made as, or converted into, a Base Rate Loan at the end of the then-current Interest Period.

(d) Each LIBOR Loan shall bear interest from (and including) the first day of the applicable Interest Period to (but excluding) the last day of such Interest Period (or the date such Loan is converted to a Base Rate Loan) at the interest rate determined as applicable to such LIBOR Loan.

(e) Notwithstanding anything to the contrary contained herein, the Borrower shall have, in the aggregate, no more than ten (10) separate LIBOR Loans outstanding at any one time.

(f) Each Base Rate Loan shall accrue interest at a rate per annum equal to the sum of the Base Rate plus the Applicable Margin for such Loan.

(g) All Base Rate Loans shall bear interest from and including the date such Loan is made (or the day on which LIBOR Loans are converted to Base Rate Loans in accordance with Section 4.05(c) (Interest Rates) or 4.06 (Conversion Options) or under Article V (LIBOR And Tax Provisions)) to (but excluding) the date such Loan or portion thereof is paid at the interest rate determined as applicable to such Base Rate Loan (or the date such Loan is converted to a LIBOR Loan).

Section 4.06 Conversion Options. The Borrower may elect from time to time to convert LIBOR Loans to Base Rate Loans or Base Rate Loans to LIBOR Loans (subject to Sections 4.05(e) (Interest Rates), 5.01 (LIBOR Lending Unlawful) and 5.02 (Inability to Determine LIBOR)), as the case may be, by delivering a completed Interest Period Notice to the Credit Facility Agent notifying the Credit Facility Agent of such election no later than 12:00 noon on the third (3rd) Business Day preceding the proposed conversion date (which notice, in the case of conversions to LIBOR Loans, shall specify the length of the initial Interest Period therefor); provided that (i) no Base Rate Loan may be converted into a LIBOR Loan when any Loan Facility Declared Default has occurred and is Continuing and (ii) no Base Rate Loan may be converted into a LIBOR Loan with an Interest Period greater than one month when any Unmatured Loan Facility Event of Default has occurred and is Continuing and, in each case, the Credit Facility Agent has determined not to permit such conversions. Upon receipt of any such notice the Credit Facility Agent shall promptly notify each relevant Lender thereof.

Section 4.07 Post-Maturity Interest Rates; Default Interest Rates. If all or a portion of the principal amount of any Loan is not paid when due (whether on the Final Maturity Date, by acceleration or otherwise, or in the case of LC Loans, the Working Capital Loan Termination Date or otherwise) or any Loan Obligation (other than principal on the Loans) is not paid or deposited when due (whether on the Final Maturity Date, by acceleration or otherwise), (i) all such overdue amounts of principal on the Loans shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto plus the Default Rate and (ii) all such other defaulted amounts of Loan Obligations (other than principal on the Loans) shall bear interest at a rate per annum equal to the rate then applicable to Base Rate Loans plus the Default Rate, from the date of such non-payment until the amount then due is paid in full (after as well as before judgment).

Section 4.08 Interest Rate Determination. The Credit Facility Agent shall determine the interest rate applicable to the Loans and shall give prompt notice of such determination to the Borrower and the applicable Lenders. In each such case, the Credit Facility Agent’s determination of the applicable interest rate shall be conclusive, in the absence of manifest error.

Section 4.09 Computation of Interest and Fees.

(a) All computations of interest for Base Rate Loans when the Base Rate is determined by the Credit Facility Agent’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All computations of interest for LIBOR Loans, and for Base Rate Loans when the Base Rate is determined by LIBOR shall be made on the basis of a 360 day year and actual days elapsed. All computations of commissions or fees owed hereunder (other than Commitment Fees, Fronting Fees and LC Fees, which shall be computed in accordance with the provisions of Section 4.15 (Fees) below) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.

(b) Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided, that, any Loan that is repaid on the same day on which it is made shall bear interest for one day.

(c) Each computation by the Credit Facility Agent of interest or fees hereunder shall be conclusive and binding for all purposes, absent manifest error.

Section 4.10 Terms of All Prepayments. The Borrower shall make prepayments of Loans and all reductions and cancellations of Commitments in accordance with the terms of Article 3 (Repayment, Prepayment and Cancellation) of the Common Terms Agreement and subject to the following terms and the terms of Section 4.11 (Voluntary Prepayments) and Section 4.12 (Mandatory Prepayment):

(a) upon the prepayment of any Loans (whether a voluntary prepayment, a mandatory prepayment or a prepayment upon acceleration or otherwise), the Borrower shall satisfy all applicable provisions under this Agreement; and

(b) together with any prepayment of Loans, the Borrower shall pay to the Credit Facility Agent, for the account of the applicable Lenders which made any Loan being prepaid, the sum of the following amounts:

(i) the principal of, and accrued but unpaid interest on, the Loans to be prepaid;

(ii) any additional amounts required to be paid under Section 5.05 (Funding Losses), which payment shall be made within the time period after the applicable prepayment as is permitted under the Common Terms Agreement; and

(iii) any other Loan Obligations required to be paid to the respective Lenders in connection with any prepayment under the Finance Documents.

Section 4.11 Voluntary Prepayment.

(a) The Borrower may, in accordance with Section 3.5 (Voluntary Prepayments) of the Common Terms Agreement and on not less than three (3) Business Days’ prior written notice to the Credit Facility Agent, prepay in whole or in part amounts outstanding under the Credit Facility Agreement, without penalty or premium (other than any Breakage Costs incurred as set

forth in Section 5.05 (Funding Losses)); provided, that, each voluntary prepayment of Loans shall be in incremental multiples of $1,000,000. Such notice may be conditional and subject to revocation as set forth in Section 3.5(b) (Voluntary Prepayments) of the Common Terms Agreement. If any such notice is revoked in accordance with Section 3.5(b) (Voluntary Prepayments) of the Common Terms Agreement, the Borrower shall pay any Breakage Costs incurred by any Lender as a result of such notice and revocation, as set forth in Section 3.5(b) (Voluntary Prepayments) of the Common Terms Agreement. Prepayments of Working Capital Loans shall not result in any reduction in Working Capital Commitments, except to the extent prepaid in accordance with Sections 4.12(b)(ii), (iii) and (iv) (Mandatory Prepayment).

(b) Except as set forth in Section 3.5(b) (Voluntary Prepayments) of the Common Terms Agreement, after the Borrower has delivered a notice of voluntary prepayment in accordance with Section 4.11(a) above, the prepayment date specified in the notice shall be deemed the due date for the principal amount (and the interest thereon) to be paid thereunder and should the Borrower fail to pay any such principal amount and/or interest and/or prepayment premium (if any), in accordance with Section 3.6 (Prepayment Fees and Breakage Costs) of the Common Terms Agreement and Section 5.05 (Funding Losses) due on such date, the Borrower shall pay interest on such overdue amounts in accordance with Section 4.07 (Post-Maturity Interest Rates; Default Interest Rates).

(c) Pursuant to Section 3.7 (Pro Rata Payments) of the Common Terms Agreement and Section 2.3(a)(i)(B) (Payments and Prepayments) of the Common Security and Account Agreement (i) any voluntary prepayment of Working Capital Loans or LC Loans may be made without a voluntary pro rata prepayment of Senior Debt under any other Senior Debt Instrument and (ii) any voluntary prepayment of Senior Debt under any other Senior Debt Instrument may be made without a voluntary pro rata prepayment of Working Capital Loans or LC Loans.

Section 4.12 Mandatory Prepayment.

(a) The Borrower shall prepay, with three (3) Business Days’ prior written notice to the Credit Facility Agent, the Term Loans as and when required under Section 3.4 (Mandatory Prepayments) and Section 3.7 (Pro Rata Payments) of the Common Terms Agreement.

(b) The Borrower shall prepay, with three (3) Business Days’ prior written notice to the Credit Facility Agent, the Working Capital Loans or LC Loans in accordance with Section 3.4 (Mandatory Prepayments) and Section 3.7 (Pro Rata Payments) of the Common Terms Agreement solely in the following circumstances:

(i) other than LC Loans incurred to fund a reimbursement obligation with respect to a drawing under a Letter of Credit, as needed to comply with Section 4.03(a) (Repayment of Working Capital Advances); provided that, for the avoidance of doubt, the Borrower shall not be required to cause any issued and outstanding Letters of Credit to be cancelled or returned;

(ii) in accordance with Section 3.4(a)(iii) (Mandatory Prepayments – LNG SPA Prepayment Event) of the Common Terms Agreement;

(iii) in accordance with Section 3.4(a)(vi) (Mandatory Prepayments – Illegality) of the Common Terms Agreement as a result of the occurrence of an Illegality Event with respect to a Working Capital Lender; and

(iv) in accordance with Section 3.4(a)(x) (Mandatory Prepayments – Replacement Debt) of the Common Terms Agreement in the event and to the extent the additional debt triggering such prepayment has been incurred to replace such Working Capital Loans and/or LC Loans.

Working Capital Commitments shall be cancelled in the case of the mandatory prepayments set forth in clauses (ii) and (iv) above as provided in Sections 3.4(a)(iii) (Mandatory Prepayments – LNG SPA Prepayment Event) and 3.4(a)(x) (Mandatory Prepayment – Replacement Debt) of the Common Terms Agreement, respectively, and shall be suspended in the case of the mandatory prepayment set forth in clause (iii) above as provided in Section 3.4(a)(vi) (Mandatory Prepayments – Illegality) of the Common Terms Agreement.

(c) Application of Prepayments of Loans to Base Rate Loans and LIBOR Loans. Any prepayment of Loans of a Lender pursuant to this Section 4.12 (Mandatory Prepayments) shall be applied first to such Lender’s Base Rate Loans to the full extent thereof and second to such Lender’s LIBOR Loans.

Section 4.13 Time and Place of Payments.

(a) Except as provided in Section 3.02(b) (Reimbursement to Issuing Banks), the Borrower shall make each payment (including any payment of principal of or interest on any Loan or any Fees or other Loan Obligations) hereunder without set-off, deduction or counterclaim not later than 12:00 noon New York City time on the date when due in Dollars and, in immediately available funds, to the Credit Facility Agent at the account set forth in Schedule IV (Credit Facility Agent Account Details) or at such other office or account as may from time to time be specified by the Credit Facility Agent to the Borrower. Funds received after 1:00 p.m. New York City time may, at the Credit Facility Agent’s discretion, be deemed to have been received by the Credit Facility Agent on the next succeeding Business Day.

(b) The Credit Facility Agent shall promptly remit in immediately available funds to each Credit Facility Secured Party its share, if any, of any payments received by the Credit Facility Agent for the account of such Credit Facility Secured Party.

(c) Whenever any payment (including any payment of principal of or interest on any Term Loan or any Fees or other Loan obligations) hereunder shall become due, or otherwise would occur, on a day that is not a Business Day, such payment shall (except as otherwise required by the proviso to the definition of “Interest Period” with respect to LIBOR Loans and in the case of the Final Maturity Date, in which case the due date for payment shall be the immediately preceding Business Day) be made on the immediately succeeding Business Day, and such increase of time shall in such case be included in the computation of interest or Fees, if applicable.

Section 4.14 Advances and Payments Generally.

(a) Except as provided in Section 3.02(b) (Reimbursement to Issuing Banks), unless the Credit Facility Agent has received notice from the Borrower prior to the date on which any payment is due to the Credit Facility Agent for the account of the Lenders or any Issuing Bank hereunder that the Borrower will not make such payment, the Credit Facility Agent may assume that the Borrower has made such payment on such date in accordance with this Agreement and may, in reliance upon such assumption, distribute to the Lenders or the applicable Issuing Bank(s) the amount due. If the Borrower has not in fact made such payment, then each of the Lenders or the applicable Issuing Bank(s) severally agrees to repay to the Credit Facility Agent forthwith on demand the amount so distributed to such Lender in immediately available funds with interest thereon, for each day from (and including) the date such amount is distributed to it to (but excluding) the date of payment to the Credit Facility Agent, at the Federal Funds Effective Rate. A notice of the Credit Facility Agent to any Lender or Issuing Bank with respect to any amount owing under this Section 4.14 (Advances and Payments Generally) shall be conclusive, absent manifest error.

(b) Nothing herein shall be deemed to obligate any Lender or Issuing Bank to obtain funds for any Loan or Letter of Credit reimbursement obligation in any particular place or manner or to constitute a representation by any Lender or Issuing Bank that it has obtained or will obtain funds for any Loan in any particular place or manner.

Section 4.15 Fees.

(a) From and including the Closing Date until the end of the Term Loan Availability Period or with respect to any Term Lender, until the date on which such Term Lender’s Term Loan Commitments are terminated (solely to the extent of such terminated Term Loan Commitments), the Borrower agrees to pay to the Credit Facility Agent, for the account of the Term Lenders, on each CTA Payment Date beginning on the first CTA Payment Date that is also an Interest Payment Date, a commitment fee (a “Term Loan Commitment Fee”) at a rate per annum equal to 35% of the Applicable Margin applicable to LIBOR Loans on the average daily amount by which the Term Loan Commitments exceed the aggregate outstanding principal amount of the Term Loans during the relevant fiscal quarter (or portion thereof) then ended; provided that all Commitment Fees shall be payable in arrears and computed on the basis of the actual number of days elapsed in a year of 360 days, as prorated for any partial quarter, as applicable. Notwithstanding the foregoing, the Borrower will not be required to pay any Commitment Fee to any Term Lender with respect to any period in which such Term Lender was a Defaulting Lender.

(b) From and including the Closing Date until the Working Capital Loan Termination Date, the Borrower agrees to pay to the Credit Facility Agent, for the account of each Working Capital Lender a commitment fee (a “Working Capital Commitment Fee” and, together with the Term Loan Commitment Fee, the “Commitment Fees”) on the daily average amount of such Working Capital Lender’s unused Working Capital Commitment at a rate per annum equal to 35% of the Applicable Margin for LIBOR Loans from the date hereof until the Final Maturity Date, payable quarterly in arrears on the last Business Day of each fiscal quarter, commencing on the first such date to occur following the date hereof, and the Working Capital Loan Termination Date. Notwithstanding the foregoing, the Borrower will not be required to pay any

Working Capital Commitment Fee to any Working Capital Lender with respect to any period in which such Working Capital Lender was a Defaulting Lender.

(c) The Borrower agrees to pay to the Credit Facility Agent for the account of each Working Capital Lender a letter of credit fee (the “LC Fee”) on (i) the average daily aggregate amount of such Working Capital Lender’s Commitment Percentage of the LC Available Amount, if any, of all Fronted Letters of Credit and (ii) the average daily aggregate amount of the LC Available Amount, if any, of any Non-Fronted Letters of Credit issued by such Working Capital Lender in its capacity as an Issuing Bank, each at a rate per annum equal to the Applicable Margin for LIBOR Loans, payable quarterly in arrears on the last Business Day of each fiscal quarter, commencing on the first such date to occur following the date of issuance of any Letter of Credit hereunder, and on the Working Capital Loan Termination Date; provided, however, that upon the occurrence and during the continuance of a Loan Facility Event of Default, with respect to any outstanding Letters of Credit which are not cash collateralized pursuant to Section 9.05 (Application of Proceeds), such LC Fee shall be increased by 2.0% per annum.

(d) The Borrower agrees to pay to each Issuing Bank a letter of credit fronting fee (the “Fronting Fee”) in an amount equal to 0.20% per annum of the aggregate LC Available Amount of each Fronted Letter of Credit issued by such Issuing Bank, payable quarterly in arrears on the last Business Day of each fiscal quarter, commencing on the first such date to occur following the date of issuance of such Letter of Credit hereunder, and on the Working Capital Loan Termination Date.

(e) The Borrower agrees to pay or cause to be paid to the Credit Facility Agent for the account of the Lenders and the Credit Facility Agent, additional fees in the amounts and at the times from time to time agreed to by the Borrower and the Credit Facility Agent, including pursuant to each fee letter with an Initial Coordinating Lead Arranger, Coordinating Lead Arranger or Documentation Bank and any other fee letters entered into by the Borrower with any of the Lenders from time to time in respect of the Credit Facility Agreement.

(f) All Fees shall be paid on the dates due in immediately available funds. Once paid, none of the Fees shall be refundable under any circumstances.

(g) All Commitment Fees, Fronting Fees and LC Fees shall be computed on the basis of 360-day year, as prorated for any partial quarter, as applicable.

(h) The Borrower shall not be liable to pay any Lender or Issuing Bank any upfront fees, fronting fees or agent fees, nor shall it be liable to pay any other fees, costs, expenses or charges with respect to the transactions contemplated under this Agreement, other than as may be specifically stated in this Agreement, the Fee Letters or any other agreement in writing between such Lender or Issuing Bank and the Borrower.

Section 4.16 Pro Rata Treatment.

(a) The portion of any Type of Loan or Advance made shall be allocated by the Credit Facility Agent among the applicable Lenders such that, following each Loan or Advance,

the ratio of each Lender’s outstanding Commitments of such Type to the outstanding Aggregate Commitment of such Type is equal to each Lender’s respective Commitment Percentage of such Type.

(b) Except as otherwise provided in Section 5.01 (LIBOR Lending Unlawful), each reduction of Commitments of any Type, pursuant to Section 2.07 (Termination or Reduction of Commitments) or otherwise, shall be allocated by the Credit Facility Agent pro rata among the applicable Lenders in accordance with, and subject to the exceptions in, Section 2.07 (Termination or Reduction of Commitments) and Section 3.8 (Reductions and Cancellations of Facility Debt Commitments) of the Common Terms Agreement. Each reduction in Issuing Bank Limits shall be allocated by the Credit Facility Agent pro rata among the Issuing Banks.

(c) Except as otherwise required under Section 3.7 (Pro Rata Payment) of the Common Terms Agreement and Section 4.11 (Voluntary Prepayment), Section 4.12 (Mandatory Prepayment) or Article V (LIBOR And Tax Provisions), (i) each payment or prepayment of principal of a Type of Loans shall be allocated by the Credit Facility Agent pro rata among the applicable Lenders in accordance with the respective principal amounts of their outstanding Loans of such Type (other than Defaulting Lenders), (ii) each payment of interest on a Type of Loans shall be allocated by the Credit Facility Agent pro rata among the applicable Lenders in accordance with the respective interest amounts outstanding on their Loans of such Type (other than Defaulting Lenders) and (iii) each payment of the Commitment Fees shall be allocated by the Credit Facility Agent pro rata among the applicable Lenders in accordance with their respective Term Loan Commitments or Working Capital Commitments (other than Defaulting Lenders), as applicable.

Section 4.17 Sharing of Payments.

(a) If any Lender or Issuing Bank obtains any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Type of Loan (other than pursuant to the terms of Article V (LIBOR And Tax Provisions) or Section 4.16 (Pro Rata Treatment)) in excess of its pro rata share of payments then or therewith obtained by all Lenders holding Loans of such Type, such Lender or Issuing Bank shall purchase from the other applicable Lenders (for cash at face value) such participations in Loans of such Type made by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided, however, that, if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender or Issuing Bank, the purchase shall be rescinded and each Lender that has sold a participation to the purchasing Lender or Issuing Bank shall repay to the purchasing Lender or Issuing Bank the purchase price to the ratable extent of such recovery together with an amount equal to such selling Lender’s ratable share (according to the proportion of (x) the amount of such selling Lender’s required repayment to the purchasing Lender or Issuing Bank to (y) the total amount so recovered from the purchasing Lender or Issuing Bank) of any interest or other amount paid or payable by the purchasing Lender or Issuing Bank in respect of the total amount so recovered. The Borrower agrees that any Lender or Issuing Bank so purchasing a participation from another Lender pursuant to this Section 4.17(a) (Sharing of Payments) may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 11.13 (Right of Set-off))

with respect to such participation as fully as if such Lender or Issuing Bank were the direct creditor of the Borrower in the amount of such participation. The provisions of this Section shall not be construed to apply to any payment by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans.

(b) If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 4.17 (Sharing of Payments) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.17 (Sharing of Payments) to share in the benefits of any recovery on such secured claim.

Section 4.18 Defaulting Lenders.

(a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law, any payment of principal, interest, fees or other amounts received by the Credit Facility Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX (Default and Enforcement) or otherwise) shall be applied at such time or times as may be determined by the Credit Facility Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Credit Facility Agent hereunder or under any other Finance Document; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank hereunder; third, to cash collateralize the Issuing Banks’ Fronting Exposure, if any, with respect to such Defaulting Lender in accordance with the procedures set forth in Section 9.03(a) (Action Upon Event of Default); fourth, as the Borrower may request (so long as no Loan Facility Event of Default or Unmatured Loan Facility Event of Default exists), to the funding of any Advance or Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Credit Facility Agent; fifth, if so determined by the Credit Facility Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances or Loans under this Agreement and (y) cash collateralize the Issuing Banks’ future Fronting Exposure, if any, with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement in accordance with the procedures set forth in Section 9.03(a) (Action Upon Event of Default); sixth, to the payment of any amounts owing to the Lenders or the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or any Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Loan Facility Event of Default or Unmatured Loan Facility Event of Default has occurred and is continuing, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that, if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when

the conditions set forth in Section 7.01 (Conditions to Closing), Section 7.02 (Conditions to Each Term Loan Advance) or Section 7.03 (Conditions to Each Working Capital Advance), as applicable, were satisfied or waived, such payment shall be applied solely to pay the Loans owed to all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans owed to such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit are held by the Lenders pro rata in accordance with their applicable Commitments without giving effect to Section 4.18(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 4.18 shall be deemed paid to and redirected by such Defaulting Lender, and such Defaulting Lender irrevocably consents hereto.

(b) All or any part of such Defaulting Lender’s participation in LC Exposure shall be reallocated pro rata among the Non-Defaulting Lenders in accordance with their respective Commitment Percentages (calculated without regard to such Defaulting Lender’s Working Capital Commitment) but only to the extent that (i) the conditions set forth in Section 4.3(c) (Conditions to Each Advance under the Working Capital Facility – Absence of Default) and Section 4.3(d) (Conditions to Each Advance under the Working Capital Facility – Representations and Warranties) of the Common Terms Agreement are satisfied at the time of such reallocation, and (ii) such reallocation does not cause the sum of the outstanding principal amount of the Working Capital Loans, LC Loans and the LC Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Working Capital Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. If the reallocation described in this Section 4.18(b) cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, cash collateralize the Issuing Banks’ Fronting Exposure on account of such Defaulting Lender (after giving effect to partial reallocations) in accordance with the procedures set forth in Section 9.03(a) (Action Upon Event of Default); provided that, the Borrower shall have sixty (60) days from receipt of written notice by the Credit Facility Agent that the reallocation described in this Section 4.18(b) cannot, or can only partially, be effected, to cash collateralize the Issuing Banks’ Fronting Exposure in accordance with this Section 4.18(b), so long as no Loan Facility Event of Default shall have occurred and be continuing during such period.

(c) If the Borrower, the Credit Facility Agent and the Issuing Banks agree in writing that a Lender is no longer a Defaulting Lender, the Credit Facility Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Credit Facility Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with the relative amounts of their applicable Commitments (without giving effect to Section 4.18(b)), whereupon such Lender will cease to be a Defaulting Lender; provided that, no adjustments will be made retroactively with respect to

fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided further that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-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.

(d) So long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit to the extent the reallocation described in Section 4.18(b) cannot be effected or the Borrower has not cash collateralized such Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender.

ARTICLE V

LIBOR AND TAX PROVISIONS

Section 5.01 LIBOR Lending Unlawful. In the event that it becomes unlawful or, by reason of a Change in Law, any Lender is prohibited from making or maintaining LIBOR Loans, then such Lender will promptly notify the Borrower of such event (with a copy to the Credit Facility Agent and Intercreditor Agent) and such Lender’s obligation to make or to continue LIBOR Loans, or to convert Base Rate Loans into LIBOR Loans, as the case may be, shall be suspended until such time as such Lender is not prohibited from making and maintaining LIBOR Loans. During such period of suspension, the Loans that would otherwise be made by such Lender as LIBOR Loans shall be made instead by such Lender as Base Rate Loans and each LIBOR Loan made by such Lender and outstanding will automatically, on the last day of the then existing Interest Period therefor if such Loan may lawfully remain outstanding until the end of such Interest Period, and otherwise immediately, convert into a Base Rate Loan. At the Borrower’s request, each Lender shall use reasonable efforts, including using reasonable efforts to designate a different lending office for funding or booking its Loans or to assign its rights and obligations under the Finance Documents to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or avoid such illegality and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Section 5.02 Inability to Determine LIBOR. If prior to the commencement of any Interest Period for a LIBOR Loan:

(a) the Credit Facility Agent reasonably determines that adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period; or

(b) the Credit Facility Agent is advised by the Required Lenders that such Required Lenders have reasonably determined that LIBOR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their LIBOR Loans for such Interest Period;

then the Credit Facility Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Credit Facility Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practicable), (i) any Interest Period Notice that requests the conversion of any Loan to, or continuation of any Loan as, a LIBOR Loan shall be ineffective and such Loan shall be converted to a Base Rate Loan on the last day of the Interest Period applicable thereto, and (ii) if any Disbursement Request requests a LIBOR Loan, such Loan shall be made as a Base Rate Loan, or, at the election of the Borrower (upon receipt of the determination to be made by the Required Lenders and only if they are able to agree on such a determination), made as a Loan bearing interest at such rate as the Required Lenders shall determine adequately reflects the costs to the Lenders of making such Loans. The Credit Facility Agent shall promptly give notice to the Borrower, the Lenders and the Intercreditor Agent when the circumstances that gave rise to such notice no longer exist and, in such event, any outstanding Base Rate Loans may be converted, on the last day of the then current Interest Period, to LIBOR Loans.

Section 5.03 Increased Costs.

(a) If any Lender or Issuing Bank incurs additional costs or suffers a reduction, in each case, as described in Section 22.1(a) (Increased Costs) of the Common Terms Agreement, the Borrower shall compensate such Lender or Issuing Bank in accordance with Section 22.1(a) (Increased Costs) of the Common Terms Agreement (except to the extent the Borrower is excused from payment pursuant to Section 5.04 (Obligation to Mitigate)). In determining the amount of such compensation, such Lender or Issuing Bank may, subject to Section 22.1(e) (Increased Costs) of the Common Terms Agreement, use any method of averaging and attribution that it (in its sole discretion) shall deem appropriate.

(b) If any Lender or Issuing Bank or Lender’s or Issuing Bank’s holding company has suffered or would suffer a reduced rate of return as described in Section 22.1(b) (Increased Costs) of the Common Terms Agreement, the Borrower shall compensate such Lender or Issuing Bank or (without duplication) such Lender’s or Issuing Bank’s holding company in accordance with Section 22.1(b) (Increased Costs) of the Common Terms Agreement (except to the extent the Borrower is excused from payment pursuant to Section 5.04 (Obligation to Mitigate)).

(c) To claim any amount under this Section 5.03 (Increased Costs), the Credit Facility Agent or a Lender or Issuing Bank, as applicable, shall promptly deliver a certificate in accordance with Section 22.1(c) (Increased Costs) of the Common Terms Agreement (with a copy to the Credit Facility Agent, if delivered by a Lender or Issuing Bank). The Borrower shall pay the Credit Facility Agent or Lender or Issuing Bank, as applicable, in accordance with Section 22.1(c) (Increased Costs) of the Common Terms Agreement.

(d) Promptly after the Credit Facility Agent or Lender or Issuing Bank, as applicable, has determined that it will make a request for increased compensation pursuant to this Section 5.03 (Increased Costs), such Person shall notify the Borrower thereof (with a copy to the Credit Facility Agent and the Intercreditor Agent). Failure or delay on the part of the Credit Facility Agent or Lender or Issuing Bank to demand compensation pursuant to this Section 5.03

(Increased Costs) shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Person pursuant to this Section 5.03 (Increased Costs) for any increased costs or reductions outside of the period referred to in Section 22.1(d) (Increased Costs) of the Common Terms Agreement.

(e) Notwithstanding any other provision in this Agreement, no Lender or Issuing Bank shall demand compensation pursuant to this Section 5.03 (Increased Costs) in the circumstances described in Section 22.1(e) (Increased Costs) of the Common Terms Agreement.

Section 5.04 Obligation to Mitigate.

(a) If any Lender or Issuing Bank requests compensation under Section 5.03 (Increased Costs), or if the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 5.06 (Taxes), then such Lender or Issuing Bank shall have an obligation to mitigate such compensation in accordance with Section 19.5(a) (Mitigation Obligations; Replacement of Lenders) of the Common Terms Agreement.

(b) The Borrower may require a Lender or Issuing Bank to assign and delegate (in accordance with and subject to the restrictions contained in Section 11.04 (Assignments)) its interests, rights and obligations under this Agreement and the related Finance Documents in accordance with Section 19.5(c) (Mitigation Obligations; Replacement of Lenders) of the Common Terms Agreement. Nothing in this Section shall be deemed to prejudice any rights that the Borrower, the Credit Facility Agent or any Lender or any Issuing Bank may have against any Lender or Issuing Bank that is a Defaulting Lender. Notwithstanding anything in this section to the contrary, any Working Capital Lender that acts as an Issuing Bank may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Working Capital Lender (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such Issuing Bank and/or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Bank) have been made with respect to such outstanding Letter of Credit.

Section 5.05 Funding Losses. In the event of (a) the payment of any principal of any LIBOR Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Loan Facility Event of Default), (b) the conversion of any LIBOR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any LIBOR Loan on the date specified in any notice delivered pursuant hereto (other than through any default by the relevant Lender seeking reimbursement) or (d) the assignment of any LIBOR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 5.04 (Obligation to Mitigate) (a “Breakage Event”), then, in any such event, the Borrower shall compensate each Lender for the Breakage Costs. Such Breakage Costs shall be determined by the Credit Facility Agent based upon the information delivered to it by such Lender. To claim any amount under this Section 5.05 (Funding Losses), the Credit Facility Agent shall promptly deliver to the Borrower a certificate setting forth in reasonable detail any amount or amounts that the applicable Lender is entitled to

receive pursuant to this Section 5.05 (Funding Losses) (including calculations, in reasonable detail, showing how the Credit Facility Agent computed such amount or amounts), which certificate shall be based upon the information delivered to the Credit Facility Agent by such Lender. The Borrower shall pay to the Credit Facility Agent for the benefit of the applicable Lender the amount due and payable and set forth on any such certificate within 30 days after receipt thereof.

Section 5.06 Taxes. Any and all payments on account of any Loan Obligations shall be made in accordance with the provisions of Article 21 (Tax Gross-up and Indemnities) of the Common Terms Agreement.

Section 5.07 Effect of Benchmark Transition Event.

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Finance Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Credit Facility Agent and the Borrower may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. New York City time on the fifth (5th) Business Day after the Credit Facility Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Credit Facility Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Credit Facility Agent written notice that such Required Lenders accept such amendment. No replacement of LIBOR with a Benchmark Replacement pursuant to this Section 5.07 (Effect of Benchmark Transition Event) will occur prior to the applicable Benchmark Transition Start Date.

(b) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Credit Facility Agent, with the written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Finance Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(c) Notices; Standards for Decisions and Determinations. The Credit Facility Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Credit Facility Agent or Lenders pursuant to this Section 5.07 (Effect of Benchmark Transition Event) including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion

and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 5.07 (Effect of Benchmark Transition Event).

(d) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for an Advance of, conversion to or continuation of LIBOR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for an Advance of or conversion to Base Rate Loans. During any Benchmark Unavailability Period, the component of the Base Rate based upon LIBOR will not be used in any determination of the Base Rate.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Section 6.01 Incorporation of Common Terms Agreement. The representations and warranties of the Obligors set forth in Article 5 (Representations and Warranties of Obligors) of the Common Terms Agreement have been made to and for the benefit of each of the Lenders and shall apply mutatis mutandis to this Article VI as if fully set forth herein.

ARTICLE VII

CONDITIONS PRECEDENT

Section 7.01 Conditions to Closing. The occurrence of the Closing, the effectiveness of the Lenders’ Commitments, the obligation of each of the Lenders to make available its Initial Advance and the obligation of the Issuing Banks to issue any Letters of Credit on the Closing Date shall be subject to the satisfaction (or waiver by each of the Lenders and each of the Issuing Banks) of each of the conditions precedent set forth in Section 4.1 (Conditions to Closing Date and Initial Advance) of the Common Terms Agreement, which conditions precedent are incorporated by reference and shall apply mutatis mutandis to this Section 7.01 (Conditions to Closing) as if fully set forth herein.

Section 7.02 Conditions to Each Term Loan Advance. The obligation of each Term Lender to make any Advance of Term Loans (whether from the Base Term Loan Commitment or Contingency Reserve Term Loan Commitment) shall be subject to the satisfaction (or waiver by the Credit Facility Agent acting on the instruction of the Required Term Lenders), prior to the making of such Advance, of each of the conditions precedent (and in the case of any Advance of Term Loans other than the Initial Advance, no others) set forth in Section 4.2 (Conditions to Each Advance) of the Common Terms Agreement, which conditions precedent are incorporated by reference and shall apply mutatis mutandis to this Section 7.02 (Conditions to Each Term Loan Advance) as if fully set forth herein.

Section 7.03 Conditions to Each Working Capital Advance.

The obligation of (i) any Issuing Bank to issue Letters of Credit (or extend the maturity thereof (other than any automatic extension thereunder) or modify or amend the terms thereof)

and (ii) the Working Capital Lenders to make available Working Capital Loans, in each case, subsequent to the Closing Date is subject to the satisfaction (or waiver by the Credit Facility Agent acting on the instruction of the Required Working Capital Lenders and the relevant Issuing Banks, as applicable), prior to issuing such Letter of Credit (or extension, modification or amendment thereof) or to the making of such Working Capital Advance, of each of the conditions precedent set forth in Section 4.3 (Conditions to Each Advance under the Working Capital Facility) of the Common Terms Agreement, which conditions precedent are incorporated by reference and shall apply mutatis mutandis to this Section 7.03 (Conditions to Each Working Capital Advance) as if fully set forth herein.

Section 7.04 Conditions to Occurrence of the Project Completion Date.

The occurrence of the Project Completion Date is subject to the satisfaction of each of the conditions (or waiver by the Credit Facility Agent acting on the instruction of the Required Lenders) of the conditions precedent set forth in Section 14.1 (Conditions to Occurrence of the Project Completion Date) of the Common Terms Agreement, which conditions precedent are incorporated by reference and shall apply mutatis mutandis to this Section 7.04 (Conditions to Occurrence of the Project Completion Date) as if fully set forth herein.

ARTICLE VIII

COVENANTS

Section 8.01 Covenants. The covenants of the Obligors set forth in Article 6 (Incurrence of Additional Senior Debt), Article 7 (Permitted Development Expenditures/Expansions), Article 8 (LNG SPA Covenants), Article 9 (Material Construction Contracts), Article 10 (Reporting by the Borrower), Article 11 (Restricted Payments), Article 12 (Obligors Covenants), Article 13 (Consultants), Section 14.2 (Project Completion Date Waterfall) and Article 20 (Subordination) the Common Terms Agreement have been made to and for the benefit of each of the Lenders and shall apply mutatis mutandis to this Article VIII as if fully set forth herein.

ARTICLE IX

DEFAULT AND ENFORCEMENT

Section 9.01 Events of Default. The occurrence of any Loan Facility Event of Default under the Common Terms Agreement shall constitute an event of default under this Agreement, subject to all of the relevant provisions of the Common Terms Agreement.

Section 9.02 Acceleration Upon Bankruptcy. If any Loan Facility Event of Default described in Section 15.1(d)(i) (Loan Facility Events of Default – Bankruptcy) of the Common Terms Agreement occurs, all outstanding Commitments, if any, shall automatically terminate and the outstanding principal amount of the outstanding Loans and all other Loan Obligations shall automatically be and become immediately due and payable, in each case without notice, demand or further act of the Credit Facility Agent, the Lenders, the Intercreditor Agent, the

Collateral Agent or any other Credit Facility Secured Party in accordance with Section 16.1(b) (Facility Lender Remedies for Loan Facility Declared Events of Default - Initiating Percentage for Enforcement Action with Respect to Collateral) of the Common Terms Agreement.

Section 9.03 Action Upon Event of Default.

(a) If any Loan Facility Event of Default under the Common Terms Agreement or this Agreement occurs and is Continuing, the Lenders and the Issuing Banks may, by decision of the Required Lenders (i) instruct the Credit Facility Agent, as Senior Creditor Group Representative for the Lenders and the Issuing Banks, to further instruct the Intercreditor Agent to declare that a Loan Facility Declared Default has occurred under this Agreement in accordance with Section 15.2(a) (Declaration of Loan Facility Declared Default) of the Common Terms Agreement and (ii) thereafter, subject to the Intercreditor Agreement and the Common Security and Account Agreement, exercise, or instruct the Intercreditor Agent to exercise, any Enforcement Action provided under Section 16.1 (Facility Lender Remedies for Loan Facility Declared Events of Default) of the Common Terms Agreement (including, subject to the Common Terms Agreement and the Common Security and Account Agreement, requiring the Borrower to deposit with the Credit Facility Agent an amount in the LC Cash Collateral Account equal to one hundred two percent (102%) of the amount available to be drawn under all Letters of Credit then outstanding), each of which is incorporated by reference and shall apply mutatis mutandis to this Section 9.03 (Action Upon Event of Default) as if fully set forth herein; provided that nothing herein shall, upon the occurrence of a Loan Facility Event of Default under Section 15.1(d)(i) (Loan Facility Events of Default – Bankruptcy) of the Common Terms Agreement, require any certification, declaration or other notice prior to the deemed declaration of such Loan Facility Declared Default or the acceleration of the Loans in connection with the occurrence thereof as provided under Section 16.1(b) (Facility Lender Remedies for Loan Facility Declared Events of Default - Initiating Percentage for Enforcement Action with Respect to Collateral) of the Common Terms Agreement.

(b) Subject to Section 10.5 (Certain Agreements with Respect to Bankruptcy) of the Common Security and Account Agreement, following commencement of any Bankruptcy Proceeding by or against either Obligor or Pledgor any Lender may: (1) file a claim or statement of interest with respect to (and to the extent of) the Senior Debt Obligations (if any) owed by such person to such Lender or Issuing Bank in accordance with the Finance Documents, (2) vote on any plan of reorganization and (3) make other filings, arguments, objections and motions in connection with such Bankruptcy Proceeding, in each case in accordance with the terms of the Finance Documents (other than any requirement for an intercreditor vote to take such action).

(c) Any termination and acceleration made pursuant to this Section 9.03 (Action Upon Event of Default) and Section 16.1(a)(ii) (Facility Lender Remedies for Loan Facility Declared Event of Default – Enforcement Action) of the Common Terms Agreement may, should the Required Lenders in their sole and absolute discretion so elect, be rescinded by written notice to the Borrower at any time after the principal of the Loans has become due and payable, but before any judgment or decree for the payment of the monies so due, or any part thereof, has been entered; provided that, no such rescission or annulment shall extend to or affect any subsequent Loan Facility Event of Default or impair any right consequent thereon.

(d) An event of default under this Credit Facility Agreement shall be deemed to be declared, in respect of any Loan Facility Event of Default referred to in Section 15.1(d)(i) (Loan Facility Events of Default – Bankruptcy) of the Common Terms Agreement, immediately and automatically upon its occurrence, without the requirement for any certification, declaration or other notice from an Term Lender or the Intercreditor Agent or any Senior Creditor in accordance with Section 15.2(a) (Declaration of Loan Facility Declared Default) of the Common Terms Agreement.

(e) Promptly after any Lender obtains knowledge of any Loan Facility Event of Default, such Lender shall notify the Credit Facility Agent in writing of such Loan Facility Event of Default, which notice shall describe such Loan Facility Event of Default in reasonable detail (including the date of occurrence of the same), specifically refer to this Section 9.03(e) (Action Upon Event of Default) and indicate that such notice is a notice of default.

Section 9.04 Cash Collateralization of Letters of Credit. Subject to the Common Terms Agreement and the Common Security and Account Agreement:

(a) Amounts held in the LC Cash Collateral Account shall be the property of the Credit Facility Agent for the benefit of the Issuing Banks and Working Capital Lenders and shall be applied by the Credit Facility Agent to the repayment of LC Loans deemed made under any Letters of Credit.

(b) The balance, if any, in the LC Cash Collateral Account, after all Letters of Credit shall have expired or been fully drawn upon and giving effect to the payment of any LC Loans pursuant to Section 9.04(a), shall be applied to repay the other Loan Obligations according to Section 9.05 (Application of Proceeds).

Section 9.05 Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Credit Facility Agent from the Collateral Agent after the occurrence and during the continuance of a Loan Facility Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Credit Facility Agent against the Loan Obligations in accordance with Section 6.7(b) (Enforcement Proceeds Account) of the Common Security and Account Agreement (but without prejudice to the right of the Lenders or the Issuing Banks, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower).

ARTICLE X

THE CREDIT FACILITY AGENT

Section 10.01 Appointment and Authority.

(a) Each of the Lenders and each of the Issuing Banks hereby appoints, designates and authorizes Natixis, New York Branch as its Credit Facility Agent under and for purposes of each Finance Document to which the Credit Facility Agent is a party, and in its capacity as the Credit Facility Agent, to act on its behalf as Senior Creditor Group Representative and the Designated Voting Party (as defined in the Intercreditor Agreement) for the Lenders and Issuing

Banks. Natixis, New York Branch hereby accepts this appointment and agrees to act as the Credit Facility Agent for the Lenders and Issuing Banks in accordance with the terms of this Agreement. Each Lender and Issuing Bank hereby appoints and authorizes the Credit Facility Agent to execute and enter into each of the Common Terms Agreement, Intercreditor Agreement and Common Security and Account Agreement, and each other Finance Document to which it is party, on behalf of such Lender and such Issuing Bank, in its name, place and stead, to bind it to the representations, warranties, terms and conditions contained therein and to act on behalf of such Lender or such Issuing Bank under each Finance Document to which it is a party and in the absence of other written instructions from the Required Lenders received from time to time by the Credit Facility Agent (with respect to which the Credit Facility Agent agrees that it will comply, except as otherwise provided in this Section 10.01 or as otherwise advised by counsel, and subject in all cases to the terms of the Intercreditor Agreement), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Credit Facility Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Where the Credit Facility Agent is required or permitted to act under this Agreement or under any other Finance Document, the Credit Facility Agent shall, notwithstanding anything herein or therein to the contrary, (i) be entitled to request instruction or direction in respect of any such rights, powers and discretions or clarification of any written instruction received by it, as to whether, and in what manner, it should exercise or refrain from exercising its rights, powers and discretions and (ii) unless the terms of the agreement unambiguously mandate the action, may refrain from acting (and will incur no liability in refraining to act) until that direction, instruction or clarification is received by it from the relevant parties or from a court of competent jurisdiction. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Credit Facility Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Government Rule. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) Except to the extent that the Credit Facility Agent is acting on express instructions, the Credit Facility Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of his or her own affairs (taking into account the interests of all the Lenders and Issuing Banks benefiting from this Agreement). Nothing in this Agreement or any other Finance Document shall, in any case in which the Credit Facility Agent has failed to show such degree of care and skill, exempt the Credit Facility Agent from or indemnify it against any liability arising out of its own gross negligence, fraud or willful misconduct in relation to its duties under this Agreement or any other Finance Document as determined by a court of competent jurisdiction in a final non-appealable judgment.

(c) The Credit Facility Agent may not begin any legal action or proceeding in the name of a Lender or Issuing Bank, except as specifically permitted under the terms of this Agreement or the other Finance Documents.

(d) The provisions of this Article X are solely for the benefit of the Credit Facility Agent and the Term Lenders, and neither the Borrower nor any other Person shall have rights as a third party beneficiary of any of such provisions other than the Borrower’s rights under Section 10.07(a) and (b) (Resignation or Removal of Credit Facility Agent) and Section 10.13 (Agreement to Comply with Finance Documents).

Section 10.02 Rights as a Facility Lender or Hedging Bank. Each Person serving as the Credit Facility Agent hereunder or under any other Finance Document shall have the same rights and powers in its capacity as a Facility Lender or Hedging Bank, as the case may be, as any other Facility Lender or Hedging Bank, as the case may be, and may exercise the same as though it were not the Credit Facility Agent. Each such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or Affiliates of the Borrower as if such Person were not the Credit Facility Agent hereunder and without any duty to account therefor to the Lenders and Issuing Banks.

Section 10.03 Exculpatory Provisions.

(a) The Credit Facility Agent shall not have any duties or obligations except those expressly set forth herein and in the other Finance Documents. Without limiting the generality of the foregoing, the Credit Facility Agent shall not:

(i) be subject to any fiduciary or other implied duties (except for an implied covenant of good faith), regardless of whether a Loan Facility Event of Default or Unmatured Loan Facility Event of Default has occurred and is Continuing;

(ii) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Finance Documents that the Credit Facility Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Finance Documents); provided that the Credit Facility Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Credit Facility Agent to liability or that is contrary to any Finance Document or applicable Government Rule; or

(iii) except as expressly set forth herein and in the other Finance Documents, have any duty to disclose, nor shall the Credit Facility Agent be liable for any failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Credit Facility Agent or any of its Affiliates in any capacity.

(b) The Credit Facility Agent shall not be liable for any action taken or not taken by it (i) with the prior written consent or at the request of the Required Lenders (or such other number or percentage of the Lenders or the Issuing Banks as may be necessary, or as the Credit Facility Agent may believe in good faith to be necessary, under the circumstances as provided in Section 11.01 (Decisions; Amendments, Etc.)) or (ii) in the absence of its own gross negligence, fraud or willful misconduct as determined by a court of competent jurisdiction by a final and

non-appealable order. The Credit Facility Agent shall not be deemed to have knowledge or notice of the occurrence of any Loan Facility Event of Default unless the Credit Facility Agent has received a written notice in accordance with Section 9.03(d) (Action Upon Event of Default) or with Section 2.4(d) (Defaults) of the Intercreditor Agreement or from the Intercreditor Agent, the Obligors, the Pledgor or a Senior Creditor Group Representative referring to this Credit Facility Agreement, describing events or actions constituting a Loan Facility Event of Default and indicating that such notice is a notice of default. If the Credit Facility Agent receives such a notice of the occurrence of any Loan Facility Event of Default, the Credit Facility Agent shall give notice thereof to the Lenders, the Issuing Banks and the Intercreditor Agent. Subject to Article 16 (Common Remedies and Enforcement) of the Common Terms Agreement, the Credit Facility Agent shall take such action with respect to such Loan Facility Event of Default as is provided in Article IX (Default and Enforcement).

(c) The Credit Facility Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Finance Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence or Continuance of any Loan Facility Event of Default or Unmatured Loan Facility Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Finance Document or any other agreement, instrument or document, or the perfection or priority of any Lien or security interest created or purported to be created by any Security Document, (v) the nature or sufficiency of any payment received by the Credit Facility Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, or (vi) the satisfaction of any condition set forth in Article VII (Conditions Precedent) or elsewhere herein, other than to confirm receipt of any items expressly required to be delivered to the Credit Facility Agent, except those irregularities or errors of which the Credit Facility Agent has actual knowledge, and provided that nothing herein shall constitute a waiver by any Obligor or any Lender or any Issuing Banks of any of their rights against the Credit Facility Agent as a result of its gross negligence, fraud or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment. If any remittance or communication received by the Credit Facility Agent appears manifestly erroneous or irregular to the Credit Facility Agent, it shall be under a duty to make prompt inquiry to the Person originating such remittance or communication in order to determine whether a clerical error or inadvertent mistake has occurred.

(d) The Credit Facility Agent shall not be liable to the Obligors for any breach by any Lender or any Issuing Bank of this Agreement or any other Finance Document (other than by the Facility Agent’s own gross negligence, willful misconduct or fraud as determined by a court of competent jurisdiction in a final and nonappealable judgment) or be liable to any Lender or any Issuing Bank for any breach by any Obligor of this Agreement or any other Finance Document.

Section 10.04 Reliance by Credit Facility Agent.

(a) The Credit Facility Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Credit Facility Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan or issuance of a Letter of Credit that by its terms must be fulfilled to the satisfaction of each Lender, each Issuing Bank or the Required Lenders, the Credit Facility Agent may presume that such condition is satisfactory to such Lender, such Issuing Bank or the Required Lenders, as the case may be, unless the Credit Facility Agent has received notice to the contrary from such Lender, such Issuing Bank or the Required Lenders or the Intercreditor Agent prior to the making of such Loan or issuance of such Letter of Credit. The Credit Facility Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Credit Facility Agent shall not be responsible for the negligence or misconduct of any legal counsel, independent accountants and other experts selected by it in good faith, and shall not be required to make any investigation as to the accuracy or sufficiency of any such advice or services; provided that nothing herein shall constitute a waiver by the Obligors, the Lenders or the Issuing Banks of any of their rights against (A) the Credit Facility Agent as a result of its gross negligence, fraud or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment or (B) such counsel, accountants or other experts.

(b) Each Obligor, each Lender and each Issuing Bank shall deliver to the Credit Facility Agent (or, in the case of the Obligors, deliver to the Intercreditor Agent for delivery to each Facility Agent) a list of authorized signatories, together, in the case of the Obligors, with a certificate of an officer of such party certifying the names and true signatures of such authorized signatories who are authorized to sign any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent, agreement or other document or communication furnished to the Credit Facility Agent hereunder or under the other Finance Documents and the Credit Facility Agent shall be entitled to rely conclusively on such list until a new list is furnished by an Obligor, a Lender or an Issuing Bank, as the case may be, to the Credit Facility Agent (or, in the case of the Obligors, to the Intercreditor Agent for delivery to each Facility Agent).

Section 10.05 Delegation of Duties. The Credit Facility Agent may perform any and all of its duties and exercise any and all its rights and powers hereunder or under any other Finance Document by or through any one or more sub-agents appointed by the Credit Facility Agent. The Credit Facility Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article X shall apply to any such sub-agent and to the Related Parties of the Credit Facility Agent, and shall apply to all of their respective activities in connection with their acting as or for the Credit Facility Agent.

Section 10.06 Indemnification by the Lenders. Without limiting the obligations of the Obligors hereunder or under the other Finance Documents, each Lender agrees that it shall, from time to time on demand by the Credit Facility Agent, indemnify the Credit Facility Agent and its Related Parties (ratably in accordance with its then applicable proportionate share) for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable legal fees) or disbursements of any kind or nature whatsoever, which may at any time be imposed on, incurred by or asserted against the Credit Facility Agent or any of its Related Parties in any way relating to or arising out of this Agreement, the other Finance Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof or of any such other documents; provided, however, that no Lender shall be liable for any of the foregoing to the extent they arise solely from the Credit Facility Agent’s gross negligence, fraud or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Credit Facility Agent shall be fully justified in taking, refusing to take or continuing to take any action hereunder unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking, refusing to take or continuing to take any such action. Without limitation of the foregoing, each Lender agrees to reimburse, ratably in accordance with all its Loan Commitments, the Credit Facility Agent promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred by the Credit Facility Agent in connection with the preparation, execution, administration, amendment, waiver, modification or enforcement of, or legal advice in respect of rights or responsibilities under, the Finance Documents, to the extent that the Credit Facility Agent is not reimbursed promptly for such expenses by the Obligors in accordance with the Finance Documents; provided that upon recovery of any or all of such costs and expenses by the Credit Facility Agent from the Obligors, the Credit Facility Agent shall remit to each Lender that has paid such costs and expenses to the Credit Facility Agent pursuant to this Section 10.06 (Indemnification by the Lenders) its ratable share of such amounts so recovered. The obligation of the Lenders to make payments pursuant to this Section 10.06 (Indemnification by the Lenders) is several and not joint or joint and several, and the same shall survive the payment in full of the Loan Obligations and the termination of this Agreement and the other Finance Documents.

Section 10.07 Resignation or Removal of Credit Facility Agent.

(a) The Credit Facility Agent may resign from the performance of all its functions and duties hereunder and under the other Finance Documents at any time by giving thirty (30) days’ prior notice to the Borrower, the Lenders and the Issuing Banks. The Credit Facility Agent may be removed at any time (i) by the Required Lenders for such Person’s gross negligence, fraud or willful misconduct or (ii) by the Borrower, with the consent of the Required Lenders and so long as no Loan Facility Event of Default or Unmatured Loan Facility Event of Default has occurred and is Continuing, for such Person’s gross negligence, fraud or willful misconduct. In the event Natixis, New York Branch is no longer the Credit Facility Agent, any successor Credit Facility Agent may be removed at any time with cause by the Required Lenders. Any such resignation or removal shall take effect upon the appointment of a successor Credit Facility Agent, in accordance with this Section 10.07 (Resignation or Removal of Credit Facility Agent) and Section 19.3 (Replacement of Facility Agents) of the Common Terms Agreement.

(b) Upon any notice of resignation by the Credit Facility Agent or upon the removal of the Credit Facility Agent by the Required Lenders, or by the Borrower with the approval of the Required Lenders pursuant to Section 10.07(a) (Resignation or Removal of Credit Facility Agent), the Required Lenders shall appoint a successor Credit Facility Agent, hereunder and under each other Finance Document to which the Credit Facility Agent is a party, such successor Credit Facility Agent to be a commercial bank or financial institution having combined capital and surplus of at least $1,000,000,000; provided that, if no Loan Facility Event of Default or Unmatured Loan Facility Event of Default shall then be Continuing, the appointment of a successor Credit Facility Agent shall also be subject to the prior written consent of the Borrower (such acceptance not to be unreasonably withheld, conditioned or delayed). The fees payable by the Borrower to a successor Credit Facility Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.

(c) If no successor Credit Facility Agent shall have been so appointed and shall have accepted such appointment within sixty (60) days after (i) the retiring Credit Facility Agent gives notice of its resignation or (ii) the date fixed for such removal, as applicable, the Credit Facility Agent shall, at the expense of the Obligors, petition any court of competent jurisdiction in the United States for the appointment of a successor Credit Facility Agent. Such court may thereupon, after such notice, if any, as it may prescribe, appoint a successor Credit Facility Agent. If no successor Credit Facility Agent shall have been so appointed in accordance with clauses (a) and (b) above or (A) this clause (c) and shall have accepted such appointment within ninety (90) days or (B) in the case of this clause (c) if the Credit Facility Agent, acting reasonably, cannot determine a court of competent jurisdiction in the United States that will consider the petition contemplated in this clause (c) within sixty (60) days, in each case after (x) the retiring Credit Facility Agent gives notice of its resignation or (y) the date fixed for such removal, as applicable, the Credit Facility Agent may, at the expense of the Obligors, appoint a successor Credit Facility Agent meeting the criteria set forth in Section 10.07(b) (Resignation or Removal of Credit Facility Agent.); provided that, if no Loan Facility Event of Default shall then be Continuing, the appointment of such successor Credit Facility Agent shall also be subject to the prior written consent of the Borrower (such acceptance not to be unreasonably withheld, conditioned or delayed); provided, further, that if no successor Credit Facility Agent shall have been so appointed by the Credit Facility Agent within thirty (30) days after the termination of such 90-day period, the Obligors may appoint a successor Credit Facility Agent with the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed).

(d) Upon the acceptance of a successor’s appointment as Credit Facility Agent hereunder and compliance with the provisions of Section 19.3 (Replacement of Facility Agents) of the Common Terms Agreement, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Credit Facility Agent, and the retiring (or removed) Credit Facility Agent shall be discharged from all of its duties and obligations hereunder or under the other Finance Documents. After the retirement or removal of the Credit Facility Agent hereunder and under the other Finance Documents, the provisions of this Article X and Section 11.07 (Indemnification by the Borrower) shall continue in effect for the benefit of such retiring (or removed) Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Person was acting in its capacity as Credit Facility Agent.

(e) Notwithstanding anything in this Agreement, no resignation or, as the case may be, removal of the Credit Facility Agent shall be effective until the following conditions are satisfied:

(i) the Credit Facility Agent has transferred to its successor all the rights and obligations in its capacity as Credit Facility Agent under this Credit Facility Agreement, the Common Terms Agreement and the other Finance Documents to which it is party as the Credit Facility Agent; and

(ii) the requirements of Section 19.3 (Replacement of Facility Agents) of the Common Terms Agreement have been satisfied.

Section 10.08 No Amendment to Duties of Credit Facility Agent Without Consent. The Credit Facility Agent shall not be bound by any waiver, amendment, supplement or modification of this Agreement or any other Finance Document that affects its rights or duties hereunder or thereunder unless such Credit Facility Agent shall have given its prior written consent, in its capacity as Credit Facility Agent thereto.

Section 10.09 Non-Reliance on Credit Facility Agent, Lenders and Issuing Banks. Each of the Lenders and Issuing Banks acknowledges that it has, independently and without reliance upon the Credit Facility Agent, any other Lender or Issuing Bank or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and make its extensions of credit. Each of the Lenders and Issuing Banks also acknowledges that it will, independently and without reliance upon the Credit Facility Agent or any other Lender or Issuing Bank or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Finance Document or any related agreement or any document furnished hereunder or thereunder.

Section 10.10 No Initial Coordinating Lead Arranger, Coordinating Lead Arranger or Documentation Bank Duties. Anything herein to the contrary notwithstanding, no Initial Coordinating Lead Arranger, Coordinating Lead Arranger or Documentation Bank shall have any powers, duties or responsibilities under this Agreement, except in its capacity, as applicable, as the Credit Facility Agent or Lender or Issuing Bank hereunder.

Section 10.11 Copies. The Credit Facility Agent shall give prompt notice to each Lender and each Issuing Bank of receipt of each notice or request required or permitted to be given to the Credit Facility Agent by the Obligors pursuant to the terms of this Agreement or any other Finance Document (unless concurrently delivered to the Lenders by such Obligor). The Credit Facility Agent will distribute to each Lender and each Issuing Bank each document or instrument (including each document or instrument delivered by the Obligors to the Credit Facility Agent pursuant to Article VI (Representations and Warranties), Article VII (Conditions Precedent) and Article VIII (Covenants)) received for the account of the Credit Facility Agent and copies of all other communications received by the Credit Facility Agent from the Obligors for distribution to the Lenders and the Issuing Banks by the Credit Facility Agent in accordance with the terms of this Agreement or any other Finance Document.

Section 10.12 General Provisions as to Payments.

(a) Subject to Section 4.16 (Pro Rata Treatment), the Credit Facility Agent promptly shall distribute to each Lender and each Issuing Bank its pro rata share of each payment of (a) principal and interest payable to the Lenders or Issuing Banks on the Loans, (b) fees hereunder received by the Credit Facility Agent for the account of the Lenders or the Issuing Banks and (c) any other Loan Obligations. The payments made for the account of each Lender and each Issuing Bank shall be made and distributed to such Lender or Issuing Bank for the account of its facility office set forth in the Common Terms Agreement. Each Lender and each Issuing Bank shall have the right to alter its designated facility office upon written notice to the Credit Facility Agent, the Obligors and the Intercreditor Agent pursuant to Section 11.10 (Notices and Other Communications).

(b) Where a sum is to be paid to a Lender or Issuing Bank under the Finance Documents or another party to this Agreement by another party to this Agreement that is primarily liable for such sum, the Credit Facility Agent shall not be obliged to pay such sum to such other party (or to enter into or perform any related exchange contract) until it has established to its satisfaction that it has received such sum.

(c) If the Credit Facility Agent pays an amount to another party to this Agreement and it proves to be the case that the Credit Facility Agent had not actually received that amount for which another party to this Agreement is primarily liable, then the party to whom that amount (or the proceeds of any related exchange contract) was paid by the Credit Facility Agent shall on demand refund the same to the Credit Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Credit Facility Agent, calculated by the Credit Facility Agent to reflect its cost of funds.

(d) The Credit Facility Agent acknowledges and agrees that, notwithstanding any provision to the contrary in any Finance Document, in no event shall the Lenders or Issuing Banks be obligated to pay any agency or other fee to the Credit Facility Agent even if the Obligors fail to do so.

Section 10.13 Agreement to Comply with Finance Documents. Each of the Lenders and Issuing Banks agrees for the benefit of the Borrower and each other that, in giving instructions to the Credit Facility Agent and the Intercreditor Agent and, where so permitted under this Agreement, the Intercreditor Agreement, Common Terms Agreement or the Common Security and Account Agreement, in taking Decisions by itself or through the Credit Facility Agent, including pursuing any Lender or Issuing Bank remedies against the Borrower, that such Lender or Issuing Bank shall act at all times in accordance with the terms of the Intercreditor Agreement, the Common Security and Account Agreement, the Common Terms Agreement, this Agreement and the applicable Finance Documents.

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Decisions; Amendments, Etc.

(a) Subject to the terms of the Intercreditor Agreement and the Common Security and Account Agreement, no Modification or termination of any provision of this Agreement or other Decision by Lenders or Issuing Banks under this Agreement shall be effective unless in writing signed by the Obligors and Credit Facility Agent (acting on the instruction of the Required Lenders), and each such Modification, termination or Decision shall be effective only in the specific instance and for the specific purpose for which given; provided that:

(i) the consent of each Lender or each Issuing Bank directly and adversely affected thereby will be required with respect to:

(A) increases in or extensions (other than pursuant to Section 2.09 (Incremental Commitments) or with respect to incurrence of any Additional Senior Debt to which such Lender has agreed to participate) of or change to the order of application of any reduction in any Commitments or change to the order of application of any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.07 (Termination or Reduction of Commitments), Section 4.11 (Voluntary Prepayment), Section 4.12 (Mandatory Prepayment) (it being understood that a waiver of any of the conditions in Section 7.01 (Conditions to Closing), Section 7.02 (Conditions to Each Term Loan Advance) or Section 7.03 (Conditions to Each Working Capital Advance) or waiver of any Loan Facility Event of Default, Unmatured Loan Facility Event of Default or mandatory prepayment will not constitute an increase or extension of any Commitment);

(B) reductions of the principal of, or the interest or rate of interest specified herein on, any Loan, or any Fees or other amounts (including reduction in the amount to be paid in respect of any mandatory prepayments under Section 4.12 (Mandatory Prepayment)) payable to any Lender hereunder (other than by virtue of a waiver of any of the conditions in Section 7.01 (Conditions to Closing), Section 7.02 (Conditions to Each Term Loan Advance) or Section 7.03 (Conditions to Each Working Capital Advance), Loan Facility Event of Default or Unmatured Loan Facility Event of Default or change to a financial ratio);

(C) extensions of the Final Maturity Date or Working Capital Loan Termination Date under this Agreement, any date scheduled for any payment of principal, fees, interest or amortization payment (as applicable) under Section 4.01 (Repayment of Term Loan Advances), Section 4.04 (Interest Payment Dates) or Section 4.15 (Fees) or mandatory payment under Section 4.12 (Mandatory Prepayment) (it being understood that a waiver of any condition precedent or the waiver of any Loan Facility Event of Default or Unmatured Loan Facility Event of Default or change to a financial ratio will not constitute an extension of the Final Maturity Date); and

(D) Modifications to the provisions of Section 4.16 (Pro Rata Treatment) or Section 4.17 (Sharing of Payments);

(ii) the consent of each Lender and each Issuing Bank will be required with respect to:

(A) changes to any provision of this Section 11.01, the definition of Required Lenders, or any other provision hereof specifying the number or percentage of Lenders or Issuing Banks required to amend, waive, terminate or otherwise modify any rights hereunder or make any determination or grant any consent hereunder;

(B) releases or Modifications of all or a material portion of the Collateral from the Lien of any of the Security Documents (other than as permitted in the Finance Documents);

(C) releases of all or a substantial portion of the value of the Guarantee by the Guarantor under or in connection with this Agreement, the Common Terms Agreement, the Common Security and Account Agreement or any Security Document (other than as permitted in the Finance Documents);

(D) assignment or transfer by any Obligor of any of its rights and obligations under this Agreement except with respect to any such assignment or transfer expressly permitted under this Agreement, the Common Terms Agreement or the Common Security and Account Agreement;

(E) any of the amendments contemplated in Schedule 1(a), (b), (c), (d), (e), (f), (g), (h) and (i) (All Loan Facilities Decisions) of the Intercreditor Agreement; provided, that the consent of all Lenders will be required with respect to Schedule 1(b) (All Loan Facilities Decisions) of the Intercreditor Agreement only to the extent such amendment adversely affects the timing or priority of payments for Senior Debt Obligations in the cash waterfall in Section 4.7 (Cash Waterfall) of the Common Security and Account Agreement; and

(F) satisfaction or waiver of each of the conditions in Section 7.01 (Conditions to Closing); and

(iii) the consent of any Lender (other than any Lender that is an Obligor, the Pledgor or the Sponsor or an Affiliate thereof except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement) will be sufficient with respect to any Modification, termination or Decision specified in a Finance Document as being made solely by any individual Senior Creditor.

(b) Except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement, no Lender that is an Obligor or the Sponsor or an Affiliate thereof shall cast a vote with respect to any Decision.

(c) In the event that the Credit Facility Agent is required to cast a vote with respect to a Decision under this Agreement or under Section 3.6 (Other Voting Considerations) of the Intercreditor Agreement and in each other instance in which the Lenders or Issuing Banks are required to vote or make a Decision, a vote shall be taken among the Lenders or Issuing Banks in the timeframe reasonably specified by the Credit Facility Agent (which timeframe shall expire at least two (2) Business Days prior to the expiration of the time period specified in the notice provided by the Intercreditor Agent to the Credit Facility Agent pursuant to Section 4.5(a)(iii) (Certain Procedures Relating to Modifications, Instructions, and Exercises of Discretion) of the Intercreditor Agreement).

(d) No vote shall be required for any Decision or other action permitted to be taken by any individual Lender or any individual Issuing Bank pursuant to Section 9.03(b) (Action Upon Event of Default) of this Agreement, and the Credit Facility Agent shall be authorized to act at the direction of any Lender or any Issuing Bank in respect of any such Decision or action.

(e) Subject to clause (f) below, in the event any Lender or any Issuing Bank does not cast its votes by the later of (i) the timeframe specified by the Credit Facility Agent pursuant to clause (c) above and (ii) ten (10) Business Days following receipt of the request for such vote or Decision, the Borrower shall be entitled to instruct the Credit Facility Agent to deliver a notice to such Lender or Issuing Bank, informing it that if it does not respond within an additional five (5) Business Days of the date of such notice (or such longer period as the Borrower may reasonably determine in consultation with the Credit Facility Agent), its vote shall be disregarded. If such Lender or Issuing Bank (A) has not advised the Credit Facility Agent within the time specified in the additional notice whether it approves or disapproves of the applicable Decision or (B) has advised the Credit Facility Agent that it has determined to abstain from voting on such Decision, such Lender or Issuing Bank shall be deemed to have waived its right to consent, approve, waive or provide direction with respect to such Decision and shall be excluded from the numerator and denominator of such calculation for the purpose of determining whether the Required Lenders for the purpose of determining whether the Required Lenders have made a decision with respect to such action. Such Lender hereby waives any and all rights it may have to object to or seek relief from the decision of the Lenders voting with respect to such issue and agrees to be bound by such decision.

(f) The provisions of (c) and (e) above do not apply to any action that requires the consent of 100% of the Lenders or Issuing Banks or the consent of each affected Lender and Issuing Bank, as applicable, as set forth in Section 11.01(a)(i) and (ii) (Decisions; Amendments, Etc.) above.

(g) The agreements contemplated by this Section 11.01 (Decisions; Amendments, Etc.) shall not be required for any update to the Amortization Schedule delivered in accordance with Section 4.01(a) (Repayment of Term Loans) (which amendments shall be effective, absent any manifest error, upon delivery by the Credit Facility Agent to the Borrower and Intercreditor Agent of the updated Amortization Schedule in accordance with the provisions of that Section).

(h) With respect to any modification, consent or waiver under any Finance Document requiring the vote of the Credit Facility Agent as Senior Creditor Group Representative of the Lenders and the Issuing Banks, such vote will be cast in accordance with the Intercreditor Agreement.

(i) Notwithstanding anything herein, in the Common Terms Agreement or in the Common Security and Account Agreement to the contrary, the Lenders or Issuing Banks, or the Credit Facility Agent as Senior Credit Group Representative, shall not be entitled to vote on any covenant or event of default in the Common Terms Agreement if such covenant or event of default expressly does not extend to the Lenders or the Issuing Banks under the terms of this Agreement.

(j) Notwithstanding anything herein, each of the Lenders and Issuing Banks authorizes and instructs the Credit Facility Agent to make Administrative Decisions (as defined in the Intercreditor Agreement) with respect to the Credit Facility Agreement without the need for further authorization, consent or instruction from any Lender, Issuing Bank or other Credit Facility Secured Party with respect to such Administrative Decisions.

Section 11.02 Entire Agreement. This Agreement, the other Finance Documents and any agreement, document or instrument attached hereto or referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings in respect to the subject matter hereof.

Section 11.03 Applicable Government Rule; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(b) SUBMISSION TO JURISDICTION. The provisions set forth in Section 23.14 (Consent to Jurisdiction) of the Common Terms Agreement are incorporated by reference and shall apply mutatis mutandis as if fully set forth herein.

(c) Service of Process. Each party irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to such Person at its then effective notice addresses pursuant to Section 11.10 (Notices and Other Communications).

(d) Immunity. The provisions set forth in Section 23.3 (Waiver of Immunity) of the Common Terms Agreement are incorporated by reference and shall apply mutatis mutandis as if fully set forth herein.

(e) WAIVER OF JURY TRIAL. The provisions set forth in Section 23.13 (Waiver of Jury Trial) of the Common Terms Agreement are incorporated by reference and shall apply mutatis mutandis as if fully set forth herein.

Section 11.04 Assignments.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that none of the Obligors may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each of the Lenders, each of the Issuing Banks and the Credit Facility Agent (and any attempted assignment or other transfer by any Obligor without such consent shall be null and void), and no Lender or Issuing Bank may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Acceptable Lender in accordance with Section 11.04(b) and Section 11.04(i), (ii) by way of participation in accordance with Section 11.04(d) – (f) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.04(g) (and any other attempted assignment or transfer by any party hereto shall be null and void).

(b) (i) Subject to Section 11.04(i), Section 11.04(j) and this Section 11.04(b), any Lender may at any time after the date hereof assign to one or more Acceptable Lenders all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it and, if such Loans are LC Loans, an equal portion of its Non-Fronting Limit); provided that, during the Availability Period for any Type of Loans or Commitments subject to assignment, (x) any such Acceptable Lender is an Eligible Assignee or has a then-current credit rating of at least equivalent to Baa2 from Moody’s or BBB from S&P or, if applicable, an insurer whose financial strength rating is at least equivalent to Baa1 from Moody’s or BBB⁺ from S&P or is otherwise creditworthy in the opinion of the Borrower (acting reasonably) in light of the Commitments proposed to be assigned, transferred or novated and (y) if the assigning Working Capital Lender is an Issuing Bank, the assignee is an Eligible Assignee or meets the ratings criteria within the definition of Issuing Bank; provided further that, on the date of such assignment, such assignment would not result in an increase in amounts payable by the Borrower under Section 5.03 (Increased Costs) or Section 5.05 (Funding Losses), unless such increase in amounts payable measured on such date of assignment is waived by the assigning and assuming Lenders.

(ii) Assignments made pursuant to this Section 11.04(b) shall be made with the prior written approval of the Borrower (such approval not to be unreasonably withheld or delayed and to be deemed to have been given by the Borrower if the Borrower has not responded in writing within fifteen (15) Business Days of request) unless (A) such assignment is to a Person described in clauses (a) or (b) of the definition of “Eligible Assignee” or (B) a Loan Facility Event of Default has occurred and is Continuing; provided, however, that where the prior written approval of the Borrower is not required, the assigning Existing Facility Lender shall promptly notify the Borrower of any such assignment, novation or transfer.

(iii) Except in the case of (A) an assignment of the entire remaining amount of the assigning Lender’s Commitment of a certain Type and, if such assignment is of a Working Capital Commitment, the Working Capital Loans and LC Loans owing to it and its entire Non-Fronting Limit or (B) an assignment to a Lender, or an Affiliate of a Lender, or an Approved Fund with respect to a Lender, the sum of (1) the outstanding

Commitments, if any, and (2) the outstanding Loans subject to each such assignment (determined as of the date the Lender Assignment Agreement with respect to such assignment is delivered to the Credit Facility Agent or, if “Trade Date” is specified in the Lender Assignment Agreement, as of the Trade Date) shall not be less than $5,000,000, in the case of Term Loans and Term Loan Commitments, and $1,000,000 in the case of Working Capital Commitments and, with respect to the assignment of the Term Loans, in integral multiples of $1,000,000, and with respect to the assignment of Working Capital Loans, in integral multiples of $500,000, unless the Credit Facility Agent otherwise consents in writing.

(iv) Subject to Section 11.04(g) and Section 11.04(i), each partial assignment shall be made as an assignment of the same percentage of outstanding Commitments and outstanding Loans of the same Type and a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan and the Commitment of the such Type.

(v) The parties to each assignment shall execute and deliver to the Credit Facility Agent a Lender Assignment Agreement, in the form of Exhibit G (Form of Lender Assignment Agreement), together with a processing and recordation fee of $3,500; provided that (A) no such fee shall be payable in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender and (B) in the case of contemporaneous assignments by a Lender to one or more Approved Funds managed by the same investment advisor (which Approved Funds are not then Lenders hereunder), only a single such fee shall be payable for all such contemporaneous assignments.

(vi) If the Acceptable Lender is not a Lender prior to such assignment, it shall deliver to the Credit Facility Agent an administrative questionnaire and all documentation and other information required by bank regulatory authorities under applicable “know your customer” requirements.

(vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Credit Facility Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Credit Facility Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Credit Facility Agent, and each other Lender hereunder (and interest accrued thereon), including any Issuing Bank pursuant to Section 3.02(e) (Reimbursement of Issuing Bank), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(viii) Subject to acceptance and recording thereof by the Credit Facility Agent pursuant to Section 11.04(c), from and after the effective date specified in each Lender Assignment Agreement, the Acceptable Lender thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Lender Assignment Agreement, have the rights and obligations of a Lender under this Agreement and the other applicable Finance Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Lender Assignment Agreement, be released from its obligations under this Agreement and the other applicable Finance Documents (and, in the case of a Lender Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto or benefit from any Finance Document) but shall continue to be entitled to the benefits of Section 5.01 (LIBOR Lending Unlawful), Section 5.03 (Increased Costs), Section 5.05 (Funding Losses), Section 5.06 (Taxes), Section 23.4 (Expenses) of the Common Terms Agreement and Section 12.18 (Other Indemnities) of the Common Security and Account Agreement 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.

(ix) Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender and/or a revised Note to the assigning Lender reflecting such assignment.

(x) Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.04(b) 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 Section 11.04(d) through (f). Any assignment or transfer by an Issuing Bank of rights or obligations under this Agreement that does not comply with this Section 11.04(b) and Section 3.05 (Resignation as an Issuing Bank), as applicable, shall be null and void. Upon any such assignment, the Credit Facility Agent will deliver a notice thereof to the Borrower (provided that failure to deliver such notice shall not result in any liability for the Credit Facility Agent).

(xi) Any assignment of the Base Term Loan Commitment or the Contingency Reserve Term Loan Commitment shall be accompanied by a pro rata assignment of the Contingency Reserve Term Loan Commitment or the Base Term Loan Commitments, respectively.

(d) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Credit Facility Agent, sell participations to a Participant (other than a Disqualified Institution) in all or a portion of such Lender’s rights or obligations under this Agreement (including all or a portion of its Commitments or the Loans under this Agreement 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 Credit Facility 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. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.06 (Indemnification by the Lenders) with respect to any payments made by such Lender to its Participant(s).

(e) 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, waiver or other modification described in the first proviso to Section 11.01 (Decisions; Amendments, Etc.) that directly affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.03 (Increased Costs), 5.05 (Funding Losses) and 5.06 (Taxes) (subject to the requirements and limitations therein and in Article 21 (Tax Gross-Up and Indemnities) of the Common Terms Agreement, including the requirements under Section 21.5 (Status of Facility Lenders and Facility Agents) of the Common Terms Agreement (it being understood that any documentation required under Section 5.06 (Taxes) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 11.04 (Assignments); provided that such Participant (A) agrees to be subject to the provisions of Section 5.04 (Obligation to Mitigate) as if it were an assignee under paragraph (b) of this Section 11.04; and (B) shall not be entitled to receive any greater payment under Sections 5.03 (Increased Costs) or 5.06 (Taxes), 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.

(f) Each Lender that sells a participation agrees, at such Lender’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 5.04 (Obligation to Mitigate) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.13 (Right of Set-off) as though it were a Lender; provided that such Participant agrees to be subject to Section 4.17 (Sharing of Payments) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a 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 or its other obligations under any Finance Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan 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 Credit Facility Agent (in its capacity as Credit Facility Agent) shall have no responsibility for maintaining a Participant Register.

(g) 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 having jurisdiction over such Lender in accordance with any applicable law, and this Section 11.04 (Assignments) shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto; provided, further that in no event shall the applicable Federal Reserve Bank, central bank, pledgee or trustee be considered to be a “Lender” or “Issuing Bank”, as applicable.

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

(i) All assignments by a Lender of all or a portion of its rights and obligations hereunder with respect to then outstanding Commitments of a certain Type shall be made only as an assignment of the same percentage of outstanding Commitments of such Type and outstanding Loans of such Type, and, in the case an assignment of rights and obligations with respect to a Working Capital Commitment, the Non-Fronting Limit under this Agreement held by such Lender. If a Working Capital Lender has no unused Working Capital Commitments, assignments of outstanding Loans owing to such Working Capital Lender may be made, together with a pro rata portion of such Working Capital Lender’s rights and obligations with respect to the Loans subject to such assignment, in such amounts, to such persons and on such terms as are permitted by and otherwise in accordance with Section 11.04(b).

(j) No sale, assignment, transfer, negotiation or other disposition of the interests of any Lender or Issuing Bank hereunder or under the other Finance Documents shall be allowed if it could reasonably be expected to require securities registration under any laws or regulations of any applicable jurisdiction.

(k) Notwithstanding anything to the contrary herein, (i) in no event may any Working Capital Lender assign all or any portion of its Working Capital Loans, Working Capital Commitments, LC Loans or participations in Letters of Credit to an Affiliated Lender and (ii) subject to Section 11.04(b) (Assignments) and so long as no Loan Facility Event of Default has

occurred and is Continuing, any Term Lender may assign all or any portion of its Term Loans and/or Term Loan Commitments hereunder to any Affiliated Lender (pursuant to an assignment agreement in which such Affiliated Lender shall identify itself), but only if after giving effect to such assignment, Affiliated Lenders shall not, in the aggregate, own or hold Term Loans and Term Loan Commitments with an aggregate principal amount in excess of 25% of the aggregate principal amount of the Term Loans then outstanding and the remaining Term Loan Commitments (calculated as of the date of such purchase) (the “Affiliated Lender Cap”); provided that, to the extent that any assignment to any Affiliated Lender would result in the aggregate principal amount of Term Loans and Term Loan Commitments held by Affiliated Lenders exceeding the Affiliated Lender Cap (after giving effect to any substantially simultaneous cancellation thereof), the assignment of such excess amount shall be null and void. To the extent that any Affiliated Lender holds Term Loans or Term Loan Commitments, no such Affiliated Lender shall (i) except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement, (A) have any voting or approval rights under the Finance Documents or (B) be permitted to require the Credit Facility Agent, the Collateral Agent, the Intercreditor Agent or any other Senior Creditor to undertake any action (or refrain from taking any action) pursuant to or with respect to the Finance Documents, (ii) be permitted to, in its capacity as a Lender, attend any meeting or conference call with the Credit Facility Agent, the Collateral Agent, the Intercreditor Agent or any other Senior Creditor unless the Borrower has been invited to attend such conference calls or meetings, receive any information from the Administrative Agent, the Collateral Agent, the Intercreditor Agent, any Lender or any other Senior Creditor unless such information has been made available to the Borrower (other than the right to receive notices of borrowings, notices of prepayments, and other administrative notices in respect of its Term Loans or Term Loan Commitments required to be delivered pursuant to Article II (Commitments and Advances) or Article IV (Repayments, Prepayments, Interest and Fees)) or have any rights of inspection or access relating to any Collateral Party or (iii) be permitted to make or bring any claim, in its capacity as Lender, against the Credit Facility Agent, the Collateral Agent, the Intercreditor Agent or any other Lender or Senior Creditor with respect to the duties and obligations of such Person under the Finance Documents other than in the case of a material breach by the Credit Facility Agent, the Collateral Agent, the Intercreditor Agent or any other Lender or Senior Creditor to such Affiliated Lender (except with respect to any such breaches applicable to the Lenders generally unless the other Lenders have made or brought such claims).

(l) Each Affiliated Lender, solely in its capacity as a Lender, hereby agrees, that, if any Collateral Party or any of their assets shall be subject to any voluntary or involuntary proceeding commenced under the Bankruptcy Code (“ Bankruptcy Proceedings”), (i) such Affiliated Lender, solely in its capacity as a Lender, shall not take any step or action in such Bankruptcy Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by the Credit Facility Agent (or the taking of any action by a third party that is supported by the Administrative Agent) in relation to such Affiliated Lender’s claim with respect to its Term Loans or Term Commitments (an “Affiliated Lender Claim”) (including, without limitation, objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Lenders and (ii) with respect to any matter requiring the vote of Lenders

during the pendency of a Bankruptcy Proceeding (including voting on any plan of reorganization), (A) the Advances held by such Affiliated Lender (and any Affiliated Lender Claim with respect thereto) shall be deemed to be voted in such Bankruptcy Proceeding in the same proportion as the allocation of voting with respect to such matter by those Lenders who are not Affiliated Lenders, so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on the same or better terms as the other Lenders and (B) the Affiliated Lenders shall agree that the Credit Facility Agent shall vote on behalf of such Affiliated Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender, solely in its capacity as a Lender, agrees and acknowledge that the provisions set forth in this Section 11.04(l) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Collateral Party has filed for protection under the Bankruptcy Code.

Section 11.05 Benefits of Agreement. Nothing in this Agreement or any other Finance Document, express or implied, shall be construed to give to any Person, other than the parties hereto, the Initial Coordinating Lead Arrangers, the Coordinating Lead Arranger, the Documentation Banks and each of their successors and permitted assigns under this Agreement or any other Finance Document, Participants to the extent provided in Section 11.04 (Assignments) and, to the extent expressly contemplated hereby, the Related Parties of each of the Credit Facility Agent, the Collateral Agent, the Lenders and the Issuing Banks, any benefit or any legal or equitable right or remedy under this Agreement.

Section 11.06 Counterparts; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when it has been executed by the Credit Facility Agent and when the Credit Facility Agent has received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by portable document format (“pdf”) shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 11.07 Indemnification by the Borrower.

(a) The Obligors hereby agree to indemnify the Credit Facility Agent, each Lender, each Issuing Bank, each Initial Coordinating Lead Arranger, the Coordinating Lead Arranger, each Documentation Bank and each Related Party of any of the foregoing Persons in accordance with Section 12.18 (Other Indemnities) of the Common Security and Account Agreement and Section 2.15 (Other Indemnities) of the Intercreditor Agreement, which shall be applied mutatis mutandis to the indemnified parties under this Agreement, as well as with respect to reliance by such indemnified party on each notice purportedly given by or on behalf of the Borrower pursuant to Section 11.10 (Notices and Other Communications).

(b) To the extent that any Obligor for any reason fails to pay any amount required under Section 12.18 (Other Indemnities) of the Common Security and Account Agreement or clause (a) above to be paid by it to any of the Credit Facility Agent, any sub-agent thereof or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Credit Facility Agent, any such sub-agent, or such Related Party, as the case may be, such Lender’s ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Credit Facility Agent or any sub-agent thereof in its capacity as such, or against any Related Party of any of the foregoing acting for the Credit Facility Agent or any sub-agent thereof in connection with such capacity. The obligations of the Lenders under this Section 11.07(b) (Indemnification by the Borrower) are subject to the provisions of Section 2.06 (Funding). The obligations of the Lenders to make payments pursuant to this Section 11.07(b) (Indemnification by the Borrower) are several and not joint and shall survive the payment in full of the Loan Obligations and the termination of this Agreement. The failure of any Lender to make payments on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to do so.

(c) The provisions of this Section 11.07 (Indemnification by the Borrower) shall not supersede Sections 5.03 (Increased Costs) and 5.06 (Taxes).

Section 11.08 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Finance Document, the interest paid or agreed to be paid under the Finance Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Government Rule (the “Maximum Rate”). If the Credit Facility Agent or any Lender or any Issuing Bank shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Credit Facility Agent or any Lender or Issuing Bank exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Government Rule, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Loan obligations hereunder.

Section 11.09 No Waiver; Cumulative Remedies. No failure by any Credit Facility Secured Party to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Finance Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Finance Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Section 11.10 Notices and Other Communications.

(a) Any communication between the parties hereto or notices provided herein to be given may be given as provided in Section 23.8 (Notices) of the Common Terms Agreement, which shall apply mutatis mutandis to this Section 11.10 (Notices and Other Communications) as if fully set forth herein except that references to the Intercreditor Agent shall be deemed references to the Credit Facility Agent as the context requires.

(b) The Credit Facility Agent, the Issuing Banks, the Collateral Agent and the Lenders shall be entitled to rely and act upon any written 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. All telephonic notices to and other telephonic communications with the Credit Facility Agent, the Collateral Agent, the Issuing Banks and the Lenders by the Borrower may be recorded by the Credit Facility Agent, the Collateral Agent, the Issuing Banks and the Lenders, as applicable, and each of the parties hereto hereby consents to such recording.

(c) Notwithstanding the above, nothing herein shall prejudice the right of the Credit Facility Agent, the Collateral Agent, any of the Issuing Banks and any of the Lenders to give any notice or other communication pursuant to any Finance Document in any other manner specified in such Finance Document.

(d) Notwithstanding anything to the contrary in any other Finance Document, for so long as Natixis, New York Branch is the Credit Facility Agent, the Borrower hereby agrees that it will provide to the Credit Facility Agent all information, documents and other materials that it is obligated to furnish to the Credit Facility Agent pursuant to the Finance Documents, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to any Advance, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Loan Facility Event of Default or Unmatured Loan Facility Event of Default or (iv) is required to be delivered to satisfy any condition precedent to any Advance (all such non-excluded communications being referred to herein collectively as “Communications”), in an electronic/soft medium in a format acceptable to the Credit Facility Agent at the email addresses specified in Schedule Q – 2 (Addresses for Notices to Facility Agents and Facility Lenders) of the Common Terms Agreement. In addition, the Borrower agrees to continue to provide the Communications to the Credit Facility Agent in the manner specified in the Finance Documents but only to the extent requested by the Credit Facility Agent.

Section 11.11 USA Patriot Act Notice. Each of the Lenders, the Credit Facility Agent, the Collateral Agent and the Issuing Banks hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, the Guarantor and the Pledgor, which information includes the name and address of the Borrower and other information that will allow such Lender, the Credit Facility Agent, the Collateral Agent or such Issuing Bank, as applicable, to identify the Borrower, the Guarantor and the Pledgor in accordance with the USA Patriot Act.

Section 11.12 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Credit Facility Agent, the Collateral Agent, any Issuing Bank or any

Lender, or the Credit Facility Agent, the Collateral Agent, any Issuing Bank or any Lender (as the case may be) exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Credit Facility Agent, the Collateral Agent, any Issuing Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any Bankruptcy Proceeding or otherwise, then (a) to the extent of such recovery, the Loan Obligation or part thereof originally intended to be satisfied by such payment shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each Issuing Bank severally agrees to pay to the Credit Facility Agent or the Collateral Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Credit Facility Agent or the Collateral Agent, as the case may be, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders and the Issuing Banks under this Section 11.12 (Payments Set Aside) shall survive the payment in full of the Loan Obligations and the termination of this Agreement.

Section 11.13 Right of Set-Off. The provisions set forth in Section 23.2 (Right of Set-Off) of the Common Terms Agreement are incorporated by reference and shall apply mutatis mutandis as if fully set forth herein.

Section 11.14 Severability. If any provision of this Agreement or any other Finance Document is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Finance Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 11.15 Survival. Notwithstanding anything in this Agreement to the contrary, Section 5.01 (LIBOR Lending Unlawful), Section 5.03 (Increased Costs), Section 5.05 (Funding Losses), Section 5.06 (Taxes), Section 10.06 (Indemnification by the Lenders), Section 11.07 (Indemnification by the Borrower), Section 11.12 (Payments Set Aside) and Section 11.20 (No Recourse) shall survive any termination of this Agreement. In addition, each representation and warranty made hereunder and in any other Finance Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties shall be considered to have been relied upon by the Credit Facility Secured Parties regardless of any investigation made by any Credit Facility Secured Party or on their behalf and notwithstanding that the Credit Facility Secured Parties may have had notice or knowledge of any Loan Facility Event of Default or Unmatured Loan Facility Event of Default at the time of any Advance or Loan hereunder, and shall continue in full force and effect as of the date made or any date referred to herein as long as any Loan or any other Senior Debt Obligation hereunder or under any other Finance Document shall remain unpaid or unsatisfied.

Section 11.16 Treatment of Certain Information; Confidentiality. The Credit Facility Agent, the Collateral Agent, and each of the Lenders and Issuing Banks agrees to maintain the confidentiality of the Confidential Information and all information disclosed to it concerning this Agreement and the other Finance Documents in accordance with Section 23.7 (Confidentiality) of the Common Terms Agreement.

Section 11.17 Waiver of Consequential Damages, Etc.

(a) The provisions set forth in Section 23.18 (Limitations on Liability) of the Common Terms Agreement are incorporated by reference and shall apply mutatis mutandis as if fully set forth herein.

(b) No party hereto or its Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Finance Documents or the transactions contemplated hereby or thereby.

Section 11.18 Waiver of Litigation Payments. To the extent that any party hereto may, in any action, suit or proceeding brought in any of the courts referred to in Section 11.03(b) (Applicable Government Rule; Jurisdiction, Etc.) or elsewhere arising out of or in connection with this Agreement or any other Finance Document to which it is a party, be entitled to the benefit of any provision of law requiring any other party hereto in such action, suit or proceeding to post security for the costs of such Person or to post a bond or to take similar action, each such Person hereby irrevocably waives such benefit, in each case to the fullest extent now or in the future permitted under the laws of the State of New York or, as the case may be, the jurisdiction in which such court is located.

Section 11.19 Reinstatement. This Agreement shall continue to be effective or be reinstated, as the case may be, if (and only to the extent that) any payment or performance of the obligations of the Borrower hereunder is rescinded, avoided, voidable, liable to be set aside, reduced or otherwise not properly payable to, or must otherwise be returned or restored by the Credit Facility Agent or any Lender or any Issuing Bank as a result of (i) Bankruptcy, insolvency, reorganization with respect to the Borrower or the Credit Facility Agent or any Lender or any Issuing Bank, (ii) upon the dissolution of, or appointment of any intervenor, conservator, trustee or similar official for the Borrower, the Credit Facility Agent or any Lender or any Issuing Bank or for any substantial part of the Borrower’s or any other such Person’s assets, (iii) as a result of any settlement or compromise with any Person (including the Borrower) in respect of such payment or otherwise, or (iv) any similar event or otherwise and, in such case, the provisions of Section 10.1 (Nature of Obligations) of the Common Security and Account Agreement, which shall apply hereto mutatis mutandis.

Section 11.20 No Recourse. The provisions set forth in Section 10.3 ( Limitation on Recourse) of the Common Security and Account Agreement are incorporated by reference and shall apply mutatis mutandis as if fully set forth herein.

Section 11.21 Intercreditor Agreement. Any actions, consents, approvals, authorizations or discretion taken, given, made or exercised, or not taken, given, made or exercised by the Credit Facility Agent, acting as a Senior Creditor Group Representative on behalf of the Lenders and Issuing Banks, in accordance with the Intercreditor Agreement shall be binding on each Lender and Issuing Bank. Notwithstanding anything to the contrary herein, in the case of any inconsistency between this Agreement and the Intercreditor Agreement, the Intercreditor Agreement shall govern.

Section 11.22 Termination. This Agreement shall terminate and shall have no force and effect (except with respect to the provisions that expressly survive termination of this Agreement) in accordance with the provisions of Section 23.1 (Termination) of the Common Terms Agreement and if the Discharge Date with respect to the Loan Obligations has occurred.

Section 11.23 Acknowledgment and Consent to Bail-In of EEA Financial Institutions.

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

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

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

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

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

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

[Remainder of page intentionally blank. Next page is signature page.]

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


VENTURE GLOBAL CALCASIEU PASS, LLC,
as the Borrower

By:		/s/ D. Michael Eberhardt
Name: D. Michael Eberhardt
Title: Chief Financial Officer

TRANSCAMERON PIPELINE, LLC,
as the Guarantor

By:		/s/ D. Michael Eberhardt
Name: D. Michael Eberhardt
Title: Chief Financial Officer

[Signature Page to Credit Facility Agreement]


NATIXIS, NEW YORK BRANCH,
as Credit Facility Agent

By:		/s/ Urs B. Fischer
Name: Urs B. Fischer
Title: Executive Director

By:		/s/ Hana Beckles
Name: Hana Beckles
Title: Director