Common use of Hedging Contracts Clause in Contracts

Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract, except: (a) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) the aggregate notional amount of such contracts never exceeds one hundred percent (100%) of the anticipated outstanding principal balance of the indebtedness to be hedged by such contracts or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender or one of its Affiliates) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA or Aa2 or better, respectively, by either Rating Agency or is an investment grade-rated industry participant or otherwise acceptable to Majority Lenders. (b) Hedging Contracts entered into with the purpose and effect of fixing prices on crude oil then owned by a Restricted Person or which a Restricted Person is then obligated to purchase, provided that at all times: (i) no such contract fixes a price for a term of more than twelve (12) months, except for time trades in which the length of time between the purchase and sale contracts shall not exceed thirty-six (36) months and further provided that such time trades shall not exceed 30% of the ▇▇▇▇▇▇▇ Terminal's storage capacity; (ii) with respect to crude oil constituting the linefill carried in the All American Pipeline, the aggregate amount of oil so hedged at any one time does not exceed 500,000 barrels, (iii) with respect to crude oil owned by Restricted Persons other than linefill carried in the All American Pipeline, the aggregate amount of such other crude oil so hedged at any one time does not exceed the aggregate Open Position at such time, (iv) such contract is entered into for the purpose of hedging the price risk on oil anticipated to be disposed of and for which no other fixed sale price or other price fixing arrangement exists, and (v) each such contract is either (A) with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender Party or one of its Affiliates) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA or Aa2 or better, respectively, by either Rating Agency or (B) entered into on the New York Mercantile Exchange ("Nymex") through a broker listed on the Disclosure Schedule or otherwise approved by Majority Lenders; provided that if a Nymex position is converted to a physical position by way of an "exchange for physicals" or an "alternative delivery procedure" then such Restricted Person may extend credit in connection with such physical position so long as such credit would comply with the credit requirements of the definition of "Approved Eligible Receivables."

Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract, except: (a) Hedging Contracts entered into by Pacific Energy Partners, Borrower or a Restricted Person Guarantor with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) the aggregate notional amount of such contracts never exceeds one hundred percent (100%) of the anticipated outstanding principal balance of the indebtedness to be hedged by such contracts or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender or one an Affiliate of its Affiliatesany Lender at the time such contract is entered into) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA A or Aa2 A2 or better, respectively, by either Rating Agency or is an investment grade-rated industry participant or otherwise acceptable to Majority Lenders. (b) Hedging Contracts entered into by Pacific Energy Partners, Borrower or a Guarantor with the purpose and effect of fixing prices converting to a variable interest rate on crude oil then owned a principal amount of indebtedness of such Person that is accruing interest at a fixed rate, provided that (i) the aggregate notional amount of such contracts never exceeds one hundred percent (100%) of the anticipated outstanding principal balance of such indebtedness or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, and (ii) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender or an Affiliate of any Lender at the time such contract is entered into) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated A or A2 or better, respectively, by either Rating Agency or is otherwise acceptable to Majority Lenders. (c) Hedging Contracts entered into by Pacific Energy Partners, Borrower or a Restricted Person or which Guarantor as an Offsetting Position to a Restricted Person is then obligated to purchasePetroleum Inventory Position, provided that at all times: (i) no such contract fixes a price for a term of more than twelve (12) months, except for time trades in which months after the length of time between date the purchase and sale contracts shall not exceed thirty-six (36) months and further provided that such time trades shall not exceed 30% of the ▇▇▇▇▇▇▇ Terminal's storage capacitycontract is entered into; (ii) with respect to crude oil constituting the linefill carried aggregate quantity covered by all such contracts (determined, in the All American Pipelinecase of contracts that are not settled on a monthly basis, the aggregate amount of oil so hedged by a monthly proration acceptable to Administrative Agent) at any one time does not exceed 500,000 2,000,000 barrels, (iii) with respect to crude oil owned by Restricted Persons other than linefill carried in the All American Pipeline, the aggregate amount of such other crude oil so hedged at any one time does not exceed the aggregate Open Position at such time, (iv) such contract is entered into for the purpose of hedging the price risk on oil anticipated to be disposed of and for which no other fixed sale price or other price fixing arrangement exists, and (viii) each such contract is either (A) New York Mercantile Exchange contract or (B) with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender Party or one an Affiliate of its Affiliatesany Lender at the time such contract is entered into) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA A or Aa2 A2 or better, respectively, by either Rating Agency or (B) entered into on the New York Mercantile Exchange ("Nymex") through a broker listed on the Disclosure Schedule or is otherwise approved by acceptable to Majority Lenders; provided that if a Nymex position is converted to a physical position by way of an "exchange for physicals" or an "alternative delivery procedure" then such Restricted Person may extend credit in connection with such physical position so long as such credit would comply with the credit requirements of the definition of "Approved Eligible Receivables."

Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract, except: (a) Hedging Contracts entered into by a Restricted Person with the purpose and effect of (I) fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, or (II) applying a variable rate of interest on a principal amount of indebtedness of such Restricted Person that is accruing interest at a fixed rate; provided that (i) the aggregate notional amount of such contracts never exceeds one hundred percent (100%) of the anticipated outstanding principal balance of the indebtedness to be hedged by such contracts or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender, a "Lender" as such term is defined in the Marketing Credit Agreement, or an Affiliate of a Lender or one of its Affiliates"Lender" at the time such contract is entered into) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA A or Aa2 A2 or better, respectively, by either Rating Agency or is an investment grade-rated industry participant or otherwise acceptable to Majority Lenders. (b) Hedging Contracts entered into by a Canadian Subsidiary (or by a Restricted Person on behalf of a Canadian Subsidiary) with the purpose and effect of fixing prices foreign exchange rates on crude oil then owned by a Restricted Person or which a Restricted Person is then obligated to purchaseits reasonably anticipated net revenues, and not for speculative purposes, provided that at all times: (i) no such contract fixes a price an exchange rate for a term of more than twelve (12) months5 years, except for time trades in which the length of time between the purchase and sale contracts shall not exceed thirty-six (36) months and further provided that such time trades shall not exceed 30% of the ▇▇▇▇▇▇▇ Terminal's storage capacity; (ii) with respect to crude oil constituting the linefill carried in the All American Pipeline, the aggregate amount of oil so hedged at any one time does not exceed 500,000 barrels, (iii) with respect to crude oil owned by Restricted Persons other than linefill carried in the All American Pipeline, the aggregate notional amount of such other crude oil so hedged at contracts (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to Administrative Agent) for any one time does not exceed single month never exceeds (A) ninety percent (90%) of the aggregate Open Position at such time, (iv) such contract is entered into for the purpose of hedging the price risk on oil reasonably anticipated net revenues to be disposed hedged by such contracts plus (B) one hundred percent (100%) of and for which no other fixed sale price or other price fixing arrangement existsthe anticipated outstanding principal balance of the indebtedness to be hedged by such contracts, and (viii) each such contract is either (A) with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender, a "Lender" as such term is defined in the Marketing Credit Agreement, or an Affiliate of a Lender Party or one of its Affiliates"Lender" at the time such contract is entered into) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA A or Aa2 A2 or better, respectively, by either Rating Agency or (B) entered into on the New York Mercantile Exchange ("Nymex") through a broker listed on the Disclosure Schedule or is otherwise approved by acceptable to Majority Lenders; provided that if a Nymex position is converted . (c) Hedging Contracts relating to a physical position by way of an "exchange heating oil used to hedge price risk for physicals" or an "alternative delivery procedure" then such Restricted Person may extend credit in connection with such physical position so long as such credit would comply with the credit fuel requirements of the definition truck fleet of "Approved Eligible Receivablesa Restricted Person in the ordinary course of business."

Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract, except: (a) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) the aggregate notional amount of such contracts never exceeds one hundred seventy- five percent (10075%) of the anticipated outstanding principal balance of the indebtedness to be hedged by such contracts or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender or one of its Affiliates) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA or Aa2 or better, respectively, by either Rating Agency or is an investment grade-rated industry participant or otherwise acceptable to Majority Lenders. (b) Hedging Contracts entered into with the purpose and effect of fixing prices on crude oil then owned by a Restricted Person or which a Restricted Person is then obligated to purchase, provided that at all times: (i) no such contract fixes a price for a term of more than twelve (12) months, except for time trades in which the length of time between the purchase and sale contracts shall not exceed thirty-six (36) months and further provided that such time trades shall not exceed 30% of the ▇▇▇▇▇▇▇ Terminal's storage capacity; (ii) with respect to crude oil constituting the linefill carried in the All American Pipeline, the aggregate amount of oil so hedged at any one time does not exceed (A) for the period of six (6) months beginning with the acquisition under the Acquisition Documents, the number of barrels hedged by Borrower's Subsidiaries immediately prior to Borrower's acquisition of such Subsidiaries and (B) at any time thereafter, 500,000 barrels, (iii) with respect to crude oil owned by Restricted Persons other than linefill carried in the All American Pipeline, the aggregate amount of such other crude oil so hedged at any one time does not exceed the aggregate Open Position at such time, (iv) such contract is entered into for the purpose of hedging the price risk on oil anticipated to be disposed of and for which no other fixed sale price or other price fixing arrangement exists, and (viv) each such contract is either (A) with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender Party or one of its Affiliates) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA or Aa2 or better, respectively, by either Rating Agency or (B) entered into on the New York Mercantile Exchange ("Nymex") through a broker listed on the Disclosure Schedule or otherwise approved by Majority Lenders; provided that if a Nymex position is converted to a physical position by way of an "exchange for physicals" or an "alternative delivery procedure" then such Restricted Person may extend credit in connection with such physical position so long as such credit would comply with the credit requirements of the definition of "Approved Eligible Receivables."

Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on on: (a) any Hedging Contract, except: (ai) Hedging Contracts entered into by a Restricted Person Borrower with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person Borrower that is accruing interest at a variable rate, ; provided that (iA) the aggregate notional amount of such contracts never exceeds one hundred percent (100%) of the anticipated outstanding principal balance of the indebtedness Indebtedness to be hedged by such contracts or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, (iiB) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness Indebtedness to be hedged by such contract and (iiiC) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender or one of its Affiliates) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA or Aa2 or better, respectively, by either Rating Agency or is an investment grade-rated industry participant or otherwise acceptable to Majority LendersEligible Counterparty. (bii) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on crude oil then owned by a Restricted Person or which a Restricted Person is then obligated to purchase, provided that at all times: (i) no such contract fixes a the price for a term of more than twelve (12) months, except for time trades in which the length of time between the purchase and sale contracts shall Hydrocarbon Inventory not to exceed thirty-six (36) months and further provided that such time trades shall not exceed 30100% of the ▇▇▇▇▇▇▇ Terminal's storage capacity; (ii) with respect to crude oil constituting the linefill carried in the All American Pipeline, the aggregate amount of oil so hedged at any one time does not exceed 500,000 barrels, (iii) with respect to crude oil owned by Restricted Persons other than linefill carried in the All American Pipeline, the aggregate amount of such other crude oil so hedged at any one time does not exceed the aggregate Projected Open Position at such time, (iv) such contract is entered into Hydrocarbon Inventory for the purpose of hedging the price risk on oil anticipated to be disposed of current month and for which no other fixed sale price or other price fixing arrangement existsfuture months; provided, and (v) that each such contract is either with an Eligible Counterparty. "Projected Open Hydrocarbon Inventory" means (A) with a counterparty or has a guarantor of the obligation of the counterparty who (unless Hydrocarbon Inventory held by such counterparty Restricted Person for which price risk is a Lender Party or one of its Affiliates) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA or Aa2 or betternot otherwise substantially eliminated, respectively, by either Rating Agency or (B) entered into on the New York Mercantile Exchange ("Nymex") through a broker listed on the Disclosure Schedule Hydrocarbon Inventory anticipated to be acquired and received, or otherwise approved anticipated to be sold and delivered, by Majority Lenders; provided that if a Nymex position is converted to a physical position by way of an "exchange for physicals" or an "alternative delivery procedure" then such Restricted Person may extend credit in connection (including, without limitation, natural gas liquids from processing by a Restricted Person), with such physical position so long volume and period as corresponds to the volume and period under such credit would comply with the credit requirements of the definition of "Approved Eligible Receivables."Hedging Contract, for which price risk is not otherwise substantially eliminated (such as Hydrocarbon Inventory to be acquired or sold under any contract that is priced on index that substantially eliminates price risk for such Hydrocarbon Inventory). 004726 000020 DALLAS 1786243.3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT [CONFORMED THROUGH AUGUST 2004]

Hedging Contracts. No Restricted Person Neither the Company nor any Subsidiary or ----------------- Partnership will be a party to or in any manner be liable on any Hedging Contractforward, future, swap or hedging contract, except: (a) Hedging Contracts [Reserved]; (b) contracts entered into with the purpose and effect of fixing prices on oil or gas expected to be produced by the Company, any Subsidiary or Partnership, provided that at all times: (i) no such contract (other than a physical delivery contract) fixes a price for a term of more than three (3) years; (ii) the aggregate monthly production covered by all such contracts (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to Co-Agent) for any single month does not in the aggregate exceed eighty-five percent (85%) of the aggregate Projected Oil and Gas Production of the Company, its Subsidiaries and Partnerships anticipated to be sold in the ordinary course of their businesses for such month, and (iii) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Bank Party or Affiliate thereof) at the time the contract is made has long-term obligations rated BBB- or Baa3 or better, respectively, by Standard & Poor's Corporation or ▇▇▇▇▇'▇ Investors Services, Inc. (or a successor credit rating agency). As used in this subsection, the term "Projected Oil and Gas Production" means the projected -------------------------------- production of oil or gas (measured by volume unit or BTU equivalent, not sales price) for the term of the contracts or a particular month, as applicable, from properties and interests owned by the Company, its Subsidiaries and Partnerships which are located in or offshore of the United States and which have attributable to them proved oil or gas reserves, as such production is projected in the most recent reports delivered pursuant to Section 8.04, after deducting projected production from any properties or interests sold or under contract for sale that had been included in such reports and after adding projected production from any properties or interests that had not been reflected in such reports but that are reflected in a separate or supplemental reports meeting the requirements of such Section 8.04 hereof and otherwise are satisfactory to Co-Agent; or (c) contracts entered into by a Restricted Person the Company with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person the Company that is accruing interest at a variable rate, provided that (i) the aggregate notional amount of such contracts never exceeds one hundred seventy-five percent (10075%) of the anticipated outstanding principal balance of the indebtedness to be hedged by such contracts or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract contract, and (iii) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender Bank Party or one of its AffiliatesAffiliate thereof) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA BBB- or Aa2 Baa3 or better, respectively, by either Rating Agency Standard & Poor's Corporation or is an investment grade-rated industry participant or otherwise acceptable to Majority Lenders. (b) Hedging Contracts entered into with the purpose and effect of fixing prices on crude oil then owned by a Restricted Person or which a Restricted Person is then obligated to purchase, provided that at all times: (i) no such contract fixes a price for a term of more than twelve (12) months, except for time trades in which the length of time between the purchase and sale contracts shall not exceed thirty-six (36) months and further provided that such time trades shall not exceed 30% of the ▇▇▇▇▇▇'▇ Terminal's storage capacity; Investors Services, Inc. (ii) with respect to crude oil constituting the linefill carried in the All American Pipeline, the aggregate amount of oil so hedged at any one time does not exceed 500,000 barrels, (iii) with respect to crude oil owned by Restricted Persons other than linefill carried in the All American Pipeline, the aggregate amount of such other crude oil so hedged at any one time does not exceed the aggregate Open Position at such time, (iv) such contract is entered into for the purpose of hedging the price risk on oil anticipated to be disposed of and for which no other fixed sale price or other price fixing arrangement exists, and (v) each such contract is either (A) with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender Party or one of its Affiliates) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA or Aa2 or better, respectively, by either Rating Agency or (B) entered into on the New York Mercantile Exchange ("Nymex") through a broker listed on the Disclosure Schedule or otherwise approved by Majority Lenders; provided that if a Nymex position is converted to a physical position by way of an "exchange for physicals" or an "alternative delivery procedure" then such Restricted Person may extend successor credit in connection with such physical position so long as such credit would comply with the credit requirements of the definition of "Approved Eligible Receivablesrating agency)."

Hedging Contracts. No Restricted Person Loan Party will be a party to or in any manner be liable on any Hedging Contract, Swap Contract except: (a) Hedging Swap Contracts existing on the date hereof. (b) Swap Contracts entered into with the purpose and effect of fixing prices on Projected Oil and Gas Production for production expected to be produced no more than 48 months in the future that do not exceed for any single month during such term (i) ninety percent (90%), excluding puts and floors or (ii) one hundred (100%), including puts and floors, in each case of the aggregate Projected Oil and Gas Production for such month. (c) Except for Letters of Credit and the Collateral under the Security Documents with respect to Swap Obligations owing to Lenders, no Swap Contract shall require any Loan Party to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Loan Party in performing its obligations thereunder, and each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender or one of its Affiliates) at the time the contract is made has long-term obligations rated AA or Aa2 or better, respectively, by either Rating Agency. (d) Contracts entered into by a Restricted Person Loan Party with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person Loan Party that is accruing interest at a variable rate, provided that (i) at the time such Swap Contract is entered into, the aggregate notional amount of such contracts never exceeds one hundred does not exceed fifty percent (10050%) of the anticipated outstanding principal balance of the indebtedness to be hedged by such contracts or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender or one of its Affiliates) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA or Aa2 or better, respectively, by either Rating Agency or is an investment grade-rated industry participant or otherwise acceptable to Majority LendersAgency. (b) Hedging Contracts entered into with the purpose and effect of fixing prices on crude oil then owned by a Restricted Person or which a Restricted Person is then obligated to purchase, provided that at all times: (i) no such contract fixes a price for a term of more than twelve (12) months, except for time trades in which the length of time between the purchase and sale contracts shall not exceed thirty-six (36) months and further provided that such time trades shall not exceed 30% of the ▇▇▇▇▇▇▇ Terminal's storage capacity; (ii) with respect to crude oil constituting the linefill carried in the All American Pipeline, the aggregate amount of oil so hedged at any one time does not exceed 500,000 barrels, (iii) with respect to crude oil owned by Restricted Persons other than linefill carried in the All American Pipeline, the aggregate amount of such other crude oil so hedged at any one time does not exceed the aggregate Open Position at such time, (iv) such contract is entered into for the purpose of hedging the price risk on oil anticipated to be disposed of and for which no other fixed sale price or other price fixing arrangement exists, and (v) each such contract is either (A) with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender Party or one of its Affiliates) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA or Aa2 or better, respectively, by either Rating Agency or (B) entered into on the New York Mercantile Exchange ("Nymex") through a broker listed on the Disclosure Schedule or otherwise approved by Majority Lenders; provided that if a Nymex position is converted to a physical position by way of an "exchange for physicals" or an "alternative delivery procedure" then such Restricted Person may extend credit in connection with such physical position so long as such credit would comply with the credit requirements of the definition of "Approved Eligible Receivables."

Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on on: (a) any Hedging Contract, except: (ai) Hedging Contracts entered into by a Restricted Person Borrower with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person Borrower that is accruing interest at a variable rate, ; provided that (iA) the aggregate notional amount of such contracts never exceeds one hundred percent (100%) of the anticipated outstanding principal balance of the indebtedness Indebtedness to be hedged by such contracts or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, (iiB) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness Indebtedness to be hedged by such contract and (iiiC) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender or one an Affiliate of its Affiliatesany Lender at the time such contract is entered into) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA BBB+ or Aa2 Baa1 or better, respectively, by either Rating Agency or is an investment grade-rated industry participant or otherwise acceptable to Majority Lenders.. SECOND AMENDED AND RESTATED CREDIT AGREEMENT (bii) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on crude oil then owned by a Restricted Person or which a Restricted Person is then obligated to purchase, provided that at all times: (i) no such contract fixes a the price for a term of more than twelve (12) months, except for time trades in which the length of time between the purchase and sale contracts shall Hydrocarbon Inventory not to exceed thirty-six (36) months and further provided that such time trades shall not exceed 30100% of the ▇▇▇▇▇▇▇ Terminal's storage capacity; (ii) with respect to crude oil constituting the linefill carried in the All American Pipeline, the aggregate amount of oil so hedged at any one time does not exceed 500,000 barrels, (iii) with respect to crude oil owned by Restricted Persons other than linefill carried in the All American Pipeline, the aggregate amount of such other crude oil so hedged at any one time does not exceed the aggregate Projected Open Position at such time, (iv) such contract is entered into Hydrocarbon Inventory for the purpose of hedging the price risk on oil anticipated to be disposed of current month and for which no other fixed sale price or other price fixing arrangement existsfuture months; provided, and (v) that each such contract is either (A) with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender Party or one an Affiliate of its Affiliatesany Lender at the time such contract is entered into) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA BBB+ or Aa2 Baa1 or better, respectively, by either Rating Agency or is otherwise acceptable to Majority Lenders. "Projected Open Hydrocarbon Inventory" means (A) the Hydrocarbon Inventory held by such Restricted Person for which price risk is not otherwise substantially eliminated, or (B) entered into on the New York Mercantile Exchange ("Nymex") through a broker listed on the Disclosure Schedule Hydrocarbon Inventory anticipated to be acquired and received, or otherwise approved anticipated to be sold and delivered, by Majority Lenders; provided that if a Nymex position is converted to a physical position by way of an "exchange for physicals" or an "alternative delivery procedure" then such Restricted Person may extend credit in connection (including, without limitation, natural gas liquids from processing by a Restricted Person), with such physical position so long volume and period as corresponds to the volume and period under such credit would comply with the credit requirements of the definition of "Approved Eligible ReceivablesHedging Contract, for which price risk is not otherwise substantially eliminated (such as Hydrocarbon Inventory to be acquired or sold under any contract that is priced on index that substantially eliminates price risk for such Hydrocarbon Inventory)."

Hedging Contracts. No Restricted Person will be a party to ----------------- or in any manner be liable on any Hedging Contract, except: (a) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) the aggregate notional amount of such contracts never exceeds one hundred percent (100%) of the anticipated outstanding principal balance of the indebtedness to be hedged by such contracts or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender, a "Lender" as such term is defined in the Revolver Agreement, or an Affiliate of any Lender or one of its Affiliates"Lender" at the time such contract is entered into) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA A or Aa2 A2 or better, respectively, by either Rating Agency or is an investment grade-rated industry participant or otherwise acceptable to Majority Lenders. (b) Hedging Contracts entered into by a Canadian Subsidiary (or by a Restricted Person on behalf of a Canadian Subsidiary) with the purpose and effect of fixing prices foreign exchange rates on crude oil then owned by a Restricted Person or which a Restricted Person is then obligated to purchaseits reasonably anticipated net revenues, and not for speculative purposes, provided that at all times: (i) no such contract fixes a price an exchange rate for a term of more than twelve (12) months5 years, except for time trades in which the length of time between the purchase and sale contracts shall not exceed thirty-six (36) months and further provided that such time trades shall not exceed 30% of the ▇▇▇▇▇▇▇ Terminal's storage capacity; (ii) with respect to crude oil constituting the linefill carried in the All American Pipeline, the aggregate amount of oil so hedged at any one time does not exceed 500,000 barrels, (iii) with respect to crude oil owned by Restricted Persons other than linefill carried in the All American Pipeline, the aggregate notional amount of such other crude oil so hedged at contracts (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to Administrative Agent) for any one time does not exceed single month never exceeds (A) ninety percent (90%) of the aggregate Open Position at such time, (iv) such contract is entered into for the purpose of hedging the price risk on oil reasonably anticipated net revenues to be disposed hedged by such contracts plus (B) one hundred percent (100%) of and for which no other fixed sale price or other price fixing arrangement existsthe anticipated outstanding principal balance of the indebtedness to be hedged by such contracts, and (viii) each such contract is either (A) with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender, a "Lender" as such term is defined in the Revolver Agreement, or an Affiliate of a Lender Party or one of its Affiliates"Lender" at the time such contract is entered into) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA A or Aa2 A2 or better, respectively, by either Rating Agency or (B) entered into on the New York Mercantile Exchange ("Nymex") through a broker listed on the Disclosure Schedule or is otherwise approved by acceptable to Majority Lenders; provided that if a Nymex position is converted . (c) Hedging Contracts relating to a physical position by way of an "exchange heating oil used to hedge price risk for physicals" or an "alternative delivery procedure" then such Restricted Person may extend credit in connection with such physical position so long as such credit would comply with the credit fuel requirements of the definition truck fleet of "Approved Eligible Receivablesa Restricted Person in the ordinary course of business."

Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract, except: (a) Hedging Contracts entered into by a Restricted Person with the purpose and effect of (I) fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, or (II) applying a variable rate of interest on a principal amount of indebtedness of such Restricted Person that is accruing interest at a fixed rate; provided that (i) the aggregate notional amount of such contracts never exceeds one hundred percent (100%) of the anticipated outstanding principal balance of the indebtedness to be hedged by such contracts or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender, a "Lender" as such term is defined in the Revolver Agreement, or an Affiliate of any Lender or one of its Affiliates"Lender" at the time such contract is entered into) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA A or Aa2 A2 or better, respectively, by either Rating Agency or is an investment grade-rated industry participant or otherwise acceptable to Majority Lenders. (b) Hedging Contracts entered into by a Canadian Subsidiary (or by a Restricted Person on behalf of a Canadian Subsidiary) with the purpose and effect of fixing prices foreign exchange rates on crude oil then owned by a Restricted Person or which a Restricted Person is then obligated to purchaseits reasonably anticipated net revenues, and not for speculative purposes, provided that at all times: (i) no such contract fixes a price an exchange rate for a term of more than twelve (12) months5 years, except for time trades in which the length of time between the purchase and sale contracts shall not exceed thirty-six (36) months and further provided that such time trades shall not exceed 30% of the ▇▇▇▇▇▇▇ Terminal's storage capacity; (ii) with respect to crude oil constituting the linefill carried in the All American Pipeline, the aggregate amount of oil so hedged at any one time does not exceed 500,000 barrels, (iii) with respect to crude oil owned by Restricted Persons other than linefill carried in the All American Pipeline, the aggregate notional amount of such other crude oil so hedged at contracts (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to Administrative Agent) for any one time does not exceed single month never exceeds (A) ninety percent (90%) of the aggregate Open Position at such time, (iv) such contract is entered into for the purpose of hedging the price risk on oil reasonably anticipated net revenues to be disposed hedged by such contracts plus (B) one hundred percent (100%) of and for which no other fixed sale price or other price fixing arrangement existsthe anticipated outstanding principal balance of the indebtedness to be hedged by such contracts, and (viii) each such contract is either (A) with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender, a "Lender" as such term is defined in the Revolver Agreement, or an Affiliate of a Lender Party or one of its Affiliates"Lender" at the time such contract is entered into) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA A or Aa2 A2 or better, respectively, by either Rating Agency or (B) entered into on the New York Mercantile Exchange ("Nymex") through a broker listed on the Disclosure Schedule or is otherwise approved by acceptable to Majority Lenders; provided that if a Nymex position is converted . (c) Hedging Contracts relating to a physical position by way of an "exchange heating oil used to hedge price risk for physicals" or an "alternative delivery procedure" then such Restricted Person may extend credit in connection with such physical position so long as such credit would comply with the credit fuel requirements of the definition truck fleet of "Approved Eligible Receivablesa Restricted Person in the ordinary course of business."

Hedging Contracts. No Restricted Person Company will not, nor will it permit any of its Subsidiaries to, be a party to or in any manner be liable on any Hedging Contract, Contract except: (a) contracts entered into with the purpose and effect of fixing prices on oil or gas expected to be produced by Company, provided that at all times: (i) no such contract fixes a price for a term that ends later than the Maturity Date; (ii) the aggregate monthly production covered by all such contracts (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to Administrative Agent) for any single month does not in the aggregate exceed ninety percent (90%) at any time of Company's aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contracts Contract is entered into) to be sold in the ordinary course of Company's and its Subsidiaries' businesses for such month, (iii) no such contract requires Company or any Subsidiary to put up money, assets or other security (excluding unsecured letters of credit and, in the case of Lender Hedging Obligations only, Collateral under the Security Documents) against the event of its nonperformance prior to actual default by Company or such Subsidiary in performing its obligations thereunder, and (iv) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender or one of its Affiliates) at the time the contract is made is rated at least A by S & P or A2 by M▇▇▇▇'▇; and (b) contracts entered into by a Restricted Person Company or any of its Subsidiaries with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person Credit Party that is accruing interest at a variable rate, provided that (i) the aggregate notional amount of such contracts never exceeds one hundred fifty percent (10050%) of the anticipated outstanding principal balance of the indebtedness to be hedged by such contracts or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract, (iii) no such contract requires Company or any of its Subsidiaries to put up money, assets or other security (excluding unsecured letters of credit and, in the case of Lender Hedging Obligations only, Collateral under the Security Documents) against the event of its nonperformance prior to actual default by Company or such Subsidiary in performing its obligations thereunder, and (iiiiv) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender or one of its Affiliates) at the time the contract is made has long-term unsecured and unenhanced debt obligations is rated AA at least A by S & P or Aa2 or better, respectively, A2 by either Rating Agency or is an investment grade-rated industry participant or otherwise acceptable to Majority Lenders. (b) Hedging Contracts entered into with the purpose and effect of fixing prices on crude oil then owned by a Restricted Person or which a Restricted Person is then obligated to purchase, provided that at all times: (i) no such contract fixes a price for a term of more than twelve (12) months, except for time trades in which the length of time between the purchase and sale contracts shall not exceed thirty-six (36) months and further provided that such time trades shall not exceed 30% of the M▇▇▇▇'▇▇▇ Terminal's storage capacity; (ii) with respect to crude oil constituting the linefill carried in the All American Pipeline, the aggregate amount of oil so hedged at any one time does not exceed 500,000 barrels, (iii) with respect to crude oil owned by Restricted Persons other than linefill carried in the All American Pipeline, the aggregate amount of such other crude oil so hedged at any one time does not exceed the aggregate Open Position at such time, (iv) such contract is entered into for the purpose of hedging the price risk on oil anticipated to be disposed of and for which no other fixed sale price or other price fixing arrangement exists, and (v) each such contract is either (A) with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender Party or one of its Affiliates) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA or Aa2 or better, respectively, by either Rating Agency or (B) entered into on the New York Mercantile Exchange ("Nymex") through a broker listed on the Disclosure Schedule or otherwise approved by Majority Lenders; provided that if a Nymex position is converted to a physical position by way of an "exchange for physicals" or an "alternative delivery procedure" then such Restricted Person may extend credit in connection with such physical position so long as such credit would comply with the credit requirements of the definition of "Approved Eligible Receivables."

Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract, except: (a) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) the aggregate notional amount of such contracts never exceeds one hundred percent (100%) of the anticipated outstanding principal balance of the indebtedness to be hedged by such contracts or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender or one of its Affiliates) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA or Aa2 or better, respectively, by either Rating Agency or is an investment grade-rated industry participant or otherwise acceptable to Majority Lenders. (b) Hedging Contracts entered into with the purpose and effect of fixing prices on crude oil then owned by a Restricted Person or which a Restricted Person is then obligated to purchase, provided that at all times: (i) no such contract fixes a price for a term of more than twelve (12) months, except for time trades in which the length of time between the purchase and sale contracts shall not exceed [thirty-six (36) )] months and further provided that such [provision dealing with time trades shall not exceed 30% of the ▇▇▇▇▇▇▇ Terminal's storage capacityspreads to be discussed]; (ii) with respect to crude oil constituting the linefill carried in the All American Pipeline, the aggregate amount of oil so hedged at any one time does not exceed 500,000 barrels, (iii) with respect to crude oil owned by Restricted Persons other than linefill carried in the All American Pipeline, the aggregate amount of such other crude oil so hedged at any one time does not exceed the aggregate Open Position at such time, (iv) such contract is entered into for the purpose of hedging the price risk on oil anticipated to be disposed of and for which no other fixed sale price or other price fixing arrangement exists, and (v) each such contract is either (A) with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender Party or one of its Affiliates) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA or Aa2 or better, respectively, by either Rating Agency or (B) entered into on the New York Mercantile Exchange ("Nymex") through a broker listed on the Disclosure Schedule or otherwise approved by Majority Lenders; provided that if a Nymex position is converted to a physical position by way of an "Lenders [provision dealing with counterparty credit rating on exchange for physicals" or an "alternative delivery procedure" then such Restricted Person may extend credit in connection with such physical position so long as such credit would comply with the credit requirements of the definition of "Approved Eligible Receivablesphysicals contracts]."

Hedging Contracts. No Restricted Person will be a party to ----------------- or in any manner be liable on any Hedging Contract, except: (a) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) the aggregate notional amount of such contracts never exceeds one hundred percent (100%) of the anticipated outstanding principal balance of the indebtedness to be hedged by such contracts or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender, a "Lender" as such term is defined in the Marketing Credit Agreement, or an Affiliate of a Lender or one of its Affiliates"Lender" at the time such contract is entered into) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA A or Aa2 A2 or better, respectively, by either Rating Agency or is an investment grade-rated industry participant or otherwise acceptable to Majority Lenders. (b) Hedging Contracts entered into by a Canadian Subsidiary (or by a Restricted Person on behalf of a Canadian Subsidiary) with the purpose and effect of fixing prices foreign exchange rates on crude oil then owned by a Restricted Person or which a Restricted Person is then obligated to purchaseits reasonably anticipated net revenues, and not for speculative purposes, provided that at all times: (i) no such contract fixes a price an exchange rate for a term of more than twelve (12) months5 years, except for time trades in which the length of time between the purchase and sale contracts shall not exceed thirty-six (36) months and further provided that such time trades shall not exceed 30% of the ▇▇▇▇▇▇▇ Terminal's storage capacity; (ii) with respect to crude oil constituting the linefill carried in the All American Pipeline, the aggregate amount of oil so hedged at any one time does not exceed 500,000 barrels, (iii) with respect to crude oil owned by Restricted Persons other than linefill carried in the All American Pipeline, the aggregate notional amount of such other crude oil so hedged at contracts (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to Administrative Agent) for any one time does not exceed single month never exceeds (A) ninety percent (90%) of the aggregate Open Position at such time, (iv) such contract is entered into for the purpose of hedging the price risk on oil reasonably anticipated net revenues to be disposed hedged by such contracts plus (B) one hundred percent (100%) of and for which no other fixed sale price or other price fixing arrangement existsthe anticipated outstanding principal balance of the indebtedness to be hedged by such contracts, and (viii) each such contract is either (A) with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender, a "Lender" as such term is defined in the Marketing Credit Agreement, or an Affiliate of a Lender Party or one of its Affiliates"Lender" at the time such contract is entered into) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA A or Aa2 A2 or better, respectively, by either Rating Agency or (B) entered into on the New York Mercantile Exchange ("Nymex") through a broker listed on the Disclosure Schedule or is otherwise approved by acceptable to Majority Lenders; provided that if a Nymex position is converted . (c) Hedging Contracts relating to a physical position by way of an "exchange heating oil used to hedge price risk for physicals" or an "alternative delivery procedure" then such Restricted Person may extend credit in connection with such physical position so long as such credit would comply with the credit fuel requirements of the definition truck fleet of "Approved Eligible Receivablesa Restricted Person in the ordinary course of business."

Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract, except: (a) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) the aggregate notional amount of such contracts never exceeds one hundred percent (100%) of the anticipated outstanding principal balance of the indebtedness to be hedged by such contracts or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender or one of its Affiliates) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA or Aa2 or better, respectively, by either Rating Agency or is an investment grade-rated industry participant or otherwise acceptable to Majority Lenders. (b) Hedging Contracts entered into with the purpose and effect of fixing prices on crude oil then owned by a Restricted Person or which a Restricted Person is then obligated to purchase, provided that at all times: (i) no such contract fixes a price for a term of more than twelve (12) months, except for time trades in which the length of time between the purchase and sale contracts shall not exceed [thirty-six (36) )] months and further provided that such [provision dealing with time trades shall not exceed 30% of the ▇▇▇▇▇▇▇ Terminal's storage capacityspreads to be discussed]; (ii) with respect to crude oil constituting the linefill carried in the All American Pipeline, the aggregate amount of oil so hedged at any one time does not exceed 500,000 barrels, (iii) with respect to crude oil owned by Restricted Persons other than linefill carried in the All American Pipeline, the aggregate amount of such other crude oil so hedged at any one time does not exceed the aggregate Open Position at such time, (iv) such contract is entered into for the purpose of hedging the price risk on oil anticipated to be disposed of and for which no other fixed sale price or other price fixing arrangement exists, and (v) each such contract is either (A) with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender Party or one of its Affiliates) at the time the contract is made has long-term unsecured and unenhanced debt obligations rated AA or Aa2 or better, respectively, by either Rating Agency or (B) entered into on the New York Mercantile Exchange ("Nymex") through a broker listed on the Disclosure Schedule or otherwise approved by Majority Lenders; provided that if a Nymex position is converted to a physical position by way of Lenders [provision dealing with counterparty credit rating on an "exchange for physicals" or an "alternative delivery procedure" then such Restricted Person may extend credit in connection with such physical position so long as such credit would comply with the credit requirements of the definition of "Approved Eligible Receivablescontracts]."