Common use of LOANS AND PAYMENTS Clause in Contracts

LOANS AND PAYMENTS. Date Amount and Type of Swingline Loan Payments of Principal Unpaid Principal Balance of Swingline Note Name of Person Making Notation EXHIBIT C FORM OF ASSIGNMENT AND ACCEPTANCE [date to be supplied] Reference is made to the Revolving Credit Agreement dated as of March 28, 2008 (as amended and in effect on the date hereof, the “Credit Agreement”), among Xxxxxxx, Inc., a Delaware corporation, the lenders from time to time parties thereto and SunTrust Bank, as Administrative Agent for such lenders. Terms defined in the Credit Agreement are used herein with the same meanings. [name of assignor] (the “Assignor”) hereby sells and assigns, without recourse, to [name of assignee] (the “Assignee”), and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Revolving Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date, [(i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii)](1) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.18(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, and any documentation required to be delivered pursuant to Section 10.4 of the Credit Agreement, duly completed by the Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 10.4(b) of the Credit Agreement.

LOANS AND PAYMENTS. Date Amount and Type of Swingline Loan Payments of Principal Unpaid Principal Balance of Swingline Note Name of Person Amount and Payments of Balance of Making Date Type of Loan Principal Note Notation EXHIBIT C B FORM OF ASSIGNMENT AND ACCEPTANCE [date SWINGLINE NOTE $10,000,000 Atlanta, Georgia June 4, 2007 FOR VALUE RECEIVED, the undersigned, KAYNE ENERGY DEVELOPMENT COMPANY, a Maryland corporation (the “Borrower”), hereby promises to be supplied] Reference is made pay to SUNTRUST BANK (the “Swingline Lender”) or its registered assigns, at the office of SunTrust Bank (“SunTrust”) at 300 Xxxxxxxxx Xx., X.X., Xxxxxxx, Xxxxxxx 00000, on the Commitment Termination Date (as defined in the Senior Secured Revolving Credit Agreement dated as of March 28June 4, 2008 2007 (as amended and in effect on the date hereofsame may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxxxx, Inc., a Delaware corporationthe Borrower, the lenders from time to time parties party thereto and SunTrust BankSunTrust, as Administrative Agent administrative agent for such the lenders. Terms defined in , the Credit Agreement are used herein with lesser of the same meanings. [name principal sum of assignor] (the “Assignor”) hereby sells and assigns, without recourse, to [name of assignee] (the “Assignee”), $10,000,000 and the Assignee hereby purchases and assumes, without recourse, from aggregate unpaid principal amount of all Swingline Loans made by the Assignor, effective as of Swingline Lender to the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under Borrower pursuant to the Credit Agreement, including, without limitation, the interests set forth below in the Revolving Commitment lawful money of the Assignor United States of America in immediately available funds, and to pay interest from the date hereof on the Assignment Date principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and Loans owing to the Assignor which are outstanding payable on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of such dates as provided in the Credit Agreement. From In addition, should legal action or an attorney-at-law be utilized to collect any amount due hereunder, the Borrower further promises to pay all costs of collection, including the reasonable attorneys’ fees of the Swingline Lender. Upon the occurrence of an Event of Default, the Borrower promises to pay interest, on demand, at a rate or rates provided in the Credit Agreement. All borrowings evidenced by this Swingline Note and after all payments and prepayments of the Assignment Date, [(i) principal hereof and the Assignee date thereof shall be a party to and be bound endorsed by the provisions holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, that the failure of the Credit Agreement and, holder hereof to make such a notation or any error in such notation shall not affect the extent obligations of the Assigned Interest, have Borrower to make the rights payments of principal and obligations interest in accordance with the terms of a Lender thereunder this Swingline Note and (ii)](1) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment Swingline Note is issued in connection with, and Acceptance is being delivered entitled to the Administrative Agent together with (i) if benefits of, the Assignee is a Foreign LenderCredit Agreement which, any documentation required among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to be delivered by the Assignee pursuant to Section 2.18(e) maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, duly completed all upon the terms and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, and any documentation required to be delivered pursuant to Section 10.4 of the Credit Agreement, duly completed by the Assigneeconditions therein specified. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 10.4(b) of the Credit Agreement.THIS SWINGLINE NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. KXXXX XXXXXXXX ENERGY DEVELOPMENT COMPANY By: Name: Title: [SEAL] [SIGNATURE PAGE TO SWINGLINE NOTE]

LOANS AND PAYMENTS. Date Amount and Type of Swingline Loan Payments of Principal Unpaid Principal Balance of Swingline Note Name of Person Making Notation EXHIBIT C FORM OF ASSIGNMENT AND ACCEPTANCE [date A-2 SWINGLINE NOTE $15,000,000.00 Atlanta, Georgia June __, 2006 FOR VALUE RECEIVED, the undersigned, DOLLAR GENERAL CORPORATION, a Tennessee corporation (the “Borrower”), hereby promises to be supplied] Reference is made pay to the order of SUNTRUST BANK (the “Lender”), for the account of its Applicable Lending Office, at the office of SunTrust Bank, as Administrative Agent (the “Administrative Agent”), at 000 Xxxxxxxxx Xx., X.X., Xxxxxxx, Xxxxxxx 00000, on the Swingline Commitment Termination Date, the principal sum of FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) or, if less, the aggregate unpaid principal amount of all Swingline Loans made by the Lender to the Borrower pursuant to the Credit Agreement described below, in lawful money of the United States of America in immediately available funds, and to pay interest from the date hereof on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on such dates as provided in the Credit Agreement. In addition, the Borrower further promises to pay all costs of collection, including the reasonable attorneys’ fees of the Lender, if any amounts evidenced by this Note are collected by or through an attorney-at-law or in bankruptcy or other judicial proceedings. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at a rate or rates provided in the Credit Agreement. All borrowings evidenced by this Note and all payments and prepayments of the principal hereof and the date thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower to make the payments of principal and interest in accordance with the terms of this Note and the Credit Agreement. This Note is the Swingline Note referred to in, and is entitled to the benefits of, the Second Amended and Restated Revolving Credit Agreement dated as of March 28June __, 2008 2006, among the Borrower, the Lender and certain other lenders parties thereto, and the Administrative Agent (as amended and in effect on the date hereofsame may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxxxx, Inc., a Delaware corporation, ; the lenders from time to time parties thereto and SunTrust Bank, as Administrative Agent for such lenders. Terms capitalized terms that are defined in the Credit Agreement are being used herein in this Note with the same meanings. [name of assignor] (the “Assignor”) hereby sells and assigns, without recourse, respective meanings assigned to [name of assignee] (the “Assignee”), and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) such capitalized terms in the Assignor’s rights and obligations under the Credit Agreement). The Credit Agreement contains, includingamong other things, without limitation, provisions for the interests set forth below in the Revolving Commitment acceleration of the Assignor on maturity hereof upon the Assignment Date and Loans owing happening of certain events, for prepayment of the principal hereof prior to the Assignor which are outstanding on maturity hereof and for the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt amendment or waiver of a copy of the Credit Agreement. From and after the Assignment Date, [(i) the Assignee shall be a party to and be bound by the certain provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii)](1) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.18(e) of the Credit Agreement, duly completed all upon the terms and executed by the Assigneeconditions therein specified. THIS NOTE HAS BEEN EXECUTED AND DELIVERED BY THE BORROWER IN ATLANTA, GEORGIA, AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF GEORGIA AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. DOLLAR GENERAL CORPORATION Name: Title: LOANS AND PAYMENTS Date Amount and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, and any documentation required to be delivered pursuant to Section 10.4 Type of the Credit Agreement, duly completed by the Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 10.4(b) Loan Payments of the Credit Agreement.Principal Unpaid Principal Balance of Note Name of Person Making Notation EXHIBIT B

LOANS AND PAYMENTS. Date Amount and Type of Swingline Loan Payments of Principal Unpaid Principal Balance of Swingline Note Name of Person Making Notation EXHIBIT C FORM OF ASSIGNMENT AND ACCEPTANCE B SWINGLINE NOTE $75,000,000 New York, New York [date March 30, 2007] FOR VALUE RECEIVED, the undersigned, ONEOK PARTNERS, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to be supplied] Reference is made pay to SUNTRUST BANK (the “Swingline Lender”) or its registered assigns, at the office of SunTrust Bank (“SunTrust”) at 000 Xxxxxxxxx Xx., X.X., Xxxxxxx, Xxxxxxx 00000, on the Revolving Commitment Termination Date (as defined in the Amended and Restated Revolving Credit Agreement dated as of [March 2830, 2008 2007] (as amended and in effect on the date hereofsame may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”;” capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among Xxxxxxx, Inc., a Delaware corporationthe Borrower, the lenders from time to time parties party thereto and SunTrust BankSunTrust, as Administrative Agent administrative agent for such the lenders. Terms defined in , the Credit Agreement are used herein with lesser of the same meanings. [name principal sum of assignor] (the “Assignor”) hereby sells and assigns, without recourse, to [name of assignee] (the “Assignee”), $75,000,000 and the Assignee hereby purchases and assumes, without recourse, from aggregate unpaid principal amount of all Swingline Loans made by the Assignor, effective as of Swingline Lender to the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under Borrower pursuant to the Credit Agreement, including, without limitation, the interests set forth below in the Revolving Commitment lawful money of the Assignor United States of America in immediately available funds, and to pay interest from the date hereof on the Assignment Date principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and Loans owing to the Assignor which are outstanding payable on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of such dates as provided in the Credit Agreement. From In addition, should legal action or an attorney-at-law be utilized to collect any amount due hereunder, the Borrower further promises to pay all costs of collection, including the reasonable attorneys’ fees of the Swingline Lender. Upon the occurrence of an Event of Default, the Borrower promises to pay interest, on demand, at a rate or rates provided in the Credit Agreement. All borrowings evidenced by this Swingline Note and after all payments and prepayments of the Assignment Date, [(i) principal hereof and the Assignee date thereof shall be a party to and be bound endorsed by the provisions holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, that the failure of the Credit Agreement and, holder hereof to make such a notation or any error in such notation shall not affect the extent obligations of the Assigned Interest, have Borrower to make the rights payments of principal and obligations interest in accordance with the terms of a Lender thereunder this Swingline Note and (ii)](1) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment Swingline Note is a replacement and Acceptance increase of the Swingline Lender’s existing Swingline Note dated March 30, 2006, in the principal sum of $15,000,000 and is being delivered issued in connection with, and is entitled to the Administrative Agent together with (i) if benefits of, the Assignee is a Foreign LenderCredit Agreement which, any documentation required among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to be delivered by the Assignee pursuant to Section 2.18(e) maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, duly completed all upon the terms and executed by the Assigneeconditions therein specified. THIS SWINGLINE NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. ONEOK PARTNERS, L.P. By: ONEOK Partners GP, L.L.C., its sole general partner By: Name: Xxxxxx Xxxxx Title: Senior Vice President, Chief Financial Officer and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, Treasurer [SEAL] LOANS AND PAYMENTS Date Amount and any documentation required to be delivered pursuant to Section 10.4 Type of the Credit Agreement, duly completed by the Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 10.4(b) Loan Payments of the Credit Agreement.Principal Unpaid Principal Balance of Note Name of Person Making Notation EXHIBIT C

LOANS AND PAYMENTS. Date Amount and Type of Swingline Loan Payments of Principal Unpaid Principal Balance of Swingline Note Name of Person Making Notation EXHIBIT C B [FORM OF OF] ASSIGNMENT AND ACCEPTANCE [date to be supplied] Reference is made to the Revolving Credit Term Loan Agreement dated as of March 28September 29, 2008 2006 (as amended and in effect on the date hereof, the “Credit Agreement”), among XxxxxxxX.X. XXXX TRANSPORT, Inc.INC., a Delaware Georgia corporation, the lenders Lenders from time to time parties thereto party hereto and SunTrust Bank, as Administrative Agent for such lendersthe Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. [name of assignor] (the “Assignor”) The Assignor hereby sells and assigns, without recourse, to [name of assignee] (the “Assignee”)Assignee designated below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Revolving Commitment Term Loan of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date, [Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii)](1ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.18(e2.12(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, and any documentation required to be delivered pursuant to Section 10.4 of the Credit Agreement, duly completed by the Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 10.4(b) of the Credit Agreement.. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of Tennessee. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment: (“Assignment Date”): Percentage Assigned of Term Loan (set forth, to at least 8 decimals, as a percentage of the aggregate Term Loans of all Lenders thereunder) Principal Amount Assigned $ % Term Loan: The terms set forth above are hereby agreed to: [Name of Assignor], as Assignor By: Name: Title: [Name of Assignee], as Assignee By: Name: Title: The undersigned hereby consents to the within assignment:(1) [Borrower] SunTrust Bank, as Administrative Agent: By: By: Name: Name: Title: Title:

LOANS AND PAYMENTS. Date Unpaid Principal Amount and Balance of Type of Swingline Loan Revolving Payments of Principal Unpaid Principal Balance of Swingline Note Revolving Credit Name of Person Date Loan Principal Note Making Notation EXHIBIT C D FORM OF ASSIGNMENT AND ACCEPTANCE SWINGLINE NOTE $5,000,000.00 Atlanta, Georgia [date Date] FOR VALUE RECEIVED, the undersigned, XXXXX XXXXXXX COMPANIES, a Delaware corporation (the “Borrower”), hereby promises to be supplied] Reference is made pay to SUNTRUST BANK, a Georgia state banking corporation (“SunTrust” or the “Swingline Lender”) or its registered assigns, at the Payment Office of the Administrative Agent on the earlier of (i) the last day of the Interest Period applicable to such Borrowing and (ii) the Revolving Commitment Termination Date (as such terms are defined in the Credit Agreement dated as of March 28December 29, 2008 (2010 as amended and in effect on the date hereofsame may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Xxxxxxx, Inc., a Delaware corporationthe Borrower, the lenders Lenders from time to time parties party thereto and SunTrust BankSunTrust, as Administrative Agent for the Lenders, the lesser of the principal sum of FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00) or the aggregate unpaid principal amount of all outstanding Swingline Loans made by the Swingline Lender to the Borrower pursuant to the Credit Agreement from time to time, in lawful money of the United States of America in immediately available funds, and to pay interest from the date hereof on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on such lenders. Terms defined dates as provided in the Credit Agreement are used herein with Agreement. In addition, should legal action or an attorney-at-law be utilized to collect any amount due hereunder, the same meanings. [name Borrower further promises to pay all costs of assignor] (collection, including the “Assignor”) hereby sells and assigns, without recourse, to [name reasonable attorneys’ fees of assignee] (the “Assignee”), Administrative Agent and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) Swingline Lender in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Revolving Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy accordance with Section 10.3 of the Credit Agreement. From Terms not defined herein shall have the meanings ascribed to such terms in the Credit Agreement. Upon the occurrence and after during the Assignment Datecontinuation of an Event of Default, [(ithe Borrower promises to pay interest, on demand, at the rates provided in Section 2.13(c) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to Agreement. In the extent event of an acceleration of the Assigned Interestmaturity of the Swingline Loans, have this Swingline Note shall become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the rights Borrower. All Borrowings evidenced by this Swingline Note and all payments and prepayments of the principal hereof and the date thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of a Lender thereunder the Borrower to make the payments of principal and (ii)](1) interest in accordance with the Assignor shall, to the extent terms of the Assigned Interest, relinquish its rights this Swingline Note and be released from its obligations under the Credit Agreement. This Assignment Swingline Note is issued in connection with, and Acceptance is being delivered entitled to the Administrative Agent together with (i) if benefits of, the Assignee is a Foreign LenderCredit Agreement which, any documentation required among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to be delivered by the Assignee pursuant to Section 2.18(e) maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, duly completed all upon the terms and executed conditions therein specified. This Swingline Note is secured by and is also entitled to the Assigneebenefits of the Loan Documents to the extent provided therein and any other agreement or instrument providing collateral for the Swingline Loans, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire whether now or hereafter in the form supplied by the Administrative Agentexistence, and any documentation required to be delivered pursuant to Section 10.4 of filings, instruments, agreements and documents relating thereto and providing collateral for the Credit Agreement, duly completed by the AssigneeSwingline Loans. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 10.4(b) of the Credit AgreementTHIS SWINGLINE NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

LOANS AND PAYMENTS. Date Amount and Unpaid Principal Type of Swingline Loan Payments of Principal Unpaid Principal Balance of Swingline Note Name of Person Date Loan Principal Swingline Note Making Notation EXHIBIT C E FORM OF ASSIGNMENT AND ACCEPTANCE TERM NOTE $___________ [date Date] FOR VALUE RECEIVED, the undersigned, XXXXX XXXXXXX COMPANIES, a Delaware corporation (the “Borrower”), hereby promises to be suppliedpay to [NAME OF LENDER] Reference is made to (the Revolving “Lender”) or its registered assigns, at the Payment Office of the Administrative Agent on the Maturity Date (as defined in that certain Credit Agreement dated as of March 28December 29, 2008 2010 (as amended and in effect on the date hereofsame may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), ; capitalized terms used in this Term Note and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement) by and among Xxxxxxx, Inc., a Delaware corporationthe Borrower, the lenders Lenders from time to time parties thereto party thereto, and SunTrust Bank, as Administrative Agent for such lenders. Terms defined in the Credit Agreement are used herein with the same meanings. [name of assignor] Lenders (the “AssignorAgent”) hereby sells and assigns, without recourse, to [name the lesser of assignee] the principal sum of ____________________________ AND NO/100 DOLLARS (the “Assignee”), $____________________) and the Assignee hereby purchases and assumes, without recourse, from aggregate unpaid principal amount of all Term Loans made by the Assignor, effective as of Lender to the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under Borrower pursuant to the Credit Agreement, includingin lawful money of the United States of America in immediately available funds, without limitationand to pay interest from the date hereof on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on such dates as provided in the Credit Agreement. In addition, should legal action or an attorney-at-law be utilized to collect any amount due hereunder, the interests set forth below Borrower further promises to pay all costs of collection in accordance with the Revolving Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy terms of the Credit Agreement. From All borrowings evidenced by this Term Note and after all payments and prepayments of the Assignment Date, [(i) principal hereof and the Assignee date thereof shall be a party to and be bound endorsed by the provisions holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, that the failure of the Credit Agreement and, holder hereof to make such a notation or any error in such notation shall not affect the extent obligations of the Assigned Interest, have Borrower to make the rights payments of principal and obligations interest in accordance with the terms of a Lender thereunder this Term Note and (ii)](1) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment Upon the occurrence and Acceptance is being delivered during the continuation of an Event of Default, the Borrower promises to pay interest, on demand, at the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to rates provided in Section 2.18(e2.13(c) of the Credit Agreement. In the event of an acceleration of the maturity of the Term Loans, duly completed this Note shall become immediately due and executed payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the AssigneeBorrower. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys’ fees. This Term Note is issued in connection with, and (ii) if is entitled to the Assignee is not already a Lender under benefits of, the Credit AgreementAgreement which, an Administrative Questionnaire in among other things, contains provisions for the form supplied by acceleration of the Administrative Agentmaturity hereof upon the happening of certain events, for prepayment of the principal hereof prior to the maturity hereof and any documentation required to be delivered pursuant to Section 10.4 for the amendment or waiver of certain provisions of the Credit Agreement, duly completed all upon the terms and conditions therein specified. This Term Note is secured by the Assignee. The Assignee shall pay the fee payable and is also entitled to the Administrative Agent pursuant to Section 10.4(b) benefits of the Credit AgreementLoan Documents to the extent provided therein and any other agreement or instrument providing collateral for the Term Loans, whether now or hereafter in existence, and any filings, instruments, agreements and documents relating thereto and providing collateral for the Term Loans. THIS TERM NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

LOANS AND PAYMENTS. Date Amount and Type of Swingline Loan Payments of Principal Unpaid Principal Balance of Swingline Note Name of Person Amount and Payments of Balance of Making Date Type of Loan Principal Note Notation EXHIBIT C FORM OF ASSIGNMENT AND ACCEPTANCE [date to be supplied] Reference is made to the Senior Secured Revolving Credit Agreement dated as of March 28June 4, 2008 2007 (as amended and in effect on the date hereof, the “Credit Agreement”), among Xxxxxxx, Inc.Kxxxx Xxxxxxxx Energy Development Company, a Delaware Maryland corporation, the lenders from time to time parties party thereto and SunTrust Bank, as Administrative Agent for such lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The [name of assignor] (the “Assignor”) hereby sells and assigns, without recourse, to [name of assignee] (the “Assignee”), and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Revolving Commitment of the Assignor on the Assignment Date and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in the LC Exposure and the Swingline Exposure of the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date, [Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii)](1ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.18(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, and any documentation required to be delivered pursuant to Section 10.4 of the Credit Agreement, duly completed by the Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 10.4(b) of the Credit Agreement.

LOANS AND PAYMENTS. Date Amount and Type of Swingline Loan Payments of Principal Unpaid Principal Balance of Note Name of Person Making Notation EXHIBIT B SWINGLINE NOTE $25,000,000 New York, New York April 27, 2007 FOR VALUE RECEIVED, the undersigned, NORTHERN BORDER PIPELINE COMPANY, a Texas general partnership (the “Borrower”), hereby promises to pay to SUNTRUST BANK (the “Swingline Lender”) or its registered assigns, at the office of SunTrust Bank, (“SunTrust”) at 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000 on the Revolving Commitment Termination Date (as defined in the Amended and Restated Revolving Credit Agreement dated as of April 27, 2007 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among the Borrower, the lenders from time to time party thereto and SunTrust, as administrative agent for the lenders, the lesser of the principal sum of $25,000,000 and the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Lender to the Borrower pursuant to the Credit Agreement, in lawful money of the United States of America in immediately available funds, and to pay interest from the date hereof on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on such dates as provided in the Credit Agreement. In addition, should legal action or an attorney-at-law be utilized to collect any amount due hereunder, the Borrower further promises to pay all costs of collection, including the reasonable attorneys’ fees of the Swingline Lender. Upon the occurrence of an Event of Default, the Borrower promises to pay interest, on demand, at a rate or rates provided in the Credit Agreement. All borrowings evidenced by this Swingline Note and all payments and prepayments of the principal hereof and the date thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower to make the payments of principal and interest in accordance with the terms of this Swingline Note and the Credit Agreement. This Swingline Note is issued in connection with, and is entitled to the benefits of, the Credit Agreement which, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. THIS SWINGLINE NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. NORTHERN BORDER PIPELINE COMPANY By: TransCanada Northern Border Inc., its Operator By: ______________________________ Name: Title: By: ______________________________ Name: Title: LOANS AND PAYMENTS Date Amount and Type of Loan Payments of Principal Unpaid Principal Balance of Note Name of Person Making Notation EXHIBIT C FORM OF ASSIGNMENT AND ACCEPTANCE [date to be supplied] Reference is made to the Amended and Restated Revolving Credit Agreement dated as of March 28April 27, 2008 2007 (as amended and in effect on the date hereof, the “Credit Agreement”), among Xxxxxxx, Inc.NORTHERN BORDER PIPELINE COMPANY, a Delaware corporationTexas general partnership, the lenders Lenders from time to time parties thereto party hereto and SunTrust BankSUNTRUST BANK, as Administrative Agent for the Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such lenders. Terms defined terms in the Credit Agreement are used herein with Agreement. This Assignment and Acceptance (the same meanings. [name “Assignment and Acceptance”) is dated as of assignor] the Assignment Date set forth below and is entered into by and between the Assignor identified below (the “Assignor”) and the Assignee identified below (the “Assignee”). For an agreed consideration, the Assignor hereby sells and assigns, without recourse, to [name of assignee] (the “Assignee”)Assignee designated below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Revolving Commitment of the Assignor on the Assignment Date and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in the LC Exposure and the Swingline Exposure of the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date, [(i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii)](1) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.18(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, and any documentation required to be delivered pursuant to Section 10.4 of the Credit Agreement, duly completed by the Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 10.4(b) of the Credit Agreement.