EX-10.15



 





Exhibit 10.15




THIRD AMENDMENT




          THIRD AMENDMENT, dated as of December 3, 2007 (this “Amendment”), to the Credit
Agreement, dated as of September 18, 2006 (as amended from time to time prior to the date hereof,
the “Credit Agreement”), among SPI PETROLEUM LLC, a Delaware limited liability company
(“Holdings”), MAXUM PETROLEUM, INC. (f/k/a Global Petroleum, Inc.), a Delaware corporation
(the “Borrower”), the several banks and other financial institutions or entities from time
to time parties to the Credit Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A., as
administrative agent (in such capacity, the “Administrative Agent”), and PNC BANK, NATIONAL
ASSOCIATION, as documentation agent (in such capacity, the “Documentation Agent”) and as
syndication agent (in such capacity, the “Syndication Agent”).




WITNESSETH:




          WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made,
certain Loans to the Borrower;




          WHEREAS, the Borrower has requested certain amendments to the Credit Agreement as more fully
set forth herein; and




          WHEREAS, the Lenders are willing to agree to such amendments on the terms and subject to the
conditions contained in this Amendment.




          NOW, THEREFORE, the parties hereto hereby agree to amend the Credit Agreement as follows:




          SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit Agreement.




          SECTION 2. Amendments to Section 1.1. (a) Section 1.1 of the Credit Agreement is
hereby amended by deleting therefrom the definitions of “Applicable Margin” and “Professional
Services Agreement” in their entirety and inserting the following new definitions therefor in
appropriate alphabetical order:




          “”Applicable Margin”: shall be equal to (i) 5.0% in the case of ABR Loans and (ii)
6.0% in the case of Eurodollar Loans.




          The Applicable Margin for an Incremental Term Loan Facility shall be as specified in the
applicable Incremental Term Loan Assumption Agreement.”





““Professional Services Agreement”: the Professional Services Agreement, dated as of
September 18, 2006, as amended by that certain letter dated April 27, 2007, and that certain letter
dated on or about November 30, 2007, between NCA II Management, LLC, Waud Capital Partners, L.L.C.,
RBCP Energy Fund Investments, LP, the Borrower, Simons Petroleum, Inc. and Holdings, as the same
may be further amended, modified or supplemented in accordance with the terms of this Agreement.”









 



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          (b) Section 1.1 of the Credit Agreement is hereby further amended by inserting the following
new definitions in appropriate alphabetical order:





““IPO Transaction”: the initial public offering of the Capital Stock of
Maxum Petroleum Holdings, Inc., a Delaware corporation, as successor in interest to
Holdings.”




““IPO Transaction Steps”: within five (5) Business Days of the IPO
Transaction, the following transactions (in order of occurrence): (i) the Borrower
will be renamed “Maxum Petroleum Finance Corp.”, (ii) the merger of Maxum Merger
Sub., Inc., a Delaware corporation and wholly-owned subsidiary of Maxum Petroleum
Holdings, Inc., with and into the Borrower, with the Borrower as the surviving
entity and the merger consideration being the issuance of the Capital Stock of Maxum
Petroleum Holdings, Inc. to Holdings, (iii) the merger of Holdings with and into
Maxum Petroleum Holdings, Inc. with Maxum Petroleum Holdings, Inc. as the surviving
entity and the merger consideration being the issuance of the Capital Stock of Maxum
Petroleum Holdings, Inc. to the members of SPI Petroleum LLC immediately prior to
such merger, and (iv) at such time, Maxum Petroleum Holdings, Inc. shall become
“Holdings” as defined in this Agreement and the other Loan Documents.”




““Third Amendment Effective Date”: the date on which the conditions
precedent set forth in Section 8 of the Third Amendment to this Agreement shall have
been satisfied, which date is December 3, 2007.”



          SECTION 3. Amendments to Section 2.5. Section 2.5 of the Credit Agreement is hereby
amended by adding the following subsection (e):




               “(e) an amount (i) equal to 50% of the Net Cash Proceeds from the IPO Transaction and (ii)
equal to 50% of the Net Cash Proceeds from the sale of any equity securities to a third party in
excess of $20,000,000, shall be applied toward the prepayment of the Loans as set forth in Section
2.5(d); provided that any amounts invested by the Sponsors and/or the employees of any Loan
Party, in each case directly or indirectly in the equity of the Borrower shall be excluded from
prepayment under this Section 2.5(e).”



          SECTION 4. Amendments to Section 6.2. Section 6.2 of the Credit Agreement is hereby
amended by (i) deleting the amount “$305,000,000” in clause (f) and inserting in lieu thereof the
amount “$355,000,000” and (ii) deleting the amount “$1,500,000” in clause (m) and inserting in lieu
thereof the amount of “$5,000,000”.




          SECTION 5. Amendment to Section 6.4. Section 6.4 of the Credit Agreement is hereby
amended by adding the following as clause (d) thereof:





     “(d) during the five (5) Business Days prior to the IPO Transaction, Holdings
and the Borrower may consummate the mergers, consolidations and dissolutions
described in the IPO Transaction Steps.”









 



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          SECTION 6. Amendment to Section 6.9. Section 6.9 of the Credit Agreement is hereby
amended by adding the following as the last parenthetical at the end of such Section:





“(plus the fees payable under the Professional Services Agreement (i) to the
Sponsors with respect to each Permitted Acquisition or permitted Disposition in an
aggregate amount not to exceed three percent (3.0%) of the aggregate consideration
paid or received by the Borrower or any of its Wholly Owned Subsidiaries for such
Permitted Acquisition or permitted Disposition, as applicable, and (ii) to Waud
Capital Partners for professional advisory services in connection with the sale of
all or substantially all of the Capital Stock or assets of the Borrower and its
Subsidiaries equal to an aggregate amount of 0.30% of the enterprise value of the
Borrower and its Subsidiaries realized in any such sale).”



          SECTION 7. Consent under Section 5.5 of the Guarantee and Collateral Agreement.
Notwithstanding anything to the contrary contained in Section 5.5 of the Guarantee and Collateral
Agreement, the Borrower may change its legal name as described in the definition of IPO Transaction
Steps.




          SECTION 8. Conditions to Effectiveness. This Amendment shall become effective upon
the date (the “Effective Date”) on which the last of the following conditions precedent
becomes satisfied:




          (a) the Borrower, the Subsidiary Guarantors and the Administrative Agent shall have each
executed and delivered this Amendment;




          (b) the Administrative Agent shall have received executed letters with respect to this
Amendment substantially in the form attached hereto as Exhibit A (a “Lender Consent
Letter”) from Lenders constituting the Required Lenders; and




          (c) the Administrative Agent shall have received a fee from the Borrower in the amount of
one-half of one percent (0.50%) of the Term Loans of each Lender which consents to the terms of
this Amendment prior to 5:00 p.m. on November 30, 2007 (as such date may be extended by the
Borrower and the Administrative Agent).



The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such
notice shall be conclusive and binding.




          SECTION 9. Representations and Warranties.




          (a) In order to induce the Administrative Agent and the Lenders to enter into this Amendment,
each of Holdings and the Borrower hereby represents and warrants to the Administrative Agent and
the Lenders that, after giving effect to this Amendment, (i) the representations and warranties of
each of Holdings and the Borrower made in the Credit Agreement are true and correct in all material
respects on and as of the Effective Date (after giving effect hereto) as if made on and as of the
Effective Date (except where such representations and warranties expressly relate to an earlier
date in which case such representations and warranties were true and correct in all material
respects as of such earlier










 



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date) and (ii) no Default has occurred and is continuing; provided that all references to the
“Agreement” in the Credit Agreement and all references to the “Credit Agreement” in any other Loan
Document shall be and are deemed to mean the Credit Agreement as amended by this Amendment.




          (b) Each of Holdings, the Borrower and each Subsidiary Guarantor hereby represents and
warrants that: as of the date hereof it has all necessary corporate power and authority to execute
and deliver the Amendment; the execution and delivery by each of Holdings, the Borrower and each
Subsidiary Guarantor of the Amendment have been duly authorized by all necessary corporate action
on its part; and the Amendment has been duly executed and delivered by each of Holdings, the
Borrower and each Subsidiary Guarantor and constitutes its legal, valid and binding obligation,
enforceable in accordance with its terms.




          SECTION 10. Continuing Effect of the Credit Agreement. This Amendment shall not
constitute an amendment or waiver of or consent to any provision of the Credit Agreement not
expressly referred to herein and shall not be construed as an amendment, waiver or consent to any
action on the part of each of Holdings, the Borrower and each Subsidiary Guarantor that would
require an amendment, waiver or consent of the Administrative Agent or the Lenders except as
expressly stated herein. Except as expressly amended hereby, the provisions of the Credit
Agreement, as amended by this Amendment, are and shall remain in full force and effect in
accordance with its terms. All references to the “Agreement” in the Credit Agreement and all
references to the “Credit Agreement” in any other Loan Document shall be and are deemed to mean the
Credit Agreement as amended by this Amendment.




          SECTION 11. Consent of Subsidiary Guarantors. Each of the Subsidiary Guarantors
hereby (a) consents to the modifications to the Credit Agreement contemplated hereby and (b)
acknowledges and agrees that the Guarantees contained in the Guarantee and Collateral Agreement
are, and shall remain, in full force and effect after giving effect to this Amendment.




          SECTION 12. Counterparts. This Amendment may be executed by one or more of the parties
to this Amendment on any number of separate counterparts (including by facsimile), and all of said
counterparts taken together shall be deemed to constitute one and the same instrument.




          SECTION 13. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.




[The remainder of this page is intentionally left blank.]












 



 




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




	 	 	 	 	 
	 	SPI PETROLEUM LLC

 	 
	 	By:  	/s/ Michel Salbaing
 	 
	 	 	Name:  	Michel Salbaing 	 
	 	 	Title:  	Treasurer 	 
	 
	 	MAXUM PETROLEUM, INC.

 	 
	 	By:  	/s/ Michel Salbaing
 	 
	 	 	Name:  	Michel Salbaing  	 
	 	 	Title:  	Treasurer 	 
	 
	 	SIMONS PETROLEUM, INC.

 	 
	 	By:  	/s/ Michel Salbaing
 	 
	 	 	Name:  	Michel Salbaing 	 
	 	 	Title:  	Treasurer 	 
	 
	 	SPI ACQUISITION LLC

 	 
	 	By:  	/s/ Michel Salbaing
 	 
	 	 	Name:  	Michel Salbaing 	 
	 	 	Title:  	Treasurer 	 
	 
	 	ETI ACQUISITION LLC

 	 
	 	By:  	/s/ Michel Salbaing
 	 
	 	 	Name:  	Michel Salbaing 	 
	 	 	Title:  	Treasurer 	 
	 
	 	HARTNEY FUEL OIL CO.

 	 
	 	By:  	/s/ Michel Salbaing
 	 
	 	 	Name:  	Michel Salbaing 	 
	 	 	Title:  	Treasurer 	 
	 
	 	HARTNEY BROTHERS, INC.

 	 
	 	By:  	/s/ Michel Salbaing
 	 
	 	 	Name:  	Michel Salbaing  	 
	 	 	Title:  	Treasurer 	 









 



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	 	PETROLEUM SUPPLY COMPANY, INC.

 	 
	 	By:  	/s/ Michel Salbaing
 	 
	 	 	Name:  	Michel Salbaing 	 
	 	 	Title:  	Treasurer 	 
	 
	 	CANYON STATE OIL COMPANY, INC.

 	 
	 	By:  	/s/ Michel Salbaing
 	 
	 	 	Name:  	Michel Salbaing 	 
	 	 	Title:  	Treasurer 	 
	 
	 	PECOS, INC.

 	 
	 	By:  	/s/ Michel Salbaing
 	 
	 	 	Name:  	Michel Salbaing 	 
	 	 	Title:  	Treasurer 	 
	 
	 	GENERAL PETROLEUM CORPORATION

 	 
	 	By:  	/s/ Michel Salbaing
 	 
	 	 	Name:  	Michel Salbaing 	 
	 	 	Title:  	Treasurer 	 
	 
	 	RAINIER PETROLEUM CORPORATION

 	 
	 	By:  	/s/ Michel Salbaing
 	 
	 	 	Name:  	Michel Salbaing 	 
	 	 	Title:  	Treasurer 	 
	 
	 	SEDRO-WOOLLEY HOLDINGS CORPORATION

 	 
	 	By:  	/s/ Michel Salbaing
 	 
	 	 	Name:  	Michel Salbaing 	 
	 	 	Title:  	Treasurer 	 
	 
	 	G.P. ATLANTIC, INC.

 	 
	 	By:  	/s/ Michel Salbaing
 	 
	 	 	Name:  	Michel Salbaing 	 
	 	 	Title:  	Treasurer 	 










 



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	 	PETROLEUM PRODUCTS, INC.

 	 
	 	By:  	/s/ Michel Salbaing
 	 
	 	 	Name:  	Michel Salbaing 	 
	 	 	Title:  	Treasurer 	 
	 
	 	PETROLEUM TRANSPORT, INC.

 	 
	 	By:  	/s/ Michel Salbaing
 	 
	 	 	Name:  	Michel Salbaing 	 
	 	 	Title:  	Treasurer 	 
	 
	 	PETROLEUM FUELING, INC.

 	 
	 	By:  	/s/ Michel Salbaing
 	 
	 	 	Name:  	Michel Salbaing 	 
	 	 	Title:  	Treasurer 	 
	 
	 	PAULSON OIL COMPANY

 	 
	 	By:  	/s/ Michel Salbaing
 	 
	 	 	Name:  	Michel Salbaing 	 
	 	 	Title:  	Treasurer 	 










 



 

	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/ David Howard
 	 
	 	 	Name:  	David Howard 	 
	 	 	Title:  	Senior Vice President 	 










 



 

	 	 	 	 	 




EXHIBIT A




LENDER CONSENT LETTER

MAXUM PETROLEUM, INC. CREDIT AGREEMENT

DATED AS OF SEPTEMBER 18, 2006





			
	To:	 	 JPMorgan Chase Bank, N.A., as Administrative Agent

under the Credit Agreement referred to below





Ladies and Gentlemen:




          Reference is made to the Credit Agreement, dated as of September 18, 2006 (as amended from
time to time prior to the date hereof, the “Credit Agreement”), among SPI PETROLEUM LLC, a
Delaware limited liability company (“Holdings”), MAXUM PETROLEUM, INC. (f/k/a Global
Petroleum, Inc.), a Delaware corporation (the “Borrower”), the several banks and other
financial institutions or entities from time to time parties to the Credit Agreement (the
“Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the
“Administrative Agent”), and PNC Bank, National Association, as documentation agent (in
such capacity, the “Documentation Agent”) and as syndication agent (in such capacity, the
“Syndication Agent”).




          The Borrower has requested certain amendments to the Credit Agreement on the terms and
conditions described in the Third Amendment to the Credit Agreement to which this Lender Consent
Letter is attached as Exhibit A (the “Third Amendment”).




          The undersigned Lender hereby consents to the Third Amendment, and hereby consents to the
Administrative Agent entering into the Third Amendment pursuant to Section 9.1 of the Credit
Agreement.




	 	 	 	 	 
	 	Very truly yours,

 	 
	 	 	 
	 	(NAME OF LENDER) 	 
	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title 	 
	 



Dated as of ______________, 2007