129
15.7.
Information 129 15.8.
Taxes 130 15.9.
Severability 130
15.10.
Contribution 130 15.11.
Lending Installations 131 15.12.
Liability
Cumulative 131 15.14.
Keepwell 131
v
ARTICLE XVI CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL 132
16.1.
CHOICE OF LAW 132 16.2.
CONSENT TO JURISDICTION 132 16.3.
WAIVER OF
JURY TRIAL 132
ARTICLE XVII THE BORROWER REPRESENTATIVE 132
17.1.
Appointment; Nature of Relationship 132 17.2.
Powers 133
17.3.
Employment of Agents 133 17.4.
Notices 133 17.5.
Successor Borrower
Representative 133 17.6.
Execution of Loan Documents; Borrowing Base
Certificate 133 17.7.
Reporting 133
ARTICLE XVIII 134
Effect of
Amendment and Restatement of Existing Credit Agreement 134
EXHIBITS:
EXHIBIT A FORM OF BORROWING NOTICE
EXHIBIT B FORM OF CONVERSION/CONTINUATION NOTICE
EXHIBIT C NOTE
EXHIBIT D FORM OF OPINION
EXHIBIT E COMPLIANCE CERTIFICATE
EXHIBIT F JOINDER AGREEMENT
EXHIBIT G ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT H BORROWING BASE CERTIFICATE
SCHEDULES:
SCHEDULE I COMMITMENTS
SCHEDULE 1.1 ELIGIBLE CARRIERS
SCHEDULE 5.8 LITIGATION AND CONTINGENT OBLIGATIONS
SCHEDULE 5.9 CAPITALIZATION AND SUBSIDIARIES
SCHEDULE 5.12 NAMES; PRIOR TRANSACTIONS
SCHEDULE 5.14 MATERIAL AGREEMENTS
SCHEDULE 5.16 OWNERSHIP OF PROPERTIES
SCHEDULE 5.18 ENVIRONMENTAL MATTERS
SCHEDULE 5.21 INDEBTEDNESS
SCHEDULE 5.22 AFFILIATE TRANSACTIONS
SCHEDULE 5.23 REAL PROPERTY; LEASES
SCHEDULE 5.24 INTELLECTUAL PROPERTY RIGHTS
SCHEDULE 5.25 INSURANCE
vi
SCHEDULE 5.31 LABOR MATTERS
SCHEDULE 5.32 FIXED PRICE SUPPLY CONTRACTS
SCHEDULE 6.20 OTHER INVESTMENTS
SCHEDULE 6.21 LIENS
vii
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
This Third Amended and Restated Credit Agreement, dated as of July 30, 2015, is
among Petroleum Heat and Power Co., Inc., a Minnesota corporation ("Petro" or
the "Borrower"), the other Loan Parties, the Lenders from time to time party
hereto, JPMorgan Chase Bank, N.A., a national banking association, as an LC
Issuer and as the Agent, Bank of America, N.A., as co-syndication agent and as
an LC Issuer ("Bank of America"), Citizens Bank, N.A., as co-syndication agent
(together with Bank of America, the "Co-Syndication Agents") and KeyBank
National Association, Regions Banks and TD Bank, N.A., as co-documentation
agents (each, a "Co-Documentation Agent" and collectively, the "Co-Documentation
Agents").
RECITALS
WHEREAS, pursuant to that certain Second Amended and Restated Credit Agreement,
dated as of January 14, 2014 (as amended prior to the date hereof, the "Existing
Credit Agreement"), among Petro, the lenders party thereto (the "Existing
Lenders"), the other Loan Parties, JPMorgan Chase Bank, N.A., a national banking
association, as an issuer of certain letters of credit and as the administrative
agent, Bank of America, N.A. as an issuer of certain letters of credit and
co-syndication agent, RBS Citizens, N.A., as co-syndication agent and Key Bank
National Association, Regions Bank, Wells Fargo Capital Finance, LLC and BMO
Harris Bank as co-documentation agents, the Existing Lenders made available to
the Borrower loans and other extensions of credit in an aggregate amount not to
exceed $450,000,000;
WHEREAS, the Borrower has requested that the Existing Credit Agreement be
amended and restated in order to provide for, among other things, (i) an
additional 5-year term loan facility in an aggregate amount not to exceed
$100,000,000, which extensions