78
9.14
Successor Agent
78
9.15
Agent's Fee
78
9.16
Availability of Funds
78
9.17
Calculations
79
9.18
Beneficiaries
79 10.
MISCELLANEOUS
79
10.1
Modifications, Amendments or Waivers
79
10.1.1
Increase of Commitment; Extension or Expiration Date
80
13
Page
10.1.2
Extension of Payment; Reduction of Principal Interest or Fees; Modifications of
Terms of Payment
80
10.1.3
Release of Collateral or Guarantor
80
10.1.4
Borrowing Base
80
10.1.5
Inventory and Accounts Advance Rates
80
10.1.6
Miscellaneous
80
10.2
No Implied Waivers; Cumulative Remedies; Writing Required
81
10.3
Reimbursement and Indemnification of Banks by the Borrowers; Taxes
81
10.4
Holidays
82
10.5
Funding by Branch, Subsidiary or Affiliate
82
10.5.1
Notional Funding
82
10.5.2
Actual Funding
82
10.6
Notices
83
10.7
Severability
83
10.8
Governing Law
83
10.9
Prior Understanding
84
10.10
Duration; Survival
84
10.11
Successors and Assigns
84
10.12
Confidentiality
85
10.12.1
General
85
10.12.2
Sharing Information With Affiliates of the Banks
85
10.13
Counterparts
86
10.14
Agent's or Bank's Consent
86
10.15
Exceptions
86
10.16
CONSENT TO FORUM; WAIVER OF JURY TRIAL
86
10.17
Certification from Banks and Participants
86
10.17.1
Tax Withholding Clause
86
10.18
Joinder of Guarantors
87
10.19
Judgment Currency
88
14
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID SCHEDULE 1.1(B)
-
COMMITMENTS OF
BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P)
-
PERMITTED LIENS
SCHEDULE 1.1(Q)(i)
-
QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(ii)
-
QUALIFIED INVENTORY SCHEDULE 5.1.1
-
QUALIFICATIONS TO DO BUSINESS
SCHEDULE 5.1.2
-
CAPITALIZATION SCHEDULE 5.1.3
-
SUBSIDIARIES
SCHEDULE 5.1.7
-
LITIGATION SCHEDULE 5.1.8
-
OWNED AND LEASED
REAL PROPERTY SCHEDULE 5.1.12
-
TAXES SCHEDULE 5.1.13
-
CONSENTS
AND APPROVALS SCHEDULE 5.1.15
-
PATENTS, TRADEMARKS, COPYRIGHTS,
LICENSES, ETC. SCHEDULE 5.1.17
-
INSURANCE POLICIES SCHEDULE 5.1.19
-
MATERIAL CONTRACTS SCHEDULE 5.1.21
-
EMPLOYEE BENEFIT PLAN
DISCLOSURES SCHEDULE 5.1.23
-
ENVIRONMENTAL DISCLOSURES SCHEDULE 7.2.1
-
PERMITTED INDEBTEDNESS SCHEDULE 7.2.4
-
EXISTING INVESTMENTS
EXHIBITS
EXHIBIT 1.1(A)(1)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)(1)
-
GUARANTOR JOINDER EXHIBIT 1.1(G)(2)
-
GUARANTY AGREEMENT EXHIBIT 1.1(Q)(ii)
-
WAREHOUSEMAN'S WAIVER EXHIBIT
1.1(R)
-
REVOLVING CREDIT NOTE EXHIBIT 1.1(W)
-
WIRE TRANSFER
AGREEMENT EXHIBIT 2.4.1
-
REVOLVING CREDIT LOAN REQUEST EXHIBIT 7.2.6
-
ACQUISITION NOTICE CERTIFICATE EXHIBIT 7.3.3
-
QUARTERLY
COMPLIANCE CERTIFICATE EXHIBIT 7.3.4
-
BORROWING BASE CERTIFICATE
15
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of July 12, 2002 and is
made by and among UNITED REFINING COMPANY, a Pennsylvania corporation ("United
Refining"), UNITED REFINING COMPANY OF PENNSYLVANIA, a Pennsylvania corporation
("United Refining PA"), KIANTONE PIPELINE CORPORATION, a New York corporation
("Kiantone"), COUNTRY FAIR, INC., a Pennsylvania corporation ("Country Fair")
and hereinafter together with Kiantone, United Refining and United Refining PA
sometimes collectively referred to as the "Borrowers" and individually as a
"Borrower"), the BANKS (as hereinafter defined), and PNC BANK, NATIONAL
ASSOCIATION, in its capacity as agent for the Banks under this Agreement
(hereinafter referred to in such capacity as the "Agent").
WITNESSETH:
WHEREAS, the Borrowers have requested the Banks to provide a revolving credit