of Acceleration
125
15.7.
Information
125
15.8.
Taxes
125
15.9.
Severability
126
15.10.
Contribution
126
15.11.
Lending Installations
127
15.12.
Liability Cumulative
127
ARTICLE XVI CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
127
16.1.
CHOICE OF LAW
127
16.2.
CONSENT TO JURISDICTION
127
16.3.
WAIVER OF JURY TRIAL
128
v
ARTICLE XVII THE BORROWER REPRESENTATIVE
128
17.1.
Appointment; Nature of Relationship
128
17.2.
Powers
128
17.3.
Employment of Agents
128
17.4.
Notices
129
17.5.
Successor Borrower Representative
129
17.6.
Execution of Loan Documents; Borrowing Base Certificate
129
17.7.
Reporting
129
ARTICLE XVIII
129
Effect of Amendment and Restatement of Existing Credit Agreement
129
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 1.1A
EXISTING LETTERS OF
CREDIT SCHEDULE 1.1B
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 SCHEDULE 5.31
LABOR MATTERS SCHEDULE 5.32
FIXED PRICE
SUPPLY CONTRACTS SCHEDULE 6.20
OTHER INVESTMENTS SCHEDULE 6.21
LIENS
vi
AMENDED AND RESTATED CREDIT AGREEMENT
This Amended and Restated Credit Agreement, dated as of June 3, 2011, 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 syndication agent and as an LC Issuer
(the "Syndication Agent"), RBS Citizens, N.A., as documentation agent (the
"Documentation Agent") and Key Bank National Association, PNC Bank, N.A.,
Regions Bank, TD Bank, N.A. and Wells Fargo Capital Finance, as senior managing
agents (each, a "Senior Managing Agent").
RECITALS
WHEREAS, pursuant to that certain Amended and Restated Credit Agreement, dated
as of July 2, 2009 (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 syndication agent and an issuer of certain
letters of credit, RBS Citizens, N.A., as documentation agent, and Société
Générale and PNC Bank, National Association, as senior managing agents, the
Existing Lenders made available to the Borrower loans and other extensions of
credit in an aggregate amount not to exceed $290,000,000;
WHEREAS, the Borrower has requested that the Existing Credit Agreement be
amended and restated in order to provide for extensions of credit in an
aggregate amount not to exceed $300,000,000 (subject to the Borrower's right
pursuant to Section 2.16 hereof to request an