OF LAW
103
16.2.
CONSENT TO JURISDICTION
103
16.3.
WAIVER OF JURY TRIAL
103
iv
ARTICLE XVII THE BORROWER REPRESENTATIVE
103
17.1.
Appointment; Nature of Relationship
103
17.2.
Powers
104
17.3.
Employment of Agents
104
17.4.
Notices
104
17.5.
Successor Borrower Representative
104
17.6.
Execution of Loan Documents; Borrowing Base Certificate
104
17.7.
Reporting
104
v
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 EXHIBIT I
FORM OF OFFICER'S
CERTIFICATE OF BORROWER EXHIBIT J
FORM OF ACKNOWLEDGMENT OF THE TRUSTEE
SCHEDULES:
SCHEDULE I
COMMITMENTS SCHEDULE 1.1A
EXISTING LETTERS OF CREDIT SCHEDULE
1.1B
ELIGIBLE CARRIERS SCHEDULE 4.1(j)
DEBT INSTRUMENTS TO BE REFINANCED
SCHEDULE 4.1(m)
PERMITTED 2004 AUDIT QUALIFICATION 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 5.22
INDEBTEDNESS SCHEDULE 5.23
AFFILIATE TRANSACTIONS SCHEDULE
5.24
REAL PROPERTY; LEASES SCHEDULE 5.25
INTELLECTUAL PROPERTY RIGHTS
SCHEDULE 5.26
INSURANCE SCHEDULE 5.32
LABOR MATTERS SCHEDULE 5.33
FIXED
PRICE SUPPLY CONTRACTS SCHEDULE 6.20
OTHER INVESTMENTS SCHEDULE 6.21
LIENS
vi
CREDIT AGREEMENT
This Credit Agreement, dated as of December 17, 2004, 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. and Wachovia Bank, National Association, as co-syndication
agents (each, a "Syndication Agent"), and Citizens Bank of Massachusetts and
General Electric Capital Corporation as co-documentation agents (each, a
"Documentation Agent").
RECITALS
WHEREAS, the Borrower has requested that the Lenders make available to the
Borrower loans and other extensions of credit in an aggregate amount not to
exceed $260,000,000, which extensions of credit will be used by the Borrower for
the purposes set forth in Section 6.2;
WHEREAS, the Guarantors have agreed to guarantee all of the Obligations of the
Borrower under the Loan Documents to the Agent and the Lenders as set forth in
the Guaranty; and
WHEREAS, the Borrower and the other Loan Parties have agreed to secure all of
their Obligations under the Loan Documents by granting to the Agent, on behalf
of the Lenders, a security interest in and lien upon the Collateral as set forth
in the Collateral Documents;
NOW THEREFORE, in consideration of these premises and the terms and conditions
set forth in this Agreement, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE I
DEFINITIONS
As used in this Agreement:
"Account" shall have the meaning given to such term in the Security Agreement.
"Account Debtor" means any Person obligated on an Account.
"Acquisition" means any transaction, or any series of related transactions,
consummated after the