133
13.1. Notices; Effectiveness; Electronic Communications 133
13.2.
Change of Address, Etc. 135
ARTICLE XIV COUNTERPARTS 135
ARTICLE XV
GUARANTY 135
15.1. Guaranty 135
15.2. Guaranty of Payment 135
15.3. No
Discharge or Diminishment of Guaranty 135
15.4. Defenses Waived 137
15.5.
Rights of Subrogation 137
15.6. Reinstatement; Stay of Acceleration 137
15.7. Information 138
15.8. Taxes 138
15.9. Severability 138
15.10.
Contribution 138
15.11. Lending Installations 139
15.12. Liability
Cumulative 139
15.13. Discharge of Guaranty Upon Certain Events 139
15.14.
Keepwell 139
vi
ARTICLE XVI CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL 140
16.1. CHOICE OF LAW 140
16.2. CONSENT TO JURISDICTION 140
16.3. WAIVER OF
JURY TRIAL 140
ARTICLE XVII THE BORROWER REPRESENTATIVE 141
17.1.
Appointment; Nature of Relationship 141
17.2. Powers 141
17.3. Employment of
Agents 141
17.4. Notices 141
17.5. Successor Borrower Representative 141
17.6. Execution of Loan Documents; Borrowing Base Certificate 141
17.7.
Reporting 142
ARTICLE XVIII Effect of Amendment and Restatement of
Existing Credit AGREEMENT 142
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
vii
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
viii
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
This Fourth Amended and Restated Credit Agreement, dated as of July 2, 2018, 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 Bank, TD Bank, N.A. and BMO Harris Bank, N.A., as
co-documentation agents (each, a "Co-Documentation Agent" and collectively, the
"Co-Documentation Agents").
RECITALS
WHEREAS, pursuant to that certain Third Amended and Restated Credit Agreement,
dated as of July 30, 2015 (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, Citizens Bank, N.A., as co-syndication agent and KeyBank
National Association, Regions Bank and TD Bank, N.A. as co-documentation agents,
the Existing Lenders made available