other contingent
liabilities to which Borrower may be subject.
10.
Other.
Receipt by Agent of such other documents, instruments,
agreements or information as reasonably requested by Agent, including, but not
limited to, information regarding litigation, tax, accounting, labor, insurance,
pension liabilities (actual or contingent), real estate leases, material
contracts, debt agreements, property ownership and contingent liabilities of
Borrower.
The documents referred to in this Schedule A shall be delivered to Agent no
later than the date of the Amended and Restated Loan and Security Agreement and
shall be satisfactory in form and substance to Agent.
The certificates and
opinions referred to in this Schedule A shall be dated the date of the Amended
and Restated Loan and Security Agreement.
3
SCHEDULE C
Form of Borrowing Base Certificate
See Attached.
SCHEDULE D
Form of Assignment and Acceptance Agreement
See Attached.
Schedule 1.1
Existing Loan Documents
1.
Amended and Restated Loan and Security Agreement dated June 27,
2002 (as amended)
2.
Amended and Restated Working Capital Line Note dated June 27,
2002
3.
Amended and Restated Cap Ex Note dated June 27, 2002 (as amended)
4.
Term-Out Note I dated December 31, 2002
5.
Explanation and Waiver of Rights Regarding Confession of Judgment
dated June 27, 2002
6.
Explanation and Waiver of Rights Regarding Confession of Judgment
dated December 24, 2002;
7.
Security Agreement Assignment of Hedging Agreement (Solomon Smith
Barney Inc.) dated June 27, 2002
8.
Security Agreement Assignment of Hedging Agreement (Carr Futures
Inc.) dated June 27, 2002
9.
Collateral Assignment of Rights (Fixed Price Contracts) dated
June 27, 2002
10.
Intellectual Property Security Agreement dated June 27, 2002
11.
Mortgage Note dated June 26, 1996 (as amended)
12.
Mortgage Note dated July 17, 1996 (as amended)
Schedule 2.6(g-1)
Form of Working Capital Line Notes
See Attached.
Schedule 2.6(g-2)
Form of Cap Ex Notes and Allonges
See Attached.
FIRST AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the
"Amendment") is made effective as of the 10th day of January, 2005, by and among
FARM & HOME OIL COMPANY ("Borrower") and UNIVEST NATIONAL BANK AND TRUST CO., as
Agent ("Agent").
BACKGROUND
A.
BORROWER, AGENT AND THE LENDERS NAMED THEREIN ARE PARTIES TO THAT
CERTAIN AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT DATED AS OF
DECEMBER 16, 2004 (AS THE SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR
RESTATED FROM TIME TO TIME, THE "LOAN AGREEMENT").
B.
BORROWER, AGENT AND LENDERS DESIRE TO AMEND THE LOAN AGREEMENT AS
SET FORTH HEREIN.
C.
CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE
THE MEANINGS PROVIDED FOR SUCH TERMS IN THE LOAN AGREEMENT.
NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree
as follows:
1.
Cap Ex Line Extension.
The reference to "October 31, 2006" in
Section 2.2(a) of the Loan Agreement is hereby deleted in its entirety and
replaced with "November 30, 2005".
2.
Further Agreements and Representations.
Borrower does hereby:
(A)