Cap
Ex Share
Macungie
Term
Loan
Pottstown
Term
Loan
WC
Term
Loan
Univest
National Bank and Trust Co.
.0777778
%
$
7,000,000.00
70
%
$
3,500,000.00
50
%
50
%
20
%
Wachovia
Bank, National Association
.4666667
%
$
42,000,000.00
30
%
$
1,500,000.00
50
%
50
%
80
%
Fulton Bank
.2333333
%
$
21,000,000.00
N/A
N/A
N/A
N/A
N/A
Citizens Bank
of Pennsylvania
.2222222
%
$
20,000,000.00
N/A
N/A
N/A
N/A
N/A
FOURTH AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the
"Amendment") is made effective as of the 7th day of December, 2005, by and among
FARM & HOME OIL COMPANY ("Borrower"), UNIVEST NATIONAL BANK AND TRUST CO., as
Agent ("Agent") and UNIVEST NATIONAL BANK AND TRUST CO., as Lender, WACHOVIA
BANK, NATIONAL ASSOCIATION, as Lender, FULTON BANK, as Lender and CITIZENS BANK
OF PENNSYLVANIA, as a Lender (collectively, the "Lenders" and each a "Lender").
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 AMENDED BY THAT CERTAIN FIRST AMENDMENT TO AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT DATED JANUARY 10, 2005, THAT CERTAIN SECOND
AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT DATED JULY 13,
2005, THAT CERTAIN THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT DATED AUGUST 19, 2005 AND AS THE SAME MAY BE FURTHER 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 Termination.
The Cap Ex Line is hereby terminated as
of the date hereof and the proceeds of the Cap Ex Line are no longer be
available to Borrower.
Terms and provisions set forth in the Loan Agreement and
the other Loan Documents which are applicable to the Cap Ex Line shall have no
further force or effect.
2.
Term Loan.
(A)
TERM LOAN.
CONTEMPORANEOUSLY WITH THE EXECUTION HEREOF AND THE
SATISFACTION OF ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN, THE
OBLIGATIONS OF BORROWER TO LENDERS OUTSTANDING UNDER THE CAP EX LINE, THE
MACUNGIE TERM LOAN, THE POTTSTOWN TERM LOAN AND THE WC TERM LOAN AND A PORTION
OF THE OUTSTANDING PRINCIPAL BALANCE OF THE WORKING CAPITAL LINE IN AN AMOUNT
EQUAL TO FIFTEEN MILLION THREE HUNDRED FIFTY THOUSAND FOUR HUNDRED SEVENTY-NINE
AND 12/100 DOLLARS ($15,350,479.12) SHALL BE RECAST AS A TERM LOAN FROM LENDERS
TO BORROWER, SUBJECT TO THE TERMS AND CONDITIONS OF THE LOAN AGREEMENT, IN AN
ORIGINAL PRINCIPAL AMOUNT OF TWENTY MILLION DOLLARS ($20,000,000.00) (THE "TERM
LOAN").
BORROWER'S OBLIGATION TO REPAY THE TERM LOAN SHALL BE EVIDENCED BY
BORROWER'S PROMISSORY NOTE TO EACH LENDER