LENDER'S EXPENSES IN CONNECTION WITH THE REVIEW, PREPARATION,
NEGOTIATION, DOCUMENTATION AND CLOSING OF THIS AMENDMENT AND THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREUNDER, INCLUDING WITHOUT LIMITATION, FEES,
REASONABLE ATTORNEY'S FEES, DISBURSEMENTS, EXPENSES AND DISBURSEMENTS OF COUNSEL
RETAINED BY AGENT AND ALL FEES RELATED TO TITLE INSURANCE, FILINGS, RECORDING OF
DOCUMENTS AND SEARCHES, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREUNDER
ARE CONSUMMATED.
15.
INCONSISTENCIES.
TO THE EXTENT OF ANY INCONSISTENCY BETWEEN THE
TERMS, CONDITIONS AND PROVISIONS OF THIS AMENDMENT AND THE TERMS, CONDITIONS AND
PROVISIONS OF THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS, THE TERMS,
CONDITIONS AND PROVISIONS OF THIS AMENDMENT SHALL PREVAIL.
ALL TERMS, CONDITIONS AND PROVISIONS OF THE LOAN AGREEMENT AND THE OTHER LOAN
DOCUMENTS NOT INCONSISTENT HEREWITH SHALL REMAIN IN FULL FORCE AND EFFECT AND
ARE HEREBY RATIFIED AND CONFIRMED BY BORROWER.
16.
CONSTRUCTION.
ALL REFERENCES TO THE LOAN AGREEMENT THEREIN OR IN
ANY OTHER LOAN DOCUMENTS SHALL BE DEEMED TO BE A REFERENCE TO THE LOAN AGREEMENT
AS AMENDED HEREBY.
17.
NO WAIVER.
EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 1 HEREOF,
NOTHING CONTAINED HEREIN AND NO ACTIONS TAKEN PURSUANT TO THE TERMS HEREOF ARE
INTENDED TO NOR SHALL THEY CONSTITUTE A WAIVER BY AGENT OR ANY LENDER OF ANY
RIGHTS OR REMEDIES AVAILABLE TO AGENT OR ANY LENDER AT LAW OR IN EQUITY OR AS
PROVIDED IN THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS.
18.
BINDING EFFECT.
THIS AMENDMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
19.
SEVERABILITY.
THE PROVISIONS OF THIS AMENDMENT AND ALL OTHER LOAN
DOCUMENTS ARE DEEMED TO BE SEVERABLE, AND THE INVALIDITY OR UNENFORCEABILITY OF
ANY PROVISION SHALL NOT AFFECT OR IMPAIR THE REMAINING PROVISIONS WHICH SHALL
CONTINUE IN FULL FORCE AND EFFECT.
20.
MODIFICATIONS.
NO MODIFICATION OF THIS AMENDMENT OR ANY OF THE
LOAN DOCUMENTS SHALL BE BINDING OR ENFORCEABLE UNLESS IN WRITING AND SIGNED BY
OR ON BEHALF OF THE PARTY AGAINST WHOM ENFORCEMENT IS SOUGHT.
21.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD
TO CONFLICT OF LAW PRINCIPLES.
22.
HEADINGS.
THE HEADINGS OF THE SECTIONS OF THIS AMENDMENT ARE
INSERTED FOR CONVENIENCE ONLY AND SHALL NOT BE DEEMED TO CONSTITUTE A PART OF
THIS AMENDMENT.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as
of the date first above written.
FARM & HOME OIL COMPANY
By:
/s/ James M. Boyd
James M. Boyd, Chief Financial Officer
UNIVEST NATIONAL BANK AND
TRUST CO., as Agent and a Lender
By:
/s/ Philip C. Jackson
Name/Title:
Philip C. Jackson
Market President
WACHOVIA BANK, NATIONAL
ASSOCIATION, as a Lender
By:
/s/ Harry Ellis
Name/Title:
Senior Vice President
FULTON BANK, as a Lender
By:
/s/ Christopher M. Markley
Name/Title:
Christopher M. Markley, VP
CITIZENS BANK OF PENNSYLVANIA,
as a Lender
By:
/s/ Daniel J. Astolf
Name/Title:
Daniel J. Astolf, SVP
SIXTH AMENDMENT TO