of Intercreditor Agreement; etc.
153
13.20
Post-Closing Actions
154
13.21
Interest Rate Limitation
155
13.22
Keepwell
155
SECTION 14
NATURE OF BORROWER OBLIGATIONS.
14.01
Nature of Borrower Obligations
155
14.02
Independent Obligation
156
14.03
Authorization
156
14.04
Reliance
156
14.05
Contribution; Subrogation
157
14.06
Waiver
157
SCHEDULE 1.01(a)
Commitments SCHEDULE 1.01(c)
Excluded Subsidiaries
SCHEDULE 1.01(e)
Excluded Accounts SCHEDULE 1.01(j)
Certain Account
Debtors SCHEDULE 1.01(r)
Retail Business SCHEDULE 6.21
Mortgaged Property
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SCHEDULE 8.10
Plans SCHEDULE 8.12
Real Property SCHEDULE 8.13
Capitalization SCHEDULE 8.14
Subsidiaries SCHEDULE 8.18
Environmental
Matters SCHEDULE 8.21
Permitted Existing Indebtedness SCHEDULE 8.22
Insurance SCHEDULE 10.01
Existing Liens SCHEDULE 10.04
Ground Leases
SCHEDULE 10.05
Existing Investments SCHEDULE 10.13
Deposit Accounts
SCHEDULE 13.03
Lender Addresses EXHIBIT A-1
Form of Notice of Borrowing
EXHIBIT A-2
Form of Notice of Conversion/Continuation EXHIBIT B-1
Form of
Revolving Note EXHIBIT B-2
Form of Swingline Note EXHIBIT C
Form of Letter
of Credit Request EXHIBIT D-1
Form of Tax Certificate EXHIBIT D-2
Form of
Tax Certificate EXHIBIT D-3
Form of Tax Certificate EXHIBIT D-4
Form of
Tax Certificate EXHIBIT E-1
Form of Opinion of Porter Hedges LLP EXHIBIT E-2
Form of Opinion of Brown Rudnick LLP EXHIBIT E-3
Form of Opinion of
Goodsill Anderson Quinn & Stifel EXHIBIT F
Form of Officers' Certificate
EXHIBIT G
Form of Guaranty EXHIBIT H
Form of Inventory Second Lien
Security Agreement EXHIBIT I
Form of ABL First Lien Security Agreement
EXHIBIT J
Form of Solvency Certificate EXHIBIT K
Form of Compliance
Certificate EXHIBIT L
Form of Assignment and Assumption Agreement EXHIBIT M
Form of Intercompany Note EXHIBIT N
Form of Landlord Waiver and Consent
Agreement EXHIBIT O
Form of Joinder Agreement EXHIBIT P
Form of Borrowing
Base Certificate EXHIBIT Q
Form of Intercreditor Agreement EXHIBIT R
Form
of Incremental Commitment Agreement EXHIBIT S
Form of Membership Interest
Pledge Agreement
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ABL CREDIT AGREEMENT, dated as of September 25, 2013, among Tesoro Hawaii, LLC
(the "Company"), a Hawaii limited liability company, the Subsidiaries of the
Company set forth on the signature pages hereto (together with the Company and
each other entity that becomes a Borrower pursuant to Section 10.12(a), each, a
"Borrower" and, collectively, the "Borrowers"), Hawaii Pacific Energy, LLC, a
Delaware limited liability company ("Holdings") as Guarantor, the Lenders party
hereto from time to time and Deutsche Bank AG New York Branch, as Administrative
Agent and ABL Loan Collateral Agent. All capitalized terms used herein and
defined in Section 1.01 are used herein as therein defined.
W I T N E S S E T H:
WHEREAS, Holdings has entered into the Membership Interest Purchase Agreement
dated as of June 17, 2013 (as amended, modified or supplemented from time to
time, the "MIPA") by and among Tesoro Corporation ("Tesoro"), the Company and
Holdings;
WHEREAS, pursuant to the MIPA, Holdings will acquire all of the outstanding
membership interests in the Company for a cash purchase price not to exceed
$175,000,000 (the "Acquisition");
WHEREAS, the sources of funds needed to effect the Acquisition and to pay fees
and