124
15.8.
Taxes
124
15.9.
Severability
124
15.10.
Contribution
125
15.11.
Lending Installations
125
15.12.
Liability Cumulative
125
15.14.
Keepwell
126
ARTICLE XVI CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
126
16.1.
CHOICE OF LAW
126
16.2.
CONSENT TO JURISDICTION
126
16.3.
WAIVER OF JURY TRIAL
127
v
ARTICLE XVII THE BORROWER REPRESENTATIVE
127
17.1.
Appointment; Nature of Relationship
127
17.2.
Powers
127
17.3.
Employment of Agents
127
17.4.
Notices
128
17.5.
Successor Borrower Representative
128
17.6.
Execution of Loan Documents; Borrowing Base Certificate
128
17.7.
Reporting
128
ARTICLE XVIII
128
Effect of Amendment and Restatement of Existing Credit Agreement
128
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 1.1A
EXISTING LETTERS OF
CREDIT SCHEDULE 1.1B
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 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
vi
AMENDED AND RESTATED CREDIT AGREEMENT
This Second Amended and Restated Credit Agreement, dated as of January 14, 2014,
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"), RBS Citizens, N.A., as co-syndication agent
(together with Bank of America, the "Co-Syndication Agents") and Key Bank
National Association, Regions Bank, Wells Fargo Capital Finance, LLC 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 Amended and Restated Credit Agreement, dated
as of July 3, 2011 (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 syndication agent and an issuer of certain
letters of credit, RBS Citizens, N.A., as documentation agent, and Key Bank
National Association, PNC Bank, National Association, Regions Bank, TD Bank,
N.A. and Wells Fargo Capital Finance, LLC as senior managing agents, the
Existing Lenders made available to the Borrower loans and other extensions of
credit in an aggregate amount not to exceed $300,000,000 (as increased to
$350,000,000 pursuant to the First Amendment to the Existing Credit Agreement,
dated as of November 22, 2011);
WHEREAS, the Borrower has requested