ASSIGNMENT SHALL RELEASE THE ASSIGNING LENDER FROM ITS
OBLIGATIONS HEREUNDER.
(SIGNATURES ON FOLLOWING PAGE)
54
IN WITNESS WHEREOF, Borrower and Agent have duly executed this Agreement as of
the 16th day of December, 2004.
AGENT:
BORROWER:
UNIVEST NATIONAL BANK AND TRUST
FARM & HOME OIL COMPANY
CO.
By:
/s/ John T. Landes
By:
/s/ Daryl Hackman
John Landes, Senior Vice President
Daryl Hackman, President
LENDERS:
UNIVEST NATIONAL BANK AND TRUST
CO.
By:
/s/ John T. Landes
John Landes, Senior Vice President
WACHOVIA BANK, NATIONAL
ASSOCIATION
By:
/s/ Bruce Morgan
Name/Title: Bruce Morgan, Vice President
FULTON BANK
By:
/s/ Christopher M. Markley
Name/Title: Christopher M. Markley, Vice
President
55
SCHEDULE A
Pro Rata Line Percentages and Pro Rata Cap Ex Percentages/Financial Institutions
Pro Rata Percentages
Financial
Institution
Working
Capital Line
("Pro Rata
Line
Percentage")
Pro Rata Line
Share
Cap Ex Line
("Pro Rata
Cap Ex
Percentage")
Pro Rata Cap
Ex Share
Macungie
Term
Loan
Pottstown
Term
Loan
WC Term
Loan
Univest National Bank and Trust Co.
10
%
$
7,000,000.00
70
%
$
3,500,000.00
50
%
50
%
20
%
Wachovia Bank, National Association
60
%
$
42,000,000.00
30
%
$
1,500,000.00
50
%
50
%
80
%
Fulton Bank
30
%
$
21,000,000.00
N/A
N/A
N/A
N/A
N/A
SCHEDULE B
Closing Conditions
The obligation of Lenders to make Loans and/or extend Letters of Credit shall be
subject to the satisfaction, on or prior to the date of the Amended and Restated
Loan and Security Agreement, of the following conditions precedent:
1.
Loan Documents.
(A)
RECEIPT BY AGENT OF DULY EXECUTED COUNTERPARTS OF THE FOLLOWING:
(I)
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(II)
AMENDED AND RESTATED NOTES
(III)
AMENDED AND RESTATED INTELLECTUAL PROPERTY AGREEMENT
(IV)
AMENDED AND RESTATED SECURITY AGREEMENT OF HEDGING ACCOUNT
(V)
AMENDED AND RESTATED COLLATERAL ASSIGNMENT OF RIGHTS.
(B)
RECEIPT BY AGENT OF ALL DOCUMENTS IT MAY REASONABLY REQUEST
RELATING TO THE EXISTENCE OF BORROWER, THE CORPORATE AUTHORITY FOR AND THE
VALIDITY OF THE AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND THE OTHER
RELATED DOCUMENTS, AND ANY OTHER MATTERS RELEVANT THERETO, ALL IN FORM AND
SUBSTANCE SATISFACTORY TO AGENT IN ITS SOLE GOOD FAITH DISCRETION.
2.
Personal Property Collateral.
Receipt by Agent of the following:
(A)
SEARCHES OF UNIFORM COMMERCIAL CODE ("UCC") FILINGS IN THE
JURISDICTION OF THE CHIEF EXECUTIVE OFFICE OF BORROWER, THE JURISDICTION OF
BORROWER'S ORGANIZATION AND SUCH OTHER JURISDICTIONS WHERE COLLATERAL IS
LOCATED, COPIES OF THE FINANCING STATEMENTS ON FILE IN SUCH JURISDICTIONS AND
EVIDENCE THAT THERE ARE NO LIENS, SECURITY INTERESTS OR JUDGMENTS IN FAVOR OF
THIRD PARTIES WITH RESPECT TO BORROWER OR ANY COLLATERAL.
(B)
UCC FINANCING STATEMENTS FOR EACH APPROPRIATE JURISDICTION AS IS
NECESSARY, IN AGENT'S SOLE DISCRETION, TO PERFECT AGENT'S SECURITY INTEREST IN
THE COLLATERAL.
(C)
DULY EXECUTED CONSENTS AS ARE NECESSARY, IN AGENT'S SOLE
DISCRETION, TO PERFECT AGENT'S SECURITY INTEREST IN THE COLLATERAL.
(D)
DELIVERY TO AGENT OF PERSONAL PROPERTY COLLATERAL TO THE EXTENT
NECESSARY OR APPROPRIATE TO PERFECT AGENT'S SECURITY INTEREST THEREIN.
3.
Insurance