JURISDICTION; WAIVER OF JURY TRIAL
105
16.1.
CHOICE OF LAW
105
16.2.
CONSENT TO JURISDICTION
105
16.3.
WAIVER OF JURY TRIAL
106 ARTICLE XVII THE BORROWER REPRESENTATIVE
106
17.1.
Appointment; Nature of Relationship
106
17.2.
Powers
106
17.3.
Employment of Agents
106
17.4.
Notices
106
17.5.
Successor Borrower Representative
107
17.6.
Execution of Loan Documents; Borrowing Base Certificate
107
17.7.
Reporting
107 ARTICLE XVIII Effect of Amendment and Restatement of
Existing Credit Agreement
107
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
AMENDED AND RESTATED CREDIT AGREEMENT
This Amended and Restated Credit Agreement, dated as of July 2, 2009, 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 syndication agent and as an LC Issuer
(the "Syndication Agent"), RBS Citizens, N.A., as documentation agent (the
"Documentation Agent") and Société Générale and PNC Bank, National Association,
as senior managing agents (each, a "Senior Managing Agent").
RECITALS
WHEREAS, pursuant to the Credit Agreement dated as of December 17, 2004 (as
amended, the "Existing Credit Agreement"), among Petro, the lenders party
thereto (the "Existing Lenders"), JPMorgan Chase Bank, N.A., as administrative
agent for the lenders and as an issuer of certain letters of credit, Bank of
America, N.A. and Wachovia Bank, National Association, as co-syndication agents,
and Citizens Bank of Massachusetts and General Electric Capital Corporation, as
co-documentation agents, the Existing Lenders made available to the Borrower
loans and other extensions of credit in an aggregate amount not to exceed
$360,000,000;
WHEREAS, the Borrower has requested that the Existing Credit Agreement be
amended and restated in order to provide for extensions of credit in an
aggregate amount not to exceed $290,000,000 (subject to the Borrower's right
pursuant to Section 2.16 hereof to request an increase in the Aggregate
Commitment by up to $50,000,000 (not to exceed a total of up to $340,000,000)),
which extensions of credit will be used by the Borrower for the purposes set
forth in Section 6.2;
WHEREAS, the Obligations of the Borrower under the Loan Documents to the Agent
and the Lenders will continue to be guaranteed by the Guarantors as set forth in
the Guaranty;