FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
Among
TESORO PETROLEUM CORPORATION
as the Company
and
BANQUE PARIBAS
Individually, as an Issuing Bank and as Administrative Agent,
THE BANK OF NOVA SCOTIA
Individually and as Documentation Agent
and
THE FINANCIAL INSTITUTIONS
NOW OR HEREAFTER PARTIES HERETO
Effective as of March 21, 1997
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS
Section 1.01 Terms Defined Above . . . . . . . . . . . . .1
Section 1.02 Terms Defined in Credit Agreement . . . . . .1
Section 1.03 Other Definitional Provisions . . . . . . . .1
ARTICLE II. AMENDMENTS TO CREDIT AGREEMENT
Section 2.01 Amendments and Supplements to Definitions . .2
Section 2.02 Amendments to Article VI. . . . . . . . . . .2
ARTICLE III. CONDITIONS
Section 3.01 Loan Documents. . . . . . . . . . . . . . . .2
Section 3.02 Corporate Proceedings of Loan Parties . . . .2
Section 3.03 Representations and Warranties. . . . . . . .3
Section 3.04 No Default. . . . . . . . . . . . . . . . . .3
Section 3.05 Security Instruments. . . . . . . . . . . . .3
Section 3.06 Other Instruments or Documents. . . . . . . .3
ARTICLE IV. MISCELLANEOUS
Section 4.01 Adoption, Ratification and Confirmation of
Credit Agreement. . . . . . . . . . . . . .3
Section 4.02 Ratification and Affirmation of Guaranty. . .3
Section 4.03 Successors and Assigns. . . . . . . . . . . .4
Section 4.04 Counterparts. . . . . . . . . . . . . . . . .4
Section 4.05 Number and Gender . . . . . . . . . . . . . .4
Section 4.06 Entire Agreement. . . . . . . . . . . . . . .4
Section 4.07 Invalidity. . . . . . . . . . . . . . . . . .4
Section 4.08 Titles of Articles, Sections and Subsections.4
Section 4.09 Governing Law . . . . . . . . . . . . . . . .5
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FIRST AMENDMENT AND SUPPLEMENT TO
CREDIT AGREEMENT
This FIRST AMENDMENT AND SUPPLEMENT TO CREDIT AGREEMENT (this "First
Amendment") executed effective as of March 21, 1997 (the "Effective Date"), is
by and among TESORO PETROLEUM CORPORATION, a Delaware corporation (the
"Company"); BANQUE PARIBAS, individually, as an Issuing Bank and as
Administrative Agent, THE BANK OF NOVA SCOTIA, individually and as Documentation
Agent, and each of the lenders that is a signatory hereto or which becomes a
party hereto as provided in Section 9.07 (individually, a "Lender" and,
collectively, the "Lenders").
W I T N E S S E T H:
WHEREAS, the Company, the Administrative Agent, the Documentation Agent, the
Issuing Bank and the Lenders are parties to that certain Amended and Restated
Credit Agreement dated as of June 7, 1996 (the "Credit Agreement"), pursuant to
which the Lenders agreed to make loans and issue Letters of Credit to and for
the account of the Company; and
WHEREAS, the Company, the Guarantors, the Administrative Agent, the
Documentation Agent, and the Lenders desire to amend the Credit Agreement in the
particulars hereinafter provided;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:
ARTICLE I. DEFINITIONS
Section 1.01 Terms Defined Above. As used in this First Amendment, each
of the terms "Company", "Credit Agreement", "Effective Date", "First Amendment",
and "Lenders" shall have the meaning assigned to such term hereinabove.
Section 1.02 Terms Defined in Credit Agreement. Each term defined in the
Credit Agreement and used herein without definition shall have the meaning
assigned to such term in the Credit Agreement, unless expressly provided to the
contrary.
Section 1.03 Other Definitional Provisions.
(a) The words "hereby", "herein", "hereinafter", "hereof",
"hereto" and "hereunder" when used in this First Amendment shall
refer to this First Amendment as a whole and not to any particular
Article, Section, subsection or provision of this First Amendment.
(b) Section, subsection and Exhibit references herein are to
such Sections, subsections and Exhibits to this First Amendment
unless otherwise specified.
ARTICLE II. AMENDMENTS TO CREDIT AGREEMENT
The Company, the Administrative Agent, the Documentation Agent, the Issuing
Bank and the Lenders agree that the Credit Agreement is hereby amended,
effective as of the Effective Date, in the following particulars.
Section 2.01 Amendments and Supplements to Definitions.
(a) The definition of "Agreement" in Section 1.01 of the
Credit Agreement is hereby amended to mean the Credit Agreement, as
amended by this First Amendment and as the same may from time to
time be further amended, supplemented or modified.
(b) Section 1.01 of the Credit Agreement is hereby further
amended and supplemented by adding the following new definition
where alphabetically appropriate, which read in their entirety as
follows:
"First Amendment" shall mean that certain First Amendment
to Amended and Restated Credit Agreement dated as of March 21,
1997, by and among the Company, the Administrative Agent, the
Documentation Agent, the Issuing Bank and the Lenders.
Section 2.02 Amendments to Article VI. Section 6.09(e) of the Credit
Agreement is hereby amended in its entirety to read as follows:
"(e) routine loans or advances to employees made in the ordinary
course of business not to exceed (A) $1,500,000 at any one time outstanding
to any one employee and (B) $5,000,000 in the aggregate;"
ARTICLE III. CONDITIONS
The enforceability of this First Amendment against the Administrative Agent,
the Documentation Agent, the Issuing Bank and the Lenders is subject to the
satisfaction of the following conditions precedent:
Section 3.01 Loan Documents. The Administrative Agent shall have received
multiple original counterparts, as requested by the Administrative Agent, of
this First Amendment executed and delivered by a duly authorized officer of the
Company, each of the Guarantors, the Administrative Agent, the Documentation
Agent, each Issuing Bank and each Lender, as applicable;
Section 3.02 Corporate Proceedings of Loan Parties. The Administrative
Agent shall have received multiple copies, as requested by the Administrative
Agent, of the resolutions, in form and substance reasonably satisfactory to the
Administrative Agent, of the Boards of Directors of the
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Company and the Guarantors, authorizing the execution, delivery and performance
of this First Amendment, each such copy being attached to an original
certificate of the Secretary or an Assistant Secretary of the Company or the
Guarantors, as applicable, dated as of the Effective Date, certifying (i) that
the resolutions attached thereto are true, correct and complete copies of
resolutions duly adopted by written consents or at meetings of the Boards of
Directors, (ii) that such resolutions constitute all resolutions adopted with
respect to the transactions contemplated hereby, (iii) that such resolutions
have not been amended, modified, revoked or rescinded as of the Effective Date,
(iv) that the respective articles of incorporation and bylaws of the Company and
the Guarantors have not been amended or otherwise modified since the effective
date of the Credit Agreement, except pursuant to any amendments attached
thereto, and (v) as to the incumbency and signature of the officers of the
Company or the Guarantors, as applicable, executing this First Amendment.
Section 3.03 Representations and Warranties. Except as affected by the
transactions contemplated in the Credit Agreement and this First Amendment, each
of the representations and warranties made by the Company and the Guarantors in
or pursuant to the Financing Documents, including the Credit Agreement, shall be
true and correct in all material respects as of the Effective Date, as if made
on and as of such date.
Section 3.04 No Default. No Default or Event of Default shall have
occurred and be continuing as of the Effective Date.
Section 3.05 Security Instruments. All of the Security Instruments
(subject to any partial releases thereof) shall be in full force and effect and
provide to the Administrative Agent the security intended thereby to secure the
Indebtedness.
Section 3.06 Other Instruments or Documents. The Administrative Agent or
any Lender or counsel to the Administrative Agent shall receive such other
instruments or documents as they may reasonably request.
ARTICLE IV. MISCELLANEOUS
Section 4.01 Adoption, Ratification and Confirmation of Credit Agreement.
Each of the Company, the Guarantors, the Administrative Agent, the Documentation
Agent, the Issuing Bank and the Lenders does hereby adopt, ratify and confirm
the Credit Agreement, as amended hereby, and acknowledges and agrees that the
Credit Agreement, as amended hereby, is and remains in full force and effect.
Section 4.02 Ratification and Affirmation of Guaranty. Each of the
Guarantors hereby expressly (i) acknowledges the terms of this First Amendment,
(ii) ratifies and affirms its obligations under the Second Amended and Restated
Guaranty Agreement dated as of January 28, 1997, in favor of the Administrative
Agent, the Documentation Agent, the Issuing Bank and the Lenders, as amended,
supplemented or otherwise modified ("Guaranty Agreement"), (iii) acknowledges,
renews and extends its continued liability under the Guaranty Agreement and
agrees that such Guaranty
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