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EXHIBIT 10.51
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of February ,1997 among ULTRAMAR DIAMOND
SHAMROCK CORPORATION, CANADIAN ULTRAMAR COMPANY (the "Borrower"), the LENDERS
listed on the signature pages hereof (the "Lenders") and CANADIAN IMPERIAL BANK
OF COMMERCE, as Agent (the "Agent").
PREAMBLE:
1. The parties hereto entered into a Credit Agreement dated December 19,
1996 (the "Agreement").
2. The parties hereto desire to amend certain provisions of the Agreement
in the manner set forth below.
AGREEMENT:
For good an valuable consideration, the parties hereto agree as
follows:
1.1 Definition, References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Agreement shall have the
meaning given such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Agreement shall from and after the date hereof refer to the Agreement as
amended hereby.
2.1 Amendment to Section 1.1 of the Agreement. The definition of
"Consolidated Net Income" in Section 1.1 of the Agreement is
replaced with the following:
"Consolidated Net Income" means, for any period, the net
income (or loss) of the Borrower or UDSC, as the case may be,
and its Consolidated Subsidiaries for such period; provided
that there shall be excluded (i) any after-tax gains or losses
attributable to asset sales (other than sales in the ordinary
course of business) or returned surplus assets of any Plan,
(ii) in the case of UDSC only, up to U.S. $127,800,000 of
non-recurring charges in connection with or as a result of (A)
the Merger or (B) certain changes to conform the accounting
practices of Ultramar Corporation and Diamond Shamrock, Inc.
and (iii) to the extent not
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included in clauses (i) and (ii), any net extraordinary gains
or net extraordinary losses.
3.1 Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the Province of
Ontario, Canada.
4.1 Counterparts; Effectiveness. This Amendment may be signed in
any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amendment
shall become effective as of the date hereof when the Agent
shall have received duly executed counterparts hereof signed
by the Borrower and the Majority Lenders (or, in the case of
any party as to which an executed counterpart shall not have
been received, the Agent shall have received telegraphic,
telex or other written confirmation from such party of
execution of a counterpart hereof by such party).
The parties hereto have caused this Amendment to be executed
by their respective authorized representatives or officers effective the date
referred to above.
CANADIAN ULTRAMAR COMPANY
By:
-----------------------------------
Name:
Title:
Address:
Facsimile:
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ULTRAMAR DIAMOND SHAMROCK CORPORATION
By:
-----------------------------
Name: Xxxxxx X. Blank
Title: Treasurer
Address: 0000 Xxxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
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LENDERS SIGNATURES
CANADIAN IMPERIAL BANK OF COMMERCE, AS AGENT
By:
-------------------------------------
Name:
Title:
Address: Xxxxxxxx Xxxxx Xxxx, 0xx Xxx.,
Xxxxxxx, Xxxxxxx X0X 0X0
Facsimile: (000) 000-0000
By:
-----------------------------------------
Name:
Title:
Address: Xxxxxxxx Xxxxx Xxxx, 0xx Xxx.,
Xxxxxxx, Xxxxxxx X0X 0X0
Facsimile: (000) 000-0000
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CANADIAN IMPERIAL BANK OF COMMERCE
By:
-----------------------------------------
Name:
Title:
Address: 00xx Xxx., 000 - 0xx Xxxxxx,
X.X. Xxxxxxx, Xxxxxxx, X0X 0X0
Facsimile: (000) 000-0000
By:
-----------------------------------------
Name:
Title:
Address: 00xx Xxx., 000 - 0xx Xxxxxx,
X.X. Xxxxxxx, Xxxxxxx, X0X 0X0
Facsimile: (000) 000-0000
BANK OF TOKYO - MITSUBISHI (CANADA)
By:
-----------------------------------------
Name: Xxxx Xxxxxxx
Title: General Manager
Address: 000 xxx xx xx Xxxxxxxxxxx Xxxxx,
Xxxxx 0000, Xxxxxxxx, Xxxxxx X0X 0X0
Facsimile: (000) 000-0000
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FUJI BANK CANADA
By:
----------------------------------------
Name:
Title:
Address:
Facsimile:
THE BANK OF NOVA SCOTIA
By:
----------------------------------------
Name: Xxxxx Xxxxxx
Title: Relationship Manager
Address: 00 Xxxx Xxxxxx Xxxx,
Xxxxxxx, Xxxxxxx X0X 0X0
Facsimile: (000) 000-0000
By:
-----------------------------------------
Name:
Title:
Address: 00 Xxxx Xxxxxx Xxxx,
Xxxxxxx, Xxxxxxx X0X 0X0
Facsimile:(000) 000-0000
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XXX XXXX XXXX XXXXXX
By:
-----------------------------------------
Name: Xxxxxx Xxxxxxxx
Title:
Address: #1500, 000 xx Xxxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxx X0X 0X0
Facsimile: (000) 000-0000
CAISSE CENTRALE XXXXXXXXXX
By:
-----------------------------------------
Name: Xxxxxx XxXxxxx
Title: Director, Corporate Banking
Address:1 Complexe Xxxxxxxxxx, Suite 2822
Xxxxxxxx, Xxxxxx X0X 0X0
Facsimile: (000) 000-0000
CREDIT LYONNAIS CANADA
By:
-----------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
Address: 0000 Xxxxxxxxx, 00xx Xxxxx
Xxxxxxxx, Xxxxxx X0X 0X0
Facsimile: (000) 000-0000
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XXXXXXXXXX XXXX XX XXXXX (XXXXXX)
By:
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Name: Xxx Xxxxxx
Title: Vice President, Business Development
Address: 000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X 0X0
Facsimile: (000) 000-0000
ROYAL BANK OF CANADA
By:
-----------------------------------------
Name: Xxxxx Xxx
Title: Senior Account Manager
Address: Xxxxx Xxxx Xxxxx, Xxxxx Xxxxx, 00xx
Xxxxx, Xxxxxxx, Xxxxxxx X0X 0X0
Facsimile:(000) 000-0000
