Contract
Exhibit 10.26
EXECUTION COPY
ACCESSION AGREEMENT dated as of January 11, 2007, among the financial institutions executing this Agreement as INCREASING LENDERS (collectively, the “Increasing Lenders”), SUNOCO, INC., a Pennsylvania corporation (the “Borrower”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).
A. Reference is made to the Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of June 30, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, JPMorgan Chase Bank, N.A. (“JPMCB”), as Administrative Agent and Bank of America, N.A. as Syndication Agent (“BofA”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
B. Pursuant to Section 2.08(d) of the Credit Agreement, the Borrower has requested the Increasing Lenders to extend, and the Increasing Lenders have agreed to extend, effective January 11, 2007, additional Commitments in accordance with the provisions of the Credit Agreement (the “Incremental Commitments”). Proceeds of Loans and Letters of Credit pursuant to the Incremental Commitments will be used for the purposes specified in the first sentence of Section 5.08 of the Credit Agreement.
Accordingly, the Increasing Lenders, the Borrower and the Administrative Agent agree as follows:
SECTION 1. Incremental Revolving Commitments. Each Increasing Lender hereby agrees, effective as of the Effective Date, to extend an Incremental Commitment in the amount set forth opposite its name on Schedule 1A hereto.
SECTION 2. Representations and Warranties, Agreements of Increasing Lenders, etc. Each Increasing Lender represents and warrants that it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement.
SECTION 3. Effectiveness. (a) This Agreement shall become effective as of January 11, 2007, or such later date as shall be agreed upon by the Borrower and the Administrative Agent and set forth in a notice delivered to the Increasing Lenders (the “Effective Date”), subject to (i) the Administrative Agent’s receipt of counterparts of this Agreement duly executed on behalf of each Increasing Lender and the Borrower; (ii) the Administrative Agent’s receipt of a duly completed Administrative Questionnaire from each Increasing Lender; and (iii) the satisfaction, on and as of the Effective Date, of the conditions set forth in Section 2.08(d) of the Credit Agreement.
(b) Upon the effectiveness of this Agreement, the Administrative Agent shall give prompt notice thereof to the Increasing Lenders.
SECTION 4. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument.
SECTION 5. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
SECTION 6. Notices. All notices and other communications hereunder shall be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to an Increasing Lender shall be given to it at the address set forth under its signature hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date and year first above written.
| SUNOCO, INC., | ||
| by |
/s/ Xxxx Xxxxxxxxxx | |
| Name: |
Xxxx Xxxxxxxxxx | |
| Title: |
Treasurer | |
| JPMORGAN CHASE BANK, N.A., as Administrative Agent and Increasing Lender, | ||
| by: |
/s/ Xxxxxx Xxxxxxx | |
| Name: |
Xxxxxx Xxxxxxx | |
| Title: |
Senior Vice President | |
Increasing Lender signature page
to the Sunoco, Inc. Accession Agreement
To approve the Accession Agreement:
Name of Increasing Lender
| BANK OF AMERICA, N.A. | ||
| By | /s/ Xxxxxx X. XxXxxx | |
| Name: | Xxxxxx X. XxXxxx | |
| Title: | Senior Vice President | |
Increasing Lender signature page
to the Sunoco, Inc. Accession Agreement
To approve the Accession Agreement:
Name of Increasing Lender
| The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch | ||
| By |
/s/ Xxxxx Xxxxxxxxxx | |
| Name: |
Xxxxx Xxxxxxxxxx | |
| Title: |
Senior Vice President | |
Increasing Lender signature page
to the Sunoco, Inc. Accession Agreement
To approve the Accession Agreement:
Name of Increasing Lender
| BARCLAYS BANK PLC | ||
| By | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Associate Director | |
Increasing Lender signature page
to the Sunoco, Inc. Accession Agreement
To approve the Accession Agreement:
Name of Increasing Lender
| CITIBANK, N.A. | ||
| by | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Attorney-in-Fact | |
Increasing Lender signature page
to the Sunoco, Inc. Accession Agreement
To approve the Accession Agreement:
Name of Increasing Lender
| Calyon New York Branch | ||
| by | /s/ Page Dillehunt | |
| Name: | Page Dillehunt | |
| Title: | Managing Director | |
For any Increasing Lender that requires a second signature line:
| by | /s/ Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | |
| Title: | Managing Director | |
Increasing Lender signature page
to the Sunoco, Inc. Accession Agreement
To approve the Accession Agreement:
Name of Increasing Lender
| CITIZENS BANK OF PENNSYLVANIA | ||
| by | /s/ Xxxx X. Xxxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxxx | |
| Title: | Senior Vice President | |
Increasing Lender signature page
to the Sunoco, Inc. Accession Agreement
To approve the Accession Agreement:
Name of Increasing Lender
| KEYBANK NATIONAL ASSOCIATION | ||
| by | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxx | |
| Title: | Senior Vice President | |
Increasing Lender signature page
to the Sunoco, Inc. Accession Agreement
To approve the Accession Agreement:
Name of Increasing Lender
| MELLON BANK, N.A. | ||
| by | /s/ Xxxxxx X. Xxxxxxxxxx, Xx. | |
| Name: | Xxxxxx X. Xxxxxxxxxx, Xx. | |
| Title: | Vice President | |
Increasing Lender signature page
to the Sunoco, Inc. Accession Agreement
To approve the Accession Agreement:
Name of Increasing Lender
| UBS LOAN FINANCE LLC | ||
| by | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Director | |
For any Increasing Lender that requires a second signature line:
| by | /s/ Xxxx X. Xxxx | |
| Name: | Xxxx X. Xxxx | |
| Title: | Associate Director | |
Increasing Lender signature page
to the Sunoco, Inc. Accession Agreement
To approve the Accession Agreement:
Name of Increasing Lender
| Wachovia Bank, National Association | ||
| by | /s/ Xxxx Xxxxxxxxx | |
| Name: | Xxxx Xxxxxxxxx | |
| Title: | Vice President | |
Increasing Lender signature page
to the Sunoco, Inc. Accession Agreement
To approve the Accession Agreement:
Name of Increasing Lender
| PNC BANK, NATIONAL ASSOCIATION | ||
| by | /s/ Xxxxx X. Xxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxx | |
| Title: | Senior Vice President | |
Increasing Lender signature page
to the Sunoco, Inc. Accession Agreement
To approve the Accession Agreement:
Name of Increasing Lender
| XXXXXX BROTHERS BANK, FSB | ||
| by | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Senior Vice President | |
Increasing Lender signature page
to the Sunoco, Inc. Accession Agreement
To approve the Accession Agreement:
Name of Increasing Lender
| Mizuho Corporate Bank, Ltd. | ||
| by | /s/ Xxxx Mo | |
| Name: | Xxxx Mo | |
| Title: | Senior Vice President | |
Increasing Lender signature page
to the Sunoco, Inc. Accession Agreement
To approve the Accession Agreement:
Name of Increasing Lender
| THE BANK OF NOVA SCOTIA | ||
| by | /s/ Xxxxxx Xxxxxx | |
| Xxxxxx Xxxxxx | ||
| Director | ||
Increasing Lender signature page
to the Sunoco, Inc. Accession Agreement
To approve the Accession Agreement:
| SUNTRUST BANK | ||
| by | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Vice President | |
Increasing Lender signature page
to the Sunoco, Inc. Accession Agreement
To approve the Accession Agreement:
| U.S. BANK, NATIONAL ASSOCIATION | ||
| by | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Assistant Vice President | |
SCHEDULE 1A
INCREMENTAL COMMITMENTS
| Increasing Lender |
Incremental Commitment | ||
| JPMorgan Chase Bank, N.A. |
$ | 35,000,000 | |
| Bank of America, N.A. |
$ | 35,000,000 | |
| The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
$ | 35,000,000 | |
| Barclays Bank PLC |
$ | 35,000,000 | |
| Citibank, N.A. |
$ | 35,000,000 | |
| Calyon |
$ | 22,500,000 | |
| Citizens Bank |
$ | 22,500,000 | |
| KeyBank National Association |
$ | 22,500,000 | |
| Mellon Bank, N.A. |
$ | 22,500,000 | |
| UBS Loan Finance LLC |
$ | 22,500,000 | |
| Wachovia Bank, National Association |
$ | 22,500,000 | |
| PNC Bank, National Association |
$ | 15,000,000 | |
| Xxxxxx Brothers Bank, FSB |
$ | 15,000,000 | |
| Mizuho Corporate Bank, Ltd |
$ | 15,000,000 | |
| The Bank of Nova Scotia |
$ | 15,000,000 | |
| SunTrust Bank |
$ | 15,000,000 | |
| US Bank, National Association |
$ | 15,000,000 | |
