THIRD AMENDMENTThird Amendment • December 14th, 2007 • Maxum Petroleum Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • New York
THIRD AMENDMENT, dated as of December 3, 2007 (this “Amendment”), to the Credit Agreement, dated as of September 18, 2006 (as amended from time to time prior to the date hereof, the “Credit Agreement”), among SPI PETROLEUM LLC, a Delaware limited liability company (“Holdings”), MAXUM PETROLEUM, INC. (f/k/a Global Petroleum, Inc.), a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and PNC BANK, NATIONAL ASSOCIATION, as documentation agent (in such capacity, the “Documentation Agent”) and as syndication agent (in such capacity, the “Syndication Agent”).
FOURTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • December 14th, 2007 • Maxum Petroleum Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • New York
This Fourth Amendment to Revolving Credit and Security Agreement is dated December 4, 2007, by and among SPI Petroleum LLC, a Delaware limited liability company (the “Parent”), Maxum Petroleum, Inc. (f/k/a Global Petroleum, Inc.), a Delaware corporation (“MPI”), Pecos, Inc., a California corporation (“PI”), General Petroleum Corporation, a California corporation (“GPC”), Rainier Petroleum Corporation, a Washington corporation (“RPC”), Sedro-Woolley Holdings Corporation, a Washington corporation (“SWHC”), G.P. Atlantic, Inc., a South Carolina corporation (“GPAI”), Simons Petroleum, Inc., a Texas corporation (“SPI-TX”), Simons Petroleum, Inc., an Oklahoma corporation (“SPI-OK”), Hartney Fuel Oil Co., an Illinois corporation (“HFOC”), Petroleum Supply Company, Inc., an Illinois corporation (“PSCI”), Hartney Brothers, Inc., an Illinois corporation (“HBI”), SPI Acquisition LLC, a Delaware limited liability company (“SPIA”), ETI Acquisition LLC, a Delaware limited liability company (“ETIA”),
STOCK CONTRIBUTION AND PURCHASE AGREEMENT by and among SPELL CAPITAL PARTNERS FUND II, L.P., ROBERT A. PAULSON, PETER E. PAULSON, THE REPRESENTATIVE IDENTIFIED HEREIN, MAXUM PETROLEUM, INC. and SPI PETROLEUM LLC Dated as of December 6, 2007Stock Contribution and Purchase Agreement • December 14th, 2007 • Maxum Petroleum Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • Delaware
THIS STOCK CONTRIBUTION AND PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 6, 2007, by and among Robert A. Paulson (“R. Paulson”), Peter E. Paulson (“P. Paulson” and together with R. Paulson, the “Paulson Sellers”), Spell Capital Partners Fund II, L.P. (“Spell” and together with the Paulson Sellers, each a “Seller”, and collectively, the “Sellers”), the Representative identified in Section 6.1(a) hereof (solely in its capacity as the Representative), Maxum Petroleum, Inc., a Delaware corporation (“Buyer”), and SPI Petroleum LLC, a Delaware limited liability company and the direct parent of Buyer (“SPI”).
