FIRST AMENDMENT TO DEED OF TRUST,
SECURITY AGREEMENT AND FINANCING STATEMENT
THIS FIRST AMENDMENT TO DEED OF TRUST, SECURITY AGREEMENT AND FINANCING
STATEMENT (this "Amendment") is entered into as of the effective time and date
hereinafter stated (the "Effective Date") by and among TESORO ALASKA PETROLEUM
COMPANY, a Delaware corporation with an address for notice hereunder of 8700
Tesoro Drive, San Antonio, Texas 78217 ("Trustor"), TRANSALASKA TITLE INSURANCE
AGENCY, INC., an Alaska corporation, whose address is 400 W. Tudor Road,
Anchorage, Alaska 99503 (including any successor trustee at the time acting as
such hereunder, "Trustee") and BANQUE PARIBAS, as Administrative Agent for the
benefit of the Issuing Banks and the Lenders, with offices and banking quarters
at 1200 Smith, Suite 3100, Houston, Texas 77002 ("Beneficiary"). Any
capitalized term used but not defined in this Amendment shall have the meaning
assigned to such term in the hereinafter described Credit Agreement.
R E C I T A L S
A. Tesoro Petroleum Corporation (the "Company"), Texas Commerce Bank
National Association, as agent and various lenders (the "Prior Lenders") entered
into a Credit Agreement dated as of April 20, 1994 (as amended from time to
time, the "Prior Credit Agreement"), and Trustor and others entered into a
Guaranty Agreement dated of even date therewith guaranteeing the prompt and
complete payment of the indebtedness and obligations of the Company under the
Prior Credit Agreement (the "Prior Guaranty Agreement").
B. The Prior Credit Agreement and the Prior Guaranty Agreement was
secured by, among other things, that certain Deed of Trust, Security Agreement
and Financing Statement dated as of even date therewith from Trustor to Texas
Commerce Bank National Association, as agent, as beneficiary ("Prior
Beneficiary") for the benefit of the Prior Lenders (the "Deed of Trust").
C. The Deed of Trust was duly recorded in Book 441, page 848, File No.
94-3633 of the real estate records of the Kenai Recording District, Third
Judicial District, State of Alaska on April 27, 1994.
D. Of even date herewith, the Company, Banque Paribas, as Administrative
Agent, The Bank of Nova Scotia, as Documentation Agent and various lenders (the
"Lenders") are entering into an Amended and Restated Credit Agreement (the
"Credit Agreement") amending and restating the Prior Credit Agreement, and
Trustor and others are entering into an Amended and Restated Guaranty Agreement
amending and restating the Prior Guaranty Agreement.
E. Also of even date herewith, Prior Beneficiary is entering into an
Assignment of Liens assigning all of its right, title and interest under the
Deed of Trust to Banque Paribas, as Administrative Agent for the benefit of the
Issuing Banks and the Lenders ("Beneficiary").
F. Trustor and Beneficiary now desire to amend the Deed of Trust.
NOW, THEREFORE, in view of the foregoing, Trustor and Beneficiary do hereby
agree as follows:
1. All capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Deed of Trust.
2. All references in the Deed of Trust to "this Deed of Trust", as
defined in Section 1.02 of the Deed of Trust shall mean the Deed of Trust as
amended hereby and as the same may from time to time be further amended or
supplemented.
3. All references in the Deed of Trust to "Beneficiary" shall mean Banque
Paribas, as Administrative Agent for the benefit of the Issuing Banks and the
Lenders, and all references in the Deed of Trust to "Credit Agreement" shall
mean the above-described Credit Agreement as the same may be amended,
supplemented or restated from time to time.
4. Section 2.03 of the Deed of Trust is amended in its entirety to
hereafter read as follows:
"Section 2.03 Indebtedness Secured. This Deed of Trust is executed
and delivered by Trustor to secure and enforce the following (the
"Indebtedness"):
(a) Payment of and performance of any and all indebtedness,
obligations and liabilities of Trustor pursuant to that certain Amended and
Restated Guaranty Agreement dated June 7, 1996 executed by the Trustor,
among others, in favor of BANQUE PARIBAS, as Administrative Agent for the
Issuing Banks and the Lenders (as the same may from time to time be
amended, supplemented or otherwise modified, the "Guaranty Agreement"),
guaranteeing the prompt and complete payment when due (whether at the
stated maturity, by acceleration or otherwise) of the Obligations (as
defined in the Guaranty Agreement) including, without limitation, the
Letters of Credit and the Notes evidencing Loans the proceeds of which may
be disbursed over time, then satisfied in whole or in part, and then
disbursed again over time, which indebtedness, obligations and liabilities
will have a total principal balance from time to time of not more than
$150,000,000 and any obligations arising under the Hedging Agreements with
any Lender or its Affiliates.
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(b) Any sums which may be advanced or paid by Beneficiary or any
Lender under the terms hereof on account of the failure of Trustor to
comply with the covenants of the Trustor contained herein or in the Credit
Agreement; and all other indebtedness of Trustor arising pursuant to the
provisions of this Deed of Trust.
The Indebtedness which is secured by this Deed of Trust, if not sooner
paid, is all due and payable on the 30th day of April, 2000. For the
purpose of AS 34.20.150, the period of this Deed of Trust and the date when
this Deed of Trust matures is six (6) years after said date.
The Indebtedness is Senior Debt as such term is defined in that
certain Subordination Agreement dated December 15, 1992 among Trustor, the
Company and the State of Alaska attached as Exhibit 7 to the Settlement
Agreement dated December 15, 1992 among Trustor, the Company and the State
of Alaska."
5. Trustor hereby confirms that it has heretofore granted, bargained,
sold, assigned, mortgaged, warranted, transferred and conveyed to Trustee for
the benefit of Beneficiary, and granted a security interest to Beneficiary in,
the Mortgaged Property, and Trustor further grants, bargains, sells, assigns,
mortgages, warrants, transfers and conveys to Trustee for the benefit of
Beneficiary, and grants a security interest to Beneficiary in, the Mortgaged
Property, to Beneficiary on behalf of the Lenders to secure the payment and
performance of the Indebtedness as defined herein.
6. The parties hereto hereby acknowledge and agree that except as
specifically amended, changed or modified hereby, the Deed of Trust shall remain
in full force and effect in accordance with its terms. None of the rights,
titles and interests existing and to exist under the Deed of Trust are hereby
released, diminished or impaired, and Trustor hereby reaffirms all covenants,
representations and warranties made in the Deed of Trust.
7. This Amendment may be executed in two or more counterparts, and it
shall not be necessary that the signatures of all parties hereto be contained on
any one counterpart hereof.
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EXECUTED this ___ day of June, 1996, to be effective as of the 7th day of June,
1996 (the "Effective Date").
TRUSTOR:
TESORO ALASKA PETROLEUM COMPANY
By: /s/ G. A. Wright
Name: G. A. Wright
Title: Vice President and Treasurer
BENEFICIARY:
BANQUE PARIBAS, AS ADMINISTRATIVE AGENT
By: /s/ Brian Malone
Name: Brian Malone
Title: Vice President
By: /s/ Barton D. Schouest
Name: Barton D. Schouest
Title: Group Vice President
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STATE OF TEXAS
COUNTY OF HARRIS
The foregoing instrument was acknowledged before me the 7th day of June,
1996 by G. A. Wright, Vice President and Treasurer of TESORO ALASKA PETROLEUM
COMPANY, a Delaware corporation, on behalf of such corporation.
Seal: /s/ Linda Daugherty
Notary Public in and for the
State of Texas
STATE OF TEXAS
COUNTY OF HARRIS
The foregoing instrument was acknowledged before me the 7th day of June,
1996 by Brian Malone, Vice President of BANQUE PARIBAS, a bank organized under
the laws of France acting through its Houston, Texas agency, on behalf of such
bank.
Seal: /s/ Linda Daugherty
Notary Public in and for the
State of Texas
STATE OF TEXAS
COUNTY OF HARRIS
The foregoing instrument was acknowledged before me the 7th day of June,
1996 by Barton D. Schouest, Group Vice President of BANQUE PARIBAS, a bank
organized under the laws of France acting through its Houston, Texas agency, on
behalf of such bank.
/s/ Linda Daugherty
Notary Public in and for the
State of Texas
Seal:
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