THIRD 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 September 15, 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 II. . . . . . . . . . . . .5
Section 2.03 Amendments to Article V . . . . . . . . . . . . .6
Section 2.04 Amendments to Article VI. . . . . . . . . . . . .6
ARTICLE III. CONDITIONS
Section 3.01 Loan Documents. . . . . . . . . . . . . . . . . .8
Section 3.02 Corporate Proceedings of Loan Parties . . . . . .8
Section 3.03 Representations and Warranties. . . . . . . . . .8
Section 3.04 No Default. . . . . . . . . . . . . . . . . . . .8
Section 3.05 Security Instruments. . . . . . . . . . . . . . .8
Section 3.06 Other Instruments or Documents. . . . . . . . . .8
ARTICLE IV. MISCELLANEOUS
Section 4.01 Adoption, Ratification and Confirmation of
Credit Agreement . . . . . . . . . . . . . . . .9
Section 4.02 Ratification and Affirmation of Guaranty. . . . .9
Section 4.03 Successors and Assigns. . . . . . . . . . . . . .9
Section 4.04 Counterparts. . . . . . . . . . . . . . . . . . .9
Section 4.05 Number and Gender . . . . . . . . . . . . . . . .9
Section 4.06 Entire Agreement. . . . . . . . . . . . . . . . .9
Section 4.07 Invalidity. . . . . . . . . . . . . . . . . . . 10
Section 4.08 Titles of Articles, Sections and Subsections. . 10
Section 4.09 Governing Law . . . . . . . . . . . . . . . . . 10
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THIRD AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Third
Amendment") executed effective as of September 15, 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:
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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, as amended by First Amendment to
Amended and Restated Credit Agreement dated as of March 21, 1997 and Second
Amendment to Amended and Restated Credit Agreement dated as of March 31, 1997
(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 Third Amendment, each of
the terms "Company", "Credit Agreement", "Effective Date", "Third 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 Third Amendment shall refer to this Third
Amendment as a whole and not to any particular Article, Section, subsection
or provision of this Third Amendment.
(b) Section, subsection and Exhibit references herein are to such
Sections, subsections and Exhibits to this Third 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
Third Amendment and as the same may from time to time be further amended,
supplemented or modified.
(b) The following terms, which are defined in Section 1.01 of the
Credit Agreement, are hereby amended in their entirety to read as follows:
"Applicable Margin" shall mean (i) 0% per annum with respect to
Base Rate Loans, and (ii) 1.0% per annum with respect to Eurodollar
Loans; provided, however, that during any Deficiency Period, the
"Applicable Margin" as would otherwise be in effect shall be increased
by 2.0% per annum for both Base Rate Loans and Eurodollar Loans.
"Borrowing Base" shall mean at any time the amount equal to the
sum of (i) eighty five percent (85%) of Eligible Accounts plus (ii)
seventy percent (70%) of the Loan Value of Eligible Inventory; plus
(iii) one hundred percent (100%) of the E&P Borrowing Base.
"Cash Flow" shall mean, as to any Person, the sum of the net
income of such Person after taxes for any period plus, to the extent
deducted from net income, all non-cash items, including, but not
limited to, depreciation, depletion and impairment, amortization of
leasehold and intangibles, deferred taxes and write-offs of exploration
costs and producing lease abandonments plus, but without duplication,
to the extent deducted from net income, cash not to exceed $15,000,000,
and all non-cash items related to that certain special incentive
compensation award program which will be funded if the Company's stock
price reaches an average price per share of $20 or higher over 20
consecutive trading days after June 30, 1997, and before December 31,
1998; in each case for such period and determined as to such Person.
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"Consolidated Tangible Net Worth" shall mean, at any time and from
time to time, the sum of preferred or common stock not subject to a
mandatory redemption obligation (other than a mandatory redemption
obligation that can be satisfied by the tendering of common stock of
the Company) as of the date of determination, par value of common
stock, additional paid-in capital of common stock and retained
earnings, plus to the extent deducted from net income, cash not to
exceed $15,000,000 and all non-cash items related to that certain
special incentive compensation award program which will be funded if
the Company's stock price reaches an average price per share of $20 or
higher over 20 consecutive trading days after June 30, 1997, and before
December 31, 1998, less treasury stock (if any), less goodwill, cost in
excess of net assets acquired and all other assets as are properly
classified as intangible assets, all as determined as to the Company
and its Subsidiaries on a consolidated basis.
"EBITDA" shall mean, as to the Company and its Subsidiaries on a
consolidated basis and, for each Rolling Period, the amount equal to
net income of the Company and its Subsidiaries, less any non-cash
income included in net income to the extent the applicable cash was not
received at any time during such Rolling Period, plus, to the extent
deducted from net income, interest expense, depreciation, depletion and
impairment, amortization of leasehold and intangible, other non-cash
expenses (including, but not limited to taxes (excluding Bolivian taxes
paid in kind), plus, but without duplication, to the extent deducted
from net income, cash not to exceed $15,000,000 and all non-cash items
related to that certain special incentive compensation award program
which will be funded if the Company's stock price reaches an average
price per share of $20 or higher over 20 consecutive trading days after
June 30, 1997, and before December 31, 1998; provided, that, gains or
losses on the disposition of assets shall not be included in EBITDA.
"Eligible Inventory" shall mean, at any time, all inventory (as
such term is defined in Section 9-109(4) of the UCC) of the Inventory
Borrowing Base Parties, including, without limitation, but without
duplication, the In Transit Inventory, inventory in the Tesoro
Terminals, inventory at the KPL Facility (as defined in clause (x)
below), and Consigned Inventory for which each of the following
statements is accurate and complete (and the Company by including such
inventory in any computation of the Borrowing Base shall be deemed to
represent and warrant to the Administrative Agent, each Issuing Bank
and each Lender the accuracy and completeness of such statements):
(a) Said inventory is, and at all times will be, free and clear
of all Liens (except for perfected Liens in favor of the Administrative
Agent and, in the case of In Transit Inventory described in the
definition of In Transit Inventory below, Liens securing the payment of
tariffs owed by Tesoro Alaska to a common carrier
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transporting feedstocks or blendstocks through the Trans-Alaska
Pipeline System or the KPL Facility, as defined below), and the
Administrative Agent has a first priority, perfected security interest
in such inventory;
(b) Said inventory does not include capitalized goods which are
part of inventory of any Inventory Borrowing Base Party;
(c) Said inventory is located in the states of Alaska,
California, Texas, Louisiana, Oregon or Washington, or the Yukon
territory or British Columbia, Canada, or to the extent that it
qualifies as In Transit Inventory, is located in the territorial waters
of the states of Alaska, California, Oregon, Texas, Louisiana,
Washington or the Yukon territory or British Columbia, Canada (and not
in international waters); and
(d) Said inventory, excluding Consigned Inventory, is not stored
at any terminal other than a Tesoro Terminal.
For purposes of this definition, "In Transit Inventory" shall mean, at any
time, feedstocks, blendstocks or refined products, including asphalt, solely
owned by an Inventory Borrowing Base Party that are in transit:
(x) to the Kenai Refinery (i) from Pump Station No. 1 on the
Trans-Alaska Pipeline System, including feedstocks or blendstocks in
storage at the Valdez Terminal in Valdez, Alaska, (ii) in a tanker or
barge located within Alaska, California, Washington or the Yukon
territory or British Columbia, Canada or their respective territorial
waters (and not in international waters) that has been time chartered
by any Inventory Borrowing Base Party, (iii) in or on any pipeline,
terminal, dock or storage tank of the KPL in the area of Cook Inlet,
Alaska (the "KPL Facility"), or (iv) in the Cook Inlet pipeline system
in the area of Cook Inlet, Alaska, including feedstocks or blendstocks
in storage at the Drift River Terminal in Drift River, Alaska;
(y) from the Kenai Refinery (i) in a tanker or barge located
within Alaska, California, Oregon, Washington or the Yukon territory or
British Columbia, Canada or their respective territorial waters (and
not in international waters) that has been time chartered by any
Inventory Borrowing Base Party, (ii) in the Anchorage Pipeline owned by
Tesoro Alaska Pipeline Company (formerly known as the Nikiski Alaska
Pipeline), or (iii) in the KPL Facility (as defined in Clause (x)
above); or
(z) between Alaska, California, Washington, Texas, Louisiana
Oregon or the Yukon territory or British Columbia, Canada and in their
respective territorial waters (and not in international waters) and is
inventory in which the Administrative Agent has been granted a first
priority perfected Lien which is in effect at such time.
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(c) Section 1.01 of the Credit Agreement is hereby further amended and
supplemented by adding the following new definitions where alphabetically
appropriate, which reads in their entirety as follows:
"Consigned Inventory" shall mean inventory owned by an Inventory
Borrowing Base Party being held in storage tanks of a third party
pursuant to a consignment arrangement between such Inventory Borrowing
Base Party and such third party, but not commingled with any other
inventory or goods of such third party or other Persons, and for which
such Inventory Borrowing Base Party has complied with the requirements
of the Uniform Commercial Code, including Section 9.114 thereof, such
that such Inventory Borrowing Base Party will have priority over a
secured party who is or becomes a creditor of such third party.
"Third Amendment" shall mean that certain Third Amendment to
Amended and Restated Credit Agreement dated as of September 15, 1997,
by and among the Company, the Administrative Agent, the Documentation
Agent, the Issuing Bank and the Lenders.
Section 2.02 Amendments to Article II. Section 2.20(a) of the Credit
Agreement is hereby amended by replacing the last sentence thereof in its
entirety with the following sentence:
"During the period from and after the effective date of the Third Amendment
until the next Redetermination Date occurring after October, 1997, unless
redetermined pursuant to any unscheduled redeterminations, the amount of the
E&P Borrowing Base shall be $56,000,000."
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Section 2.03 Amendments to Article V. Section 5.15(h) of the Credit
Agreement is hereby amended in its entirety to read as follows:
"(h) Quarterly Borrowing Base Reports. As soon as available and in
any event by the 105th day after the end of the fourth calendar quarter of
each year and the 60th day after the end of each of the first three calendar
quarters of each year of the Company, a quarterly Borrowing Base Report
dated and reflecting amounts as of the last day of such calendar year or
quarter, as the case may be, which have been reconciled to the financial
statements delivered pursuant to Subsection 5.15(a) or (b), as the case may
be, and in the case of the fourth calendar quarter, as soon as available and
in any event by the 60th day after the end of the fourth calendar quarter of
each year, a preliminary Borrowing Base Report for the prior four calendar
quarters not reconciled to such financial statements, upon which the
Borrowing Base will be determined for the interim period until receipt of
the reconciled Borrowing Base Report for such period; provided, however, the
Majority Lenders may, at any time, require up to four additional Borrowing
Base Reports per calender year and the Company may, at any time, submit up
to four additional Borrowing Base Reports per calender year, in addition to
the four additional Borrowing Base Reports required by the Majority
Lenders."
Section 2.04 Amendments to Article VI.
(a) Section 6.01 of the Credit Agreement is hereby amended in its entirety
to read as follows:
"Section 6.01 Consolidated Tangible Net Worth. Permit Consolidated
Tangible Net Worth as of the end of the calendar quarter to be less than
$189,950,000 plus 75% of the Company's consolidated net income aggregated
for each of the calendar quarters from and after July 1, 1997 in which
consolidated net income is positive; provided if at any time the Company
issues equity securities of any kind, such minimum amount of Consolidated
Tangible Net Worth shall be permanently increased by an amount equal to 75%
of the net cash proceeds from the issuance of such equity securities."
(b) Section 6.02 of the Credit Agreement is hereby amended in its entirety
to read as follows:
"Section 6.02 Consolidated Current Ratio. Permit the ratio of (i)
consolidated current assets to (ii) consolidated current liabilities
(excluding current maturities of the Notes) to be less than 1.3 to 1.0 at
any time. As used in this Section 6.02 "consolidated current assets" shall
mean assets which would, in accordance with GAAP, be included as current
assets on a consolidated balance sheet of the Company and its Subsidiaries
and "consolidated current liabilities" shall mean liabilities which would,
in accordance with GAAP, be included as current liabilities on a
consolidated
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balance sheet of the Company and its Subsidiaries; provided, however, for
the sole purpose of calculating such ratio, consolidated current liabilities
shall not include accrued amounts related to that certain special incentive
compensation award program which will be funded if the Company's stock price
reaches an average price per share of $20 or higher over 20 consecutive
trading days after June 30, 1997, and before December 31, 1998, except to
the extent that the cash component of such accrual exceeds $15,000,000, such
excess shall be included in consolidated current liabilities."
(c) Section 6.03 of the Credit Agreement is hereby amended by replacing the
second sentence thereof in its entirety to read as follows:
"As used in this Section 6.03, "cash flow coverage ratio" shall mean, as to
the Company, and for the Rolling Period ending on such Quarterly Date, the
ratio of (i) the sum of (A) Cash Flow of the Company and its Subsidiaries on
a consolidated basis, plus (B) the difference between (x) the lesser of the
Aggregate Revolving Credit Commitments or the Borrowing Base on the last day
of the applicable Rolling Period and (y) the outstanding principal amount of
the Revolving Credit Loans on the first day of the last calendar quarter of
such Rolling Period, plus (C) interest expense of the Company and its
Subsidiaries on a consolidated basis to (ii) the sum of (A) regularly
scheduled principal payments of Funded Indebtedness paid in cash, plus (B)
cash interest expense of the Company and its Subsidiaries on a consolidated
basis, plus (C) capital expenditures by the Company and its Subsidiaries on
a consolidated basis, excluding capital expenditures made by way of (x)
exchanges of equity and (y) loans provided by third parties to the extent
not prohibited by Section 6.05, plus (D) cash dividends actually paid by the
Company and its Subsidiaries on a consolidated basis."
(d) Section 6.05 of the Credit Agreement is hereby amended by adding
thereto a new Subsection (o) as follows:
"(o) Unsecured letters of credit (other than Letters of Credit) not to
exceed $25,000,000 in the aggregate; provided, however, if an unsecured
letter of credit is issued for the benefit of the State of Alaska, all
unsecured letters of credit (other than Letters of Credit) shall not exceed
$40,000,000 in the aggregate."
(e) Clause (v) of Section 6.08 is hereby amended in its entirety to read as
follows:
"(v) in an aggregate amount not to exceed $10,000,000, repurchase the
common stock issued by the Company from (A) shareholders owning 100 shares
or less pursuant to an oddlot buy back program and (B) the open market or
private sales for employee benefit or compensation plans, and"
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ARTICLE III. CONDITIONS
The enforceability of this Third 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 Third 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.
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 Company and the
Guarantors, authorizing the execution, delivery and performance of this Third
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 Third Amendment.
Section 3.03 Representations and Warranties. Except as affected by the
transactions contemplated in the Credit Agreement and this Third 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.
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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 Third 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 Agreement remains in full force and effect; and (iv)
guarantees to the Administrative Agent, the Documentation Agent, each Issuing
Bank and each Lender to promptly pay when due all amounts owing or to be owing
by it under the Guaranty Agreement pursuant to the terms and conditions thereof.
Section 4.03 Successors and Assigns. This Third Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted pursuant to the Credit Agreement.
Section 4.04 Counterparts. This Third Amendment may be executed by one or
more of the parties hereto in any number of separate counterparts, and all of
such counterparts taken together shall be deemed to constitute one and the same
instrument and shall be enforceable as of the Effective Date upon the execution
of one or more counterparts hereof by the Company, the Guarantors, the
Administrative Agent, the Documentation Agent, the Issuing Bank and the Lenders.
In this regard, each of the parties hereto acknowledges that a counterpart of
this Third Amendment containing a set of counterpart execution pages reflecting
the execution of each party hereto shall be sufficient to reflect the execution
of this Third Amendment by each necessary party hereto and shall constitute one
instrument.
Section 4.05 Number and Gender. Whenever the context requires, reference
herein made to the single number shall be understood to include the plural; and
likewise, the plural shall be understood to include the singular. Words
denoting sex shall be construed to include the masculine, feminine and neuter,
when such construction is appropriate; and specific enumeration shall not
exclude the general but shall be construed as cumulative. Definitions of terms
defined in the singular or plural shall be equally applicable to the plural or
singular, as the case may be, unless otherwise indicated.
Section 4.06 Entire Agreement. This Third Amendment constitutes the
entire agreement among the parties hereto with respect to the subject hereof.
All prior understandings, statements and
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agreements, whether written or oral, relating to the subject hereof are
superseded by this Third Amendment.
Section 4.07 Invalidity. In the event that any one or more of the
provisions contained in this Third Amendment shall for any reason be held
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Third Amendment.
Section 4.08 Titles of Articles, Sections and Subsections. All titles or
headings to Articles, Sections, subsections or other divisions of this Third
Amendment or the exhibits hereto, if any, are only for the convenience of the
parties and shall not be construed to have any effect or meaning with respect to
the other content of such Articles, Sections, subsections, other divisions or
exhibits, such other content being controlling as the agreement among the
parties hereto.
Section 4.09 Governing Law. This Third Amendment and the rights and
obligations of the parties hereunder and under the Credit Agreement shall be
governed by and construed in accordance with the laws of the State of Texas and
the United States of America.
THIS THIRD AMENDMENT, THE CREDIT AGREEMENT, AS AMENDED AND
SUPPLEMENTED HEREBY, THE NOTES, AND THE OTHER FINANCING DOCUMENTS
CONSTITUTE A WRITTEN LOAN AGREEMENT AND REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[SIGNATURES BEGIN NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be duly executed and delivered by their proper and duly
authorized officers as of the Effective Date.
COMPANY: TESORO PETROLEUM CORPORATION
By: /s/ G. A. Wright
Name: G.A. Wright
Title: Vice President and Treasurer
GUARANTORS: TESORO ALASKA PETROLEUM COMPANY
TESORO EXPLORATION AND PRODUCTION
COMPANY
TESORO PETROLEUM COMPANIES, INC.
DIGICOMP, INC.
TESORO TECHNOLOGY PARTNERS COMPANY
INTERIOR FUELS COMPANY
TESORO ALASKA PIPELINE COMPANY
TESORO NORTHSTORE COMPANY
TESORO REFINING, MARKETING & SUPPLY
COMPANY
TESORO NATURAL GAS COMPANY
TESORO BOLIVIA PETROLEUM COMPANY
TESORO VOSTOK COMPANY
KENAI PIPE LINE COMPANY
TESORO MARINE SERVICES COMPANY
TESORO COASTWIDE SERVICES COMPANY
COASTWIDE MARINE SERVICES, INC.
By: /s/ G. A. Wright
Name: G.A. Wright
Title: Vice President and Treasurer
TESORO GAS RESOURCES COMPANY, INC.
TESORO FINANCIAL SERVICES HOLDING
COMPANY
By: /s/ Jeffrey B. Fabian
Name: Jeffrey B. Fabian
Title: President
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VICTORY FINANCE COMPANY
By: /s/ David W. Dupert
Name: David W. Dupert
Title: President
TESORO E&P COMPANY, L.P.
By: TESORO EXPLORATION AND
PRODUCTION COMPANY, as its general
partner
By: /s/ G.A. Wright
Name: G.A. Wright
Title: Vice President and Treasurer
ADMINISTRATIVE AGENT,
ISSUING BANK AND LENDER: BANQUE PARIBAS, individually, as an Issuing
Bank and as Administrative Agent
By: /s/ Brian Malone
Name: Brian Malone
Title: Vice President
By: /s/ Barton D. Schouest
Name: Barton D. Schouest
Title: Managing Director
DOCUMENTATION AGENT,
ISSUING BANK AND LENDER: THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. Ashby
Name: F.C.H. Ashby
Title: Senior Manager
Loan Operations
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LENDERS: BANK OF SCOTLAND
By: /s/ Annie Chin Tat
Name: Annie Chin Tat
Title: Vice President
CHRISTIANIA BANK OG KREDITKASSE
By: /s/ William S. Phillips
Name: William S. Phillips
Title: Vice President
By: /s/ Peter M. Dodge
Name: Peter M. Dodge
Title: First Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as an Issuing Bank
By: /s/ Dixon P. Schultz
Name: Dixon P. Schultz
Title: Vice President
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By: /s/ Michael J. Kolosowsky
Name: Michael J. Kolosowsky
Title: Vice President
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NATIONAL BANK OF CANADA
By: /s/ William Handley
Name: William Handley
Title: Vice President
By: /s/ Doug Clark
Name: Doug Clark
Title: Vice President
THE FROST NATIONAL BANK
By: /s/ Jim Crosby
Name: Jim Crosby
Title: Senior Vice President
DEN NORSKE BANK ASA
By: /s/ Bryon L. Cooley
Name: Bryon L. Cooley
Title: Senior Vice President
By: /s/ William V. Moyer
Name: William V. Moyer
Title: First Vice President
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