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EXHIBIT 4.7
CONSENT AND CONFIRMATION
CONSENT AND CONFIRMATION, dated as of July 2, 1998 (this "Consent and
Confirmation"), with respect to the Third Amended and Restated Credit Agreement,
dated as of July 2, 1998 (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among Tesoro Petroleum Corporation, the
Lenders parties thereto, Lehman Brothers Inc., as Arranger, Lehman Commercial
Paper Inc., as Syndication Agent, The First National Bank of Chicago, as
Co-Administrative Agent and as General Administrative Agent, Paribas, as
Co-Administrative Agent and as Collateral Agent and The Bank of Nova Scotia, as
Documentation Agent. Terms defined in the Credit Agreement and the Guarantee and
Collateral Agreement (as defined below) shall be used herein as therein defined.
W I T N E S S E T H :
WHEREAS, the Credit Agreement amends and restates in its entirety the
Second Amended and Restated Credit Agreement, dated as of May 29, 1998 (as
amended, supplemented or otherwise modified from time to time, the "Existing
Credit Agreement"), among Tesoro Petroleum Corporation, the Lenders parties
thereto, Lehman Brothers Inc., as arranger, Lehman Commercial Paper Inc., as
administrative agent and the other agents named therein;
WHEREAS, pursuant to the Existing Credit Agreement, (a) the Borrower
and each of the undersigned Subsidiaries of the Borrower (the Borrower and such
Subsidiaries, collectively, the "Grantors") executed and delivered the Guarantee
and Collateral Agreement, dated as of May 29, 1998 (the "Guarantee and
Collateral Agreement"), among the Grantors, Paribas, as collateral agent and
Lehman Commercial Paper Inc., as administrative agent and (b) certain of the
Grantors executed and delivered other Security Documents; and
WHEREAS, it is a condition precedent to the effectiveness of the Credit
Agreement that each of the Grantors consent to the amendment and restatement of
the Existing Credit Agreement and provide the other agreements, confirmations
and acknowledgements provided herein;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Each of the Grantors hereby (a) confirms receipt of the Credit
Agreement and the Loan Documents, (b) irrevocably consents to the execution and
delivery thereof by the parties thereto and (c) irrevocably agrees that the
obligations of such Grantor under the Guarantee and Collateral Agreement and the
other Security Documents shall remain in full force and effect upon the
effectiveness of the Credit Agreement and the Loan Documents.
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2. All references in the Guarantee and Collateral Agreement and the
other Security Documents to the "Credit Agreement", any "Loan Documents", any
"Lenders" or any "Agent" shall be deemed to be references to the Credit
Agreement, the Loan Documents, the Lenders and the relevant Agent after giving
effect to the amendment and restatement effected by the Credit Agreement, except
that The First National Bank of Chicago, as General Administrative Agent under
the Credit Agreement, hereby assumes, effective upon the effectiveness of the
Credit Agreement, the rights and obligations under the Guarantee and Collateral
Agreement of Lehman Commercial Paper Inc., as administrative agent thereunder,
and Lehman Commercial Paper Inc. hereby resigns in such capacity. All references
in the Security Documents to the "Administrative Agent" shall be deemed to be
references to the General Administrative Agent.
3. Each of the Grantors hereby confirms that the representations and
warranties made by it in any Security Document are true and correct in all
material respects on the date hereof, and the information with respect to such
Grantor set forth in any Security Document or schedule or exhibit thereto is
true, correct and complete in all material respects on the date hereof.
4. Subsection 4.8(a) of the Guarantee and Collateral Agent is amended
to read as follows: "No amount payable to such Grantor under or in connection
with any Receivable is evidenced by any Instrument or Chattel Paper which has
not been delivered to the Collateral Agent, except for Receivables in an amount
not in excess of $5,000,000 in the aggregate; provided that (i) the applicable
Grantor shall deliver to the Collateral Agent any Instrument or Chattel Paper
evidencing any Receivable in an amount greater than $1,000,000 and (ii) during
the existence of an Event of Default, the Grantors shall deliver to the
Collateral Agent, promptly upon its request, all Instruments and Chattel Paper
evidencing any Receivable."
5. This Consent and Confirmation may be executed by one or more of
the parties to this Consent and Confirmation on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. Delivery of an executed signature page
of this Consent and Confirmation by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof. A set of the copies of this
Consent and Confirmation signed by all the parties shall be lodged with the
Borrower and the General Administrative Agent.
6. The provisions of subsections 10.12, 10.13 and 10.17 of the Credit
Agreement are hereby incorporated herein by reference, mutatis mutandis.
7. THIS CONSENT AND CONFIRMATION AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS CONSENT AND CONFIRMATION SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, each of the undersigned has caused this Consent and
Confirmation to be duly executed and delivered as of the date first above
written.
LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent under the
Existing Credit Agreement and the
Guarantee and Collateral Agreement
By: /s/ WILLIAM J. GALLAGHER
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Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as General Administrative Agent
By: /s/ DIXON SCHULTZ
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Title: Vice President
TESORO PETROLEUM CORPORATION
By: /s/ G.A. WRIGHT
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Title:
SUBSIDIARIES OF THE BORROWER:
TESORO PETROLEUM COMPANIES, INC.
By: /s/ G.A. WRIGHT
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Title:
DIGICOMP INC.
By: /s/ G.A. WRIGHT
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Title:
TESORO ALASKA PETROLEUM COMPANY
By: /s/ G.A. WRIGHT
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Title:
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INTERIOR FUELS COMPANY
By: /s/ G. A. WRIGHT
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Title:
KENAI PIPE LINE COMPANY
By: /s/ G. A. WRIGHT
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Title:
TESORO ALASKA PIPELINE COMPANY
By: /s/ G. A. WRIGHT
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Title:
TESORO NORTHSTORE COMPANY
By: /s/ G. A. WRIGHT
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Title:
TESORO REFINING, MARKETING & SUPPLY
COMPANY
By: /s/ G. A. WRIGHT
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Title:
TESORO VOSTOK COMPANY
By: /s/ G. A. WRIGHT
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Title:
TESORO EXPLORATION AND PRODUCTION
COMPANY
By: /s/ G. A. WRIGHT
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Title:
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TESORO E&P COMPANY, L.P.
By: Tesoro Exploration and
Production Company, its
General Partner
By: /s/ G. A. WRIGHT
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Title:
TESORO NATURAL GAS COMPANY
By: /s/ G. A. WRIGHT
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Title:
TESORO PIPELINE COMPANY, L.P.
By: Tesoro Natural Gas Company,
its General Partner
By: /s/ G. A. WRIGHT
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Title:
TESORO BOLIVIA PETROLEUM COMPANY
By: /s/ G. A. WRIGHT
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Title:
TESORO MARINE SERVICES HOLDING
COMPANY
By: /s/ G. A. WRIGHT
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Title:
TESORO LATIN AMERICA COMPANY
By: /s/ G. A. WRIGHT
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Title:
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TESORO MARINE SERVICES, INC.
By: /s/ G.A. WRIGHT
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Title:
TESORO HAWAII CORPORATION
By: /s/ G.A. WRIGHT
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Title:
TESORO SOUTH PACIFIC PETROLEUM
COMPANY
By: /s/ G.A. WRIGHT
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Title:
TESORO FINANCIAL SERVICES HOLDING
COMPANY
By: /s/ JEFFREY B. FABIAN
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Title: President
VICTORY FINANCE COMPANY
By: /s/ DAVID W. DUPERT
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Title: President
TESORO GAS RESOURCES COMPANY, INC.
By: /s/ JEFFREY B. FABIAN
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Title: President