THE PREMCOR REFINING GROUP INC.
AMENDMENT NO. 3
TO CREDIT AGREEMENT
This AMENDMENT NO. 3 (the "Amendment") is dated as of December 31,
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2000 and entered into by and among The Premcor Refining Group Inc. (f/k/a Clark
Refining & Marketing, Inc.), a Delaware corporation (the "Company"), Bankers
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Trust Company, a New York Banking corporation, as Administrative Agent and
Collateral Agent, The Toronto-Dominion Bank, a Canadian chartered bank, as
Syndication Agent, and Fleet National Bank (f/k/a BankBoston, N.A.), a national
banking association ("Fleet"), as Documentation Agent, and the other financial
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institutions party hereto (the "Banks"). This Amendment amends the Credit
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Agreement (as amended, amended and restated, supplemented or otherwise modified,
the "Credit Agreement") dated as of November 19, 1999 by and among the parties
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hereto. Capitalized terms used herein without definition shall have the same
meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, the parties hereto entered into the Credit Agreement, which
provides for a loan facility to the Company;
WHEREAS, the Company has determined that it is in the best interest of
the Company to close its refinery located near Blue Island, Illiniois (the "Blue
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Island Refinery"); and
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WHEREAS, in connection with the closing of the Blue Island Refinery,
the Company has requested and the Banks have agreed to make certain amendments
to the Credit Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS TO THE CREDIT AGREEMENT
1.01 Amendment to Section 1.01 of the Credit Agreement. The defined term
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"Tangible Net Worth" shall be amended by inserting the words "(i)" after the
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words "Any calculation of Tangible Net Worth shall be adjusted to eliminate" in
the last
sentence thereof and by inserting the following clauses at the end of the last
sentence thereof:
",(ii) a one-time, non-cash charge taken in connection with the write down
of property, plant or equipment with respect to the closing of the Company's
refinery located near Blue Island, Illinois, determined in accordance with GAAP,
to the extent that such charge is less than or equal to $105,000,000 and (iii) a
reserve for costs taken in connection with the closing of the Company's refinery
located near Blue Island, Illinois, determined in accordance with GAAP, to the
extent such reserve is less than or equal to $50,000,000."
1.02 Section 7.05 and Section 8.02 to the Credit Agreement. For
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avoidance of doubt, the closing of the Company's refinery located near Blue
Island, Illinois shall not be deemed to create a default or event of default
under Section 7.05 or Section 8.02 of the Credit Agreement.
ARTICLE II
EFFECTIVENESS OF AMENDMENTS
This Amendment shall become effective on the opening of business in
New York on the Business Day (the "Effective Date") on which the Administrative
Agent has notified the Company and the Banks that the Administrative Agent has
executed a counterpart signature page of this Amendment and has received
executed counterpart signature pages of this Amendment from the Company and the
Majority Banks.
ARTICLE III
MISCELLANEOUS
3.01 Reference to and Effect on the Credit Agreement and the Other Loan
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Documents.
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(a) This Amendment modifies the Credit Agreement to the extent set forth
herein, is hereby incorporated by reference into the Credit Agreement and
is made a part thereof. On and after the effective date, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein"
or words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to the "Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit Agreement as amended
by this Amendment.
(b) Except as specifically amended by this Amendment, the Credit Agreement
and the other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.
(c) The execution, delivery and performance of this Amendment shall not,
except as expressly provided herein, constitute a waiver of any provision
of, or operate as a waiver of any right, power or remedy of the
Administrative Agent, any Bank or any Issuing Bank under, the Credit
Agreement or any of the other Loan Documents.
3.02 Representations and Warranties; No Default or Event of Default. On
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the date of effectiveness of any of the amendments and waivers herein (after
giving effect to the consummation of the transactions contemplated by this
Amendment to have occurred on or prior to such date), the Company shall be
deemed to have certified to the Banks that, after giving effect to the
amendments and waivers contained herein that become effective on such date (i)
all of the representations and warranties contained in the Credit Agreement are
true and correct on and as of the date thereof with the same effect as if made
on and as of such date (except to the extent such representations and warranties
expressly refer to an earlier date, in which case they shall be true and correct
as of such earlier date and except to the extent (x) the representations and
warranties set forth in Section 6.05 of the Credit Agreement relate to any
litigation which has been specifically disclosed to the Banks and which has been
added to Schedule 6.05 to the Credit Agreement with the written approval of the
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Majority Banks and (y) the representation and warranty set forth in Section 6.25
of the Credit Agreement relates to any event or condition which has been
specifically disclosed to the Banks and which has been added to Schedule 6.25 to
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the Credit Agreement with the written approval of the Majority Banks) and (ii)
no Default or Event of Default exists as of the Effective Date.
3.03 Headings. Section and subsection headings in this Amendment are
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included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
3.04 Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE
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CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
3.05 Counterparts. This Amendment may be executed in any number of
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counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
THE PREMCOR REFINING GROUP INC.
By:___________________________________
Name:
Title:
AGENTS
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BANKERS TRUST COMPANY
as Administrative Agent
and Collateral Agent
By:___________________________________
Name:
Title:
THE TORONTO DOMINION BANK
as Syndication Agent
By:___________________________________
Name:
Title:
FLEET NATIONAL BANK
(f/k/a BankBoston, N.A.)
as Documentation Agent
By:___________________________________
Name:
Title:
BANKS
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ABN AMRO BANK
as a Bank
By:___________________________________
Name:
Title:
By:
Name:
Title:
ARAB BANKING CORPORATION (B.S.C.)
as a Bank
By:___________________________________
Name:
Title:
BANKERS TRUST COMPANY
as a Bank
By:
Name:
Title:
COMERICA BANK
as a Bank
By:___________________________________
Name:
Title:
CONGRESS FINANCIAL CORPORATION
as a Bank
By:___________________________________
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
as a Bank
By:___________________________________
Name:
Title:
FLEET NATIONAL BANK
(f/k/a BankBoston, N.A.)
as a Bank
By:
Name:
Title:
GMAC COMMERCIAL CREDIT LLC
as a Bank
By:___________________________________
Name:
Title:
HELLER FINANCIAL, INC.
as a Bank
By:___________________________________
Name:
Title:
HIBERNIA NATIONAL BANK
as a Bank
By:___________________________________
Name:
Title:
JACKSON NATIONAL LIFE INSURANCE COMPANY
as a Bank
By: PPM Finance, Inc.,
as Attorney-in-Fact
By:___________________________________
Name:
Title:
SIEMENS CREDIT CORP.
as a Bank
By:___________________________________
Name:
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY
as a Bank
By:___________________________________
Name:
Title:
SOVEREIGN BANK
as a Bank
By:___________________________________
Name:
Title:
TEXTRON FINANCIAL CORPORATION
as a Bank
By:___________________________________
Name:
Title:
TORONTO DOMINION (TEXAS), INC.
as a Bank
By:___________________________________
Name:
Title:
TRANSAMERICA BUSINESS CREDIT CORPORATION
as a Bank
By:___________________________________
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
as a Bank
By:___________________________________
Name:
Title:
WELLS FARGO BANK (TEXAS), N.A.
as a Bank
By:___________________________________
Name:
Title:
ISSUING BANKS
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BANKERS TRUST COMPANY
as Issuing Bank
By:___________________________________
Name:
Title:
THE TORONTO DOMINION BANK
as Issuing Bank
By:___________________________________
Name:
Title:
FLEET NATIONAL BANK
(f/k/a BankBoston, N.A.)
as Issuing Bank
By:___________________________________
Name:
Title:
ABN AMRO BANK
as Issuing Bank
By:___________________________________
Name:
Title:
COMERICA BANK DETROIT
as Issuing Bank
By:___________________________________
Name:
Title: