EXHIBIT 4.1
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
THIS FIRST AMENDMENT, dated as of March 15, 2004 (this "AMENDMENT"), is
made to the Credit and Guaranty Agreement dated as of April 17, 2003 (as amended
, amended and restated, supplemented or otherwise modified from time to time,
the "AGREEMENT"), entered into among TESORO PETROLEUM CORPORATION, a Delaware
corporation (the "COMPANY"), certain subsidiaries of the Company as guarantors
(the "GUARANTORS"), the various financial institutions from time to time lender
parties thereto (the "LENDERS"), GOLDMAN SACHS CREDIT PARTNERS L.P., as
administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE
AGENT"), and GOLDMAN SACHS CREDIT PARTNERS L.P., as sole lead arranger, sole
bookrunner and syndication agent. All capitalized terms used but not otherwise
defined herein shall have the meanings assigned in the Agreement, as amended by
this Amendment
RECITALS. The Company has requested that the Agreement be amended (i) to
permit the Company to make Restricted Payments for the purpose of redeeming the
outstanding principal balance of its 9% senior subordinated notes due 2008, and
paying related accrued interest and expenses, including premiums, pursuant to a
distinct exception to the Agreement's covenant that restricts the making of
Restricted Payments, (ii) in partial consideration therefor, to extend the
period pursuant to which the Company cannot voluntarily prepay any Term Loans
(other than with Equity Proceeds as therein expressly provided) to July 15,
2004, and (iii) to make such other changes, in each case, as set forth herein.
No provision of this Amendment is, however, intended to have any of the effects
that are enumerated at Section 13.05(b) or Section 13.05(c) of the Agreement.
Subject to the terms and conditions of this Amendment, the Lenders and the
Administrative Agent are willing to enter into this Amendment. NOW, THEREFORE,
in consideration of the premises, the mutual agreements contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company, Guarantors, Lenders and Administrative Agent
agree as follows:
SECTION 1. AMENDMENTS TO AGREEMENT.
a. SECTION 2.10(b). Section 2.10(b) of the Agreement is hereby amended by
deleting each use of the phrase "April 15, 2004" set forth therein (but, for the
avoidance of doubt, not deleting any use of the phrase "April 15, 2005" or
"April 15 , 2006" set forth therein), and in lieu thereof, substituting the
phrase "July 15, 2004"; and for greater certainty, Section 2.10(b) of the
Agreement is amended and restated to read in its entirety as follows:
"(b) Term Loan Call Protection.
(i) The Company may not voluntarily prepay the Term Loans prior to
July 15, 2004, except that the Company may make such prepayment with
Equity Proceeds as set forth in this clause (i). In the event that for any
reason the Term Loans are voluntarily prepaid prior to July 15, 2004, the
Company shall pay the Lenders a prepayment premium equal to a percentage
of the principal amount of the Term Loans being prepaid, such percentage
equal to the lesser of (1) the applicable per annum interest rate pursuant
to Section 2.05(a)(i) for the day on which such prepayment shall occur and
(2) the applicable per annum interest rate pursuant to Section 2.05(a)(ii)
for a one month Interest Period beginning on the day on which such
prepayment shall occur; provided that:
1
(A) prior to July 15, 2004, the Company shall not be permitted
to prepay the Term Loans having a principal amount greater than 35% of
the aggregate principal amount of Term Loans extended under this
Agreement since the Closing Date;
(B) the Company may elect to make such prepayment only with
the net cash proceeds of one or more Equity Offerings; and
(C) each such prepayment must occur within 90 days of the
closing of such Equity Offering.
(ii)In the event that for any reason the Term Loans are voluntarily
prepaid on or after July 15, 2004, the Company shall pay to Lenders a
prepayment premium equal to the percentage set forth below opposite the
period in which such prepayment shall occur multiplied by the principal
amount of the Term Loans being prepaid. Term Loans may be prepaid without
prepayment premium after April 15, 2006.
Year Ending on Percentage
April 15, 2005 3.00%
April 15, 2006 1.00%
b. SECTION 5.07. Section 5.07 of the Agreement is amended as follows:
(i) in clause (c) of the first paragraph of Section 5.07, the "or"
before "(xii)" in the fourth line thereof is deleted and replaced with a
comma, and such "(xii)" is followed by "or (xiii)"; and as a result
thereof (and for greater certainty), the parenthetical beginning in the
3rd line thereof and ending in the 4th line thereof is amended and
restated to read in its entirety as follows: "(excluding Restricted
Payments permitted by clauses (ii), (iii), (iv), (v), (vi), (viii), (x),
(xi), (xii) or (xiii) of the next succeeding paragraph)";
(ii) in the 2nd paragraph of Section 5.07, the "and" before clause
(xii) will be deleted, and a new clause will be added after such clause
(xii) and before the phrase "provided, further" to read in its entirety as
follows: "and (xiii) the redemption by the Company prior to its stated
maturity of all of the outstanding principal amount of the Company's
outstanding 9% senior subordinated notes due 2008, plus accrued and unpaid
interest and premiums and all other fees and expenses incurred in
connection therewith and all other related payment therewith and
thereon;"; and
(iii) the final clause of the second paragraph of Section 5.07,
which begins "provided, further", shall be amended to read in its entirety
as follows: "provided, further, that with respect to clauses (ii), (iii),
(v), (vi), (vii), (viii), (x), (xi), (xii) and (xiii) above, no Default or
Event of Default shall have occurred and be continuing."
SECTION 2. REPRESENTATIONS AND WARRANTIES. The Company hereby represents
and warrants to each Lender and the Administrative Agent that, as of the date
hereof, (i) the representations and warranties contained in Article IV of the
Agreement and in the other Term Loan Documents to which it or any of the other
Obligors is a party (except to the extent such representations and warranties
relate solely to an earlier date, in which case, such representations and
warranties are true and correct in all material respects as of such respective
earlier dates) are
2
true and correct in all material respects and (ii) no Event of Default has
occurred and is continuing.
SECTION 3. EFFECTIVENESS. This Amendment shall become effective upon the
execution of one or more counterparts hereof by the Company and the Requisite
Lenders. Upon such execution and delivery of this Amendment, the Agreement shall
be amended in accordance herewith, and this Amendment shall form a part of the
Agreement for all purposes.
SECTION 4. AGREEMENT REMAINS IN FULL FORCE AND EFFECT. Except as amended
by this Amendment, all provisions in the Agreement shall remain in full force
and in effect and in all respects are ratified and confirmed. For greater
certainty, the parties (i) confirm that the amendments effected by this
Amendment, and the payment by the Company and the receipt by the Lenders of a
fee in respect of the consent of the Lenders to such amendments, are not
intended by the parties to (a) discharge, rescind, cancel or extinguish all or
any part of the indebtedness represented by the outstanding Term Loans or (b)
effect a novation, reissuance or disposition of the indebtedness represented by
the outstanding Term Loans or to create a new indebtedness in respect of the
indebtedness represented by the outstanding Term Loans and (ii) ratify, confirm
and continue (a) all Liens and other benefits granted by them pursuant to the
Security Documents for the security of the Term Loan Obligations, as valid and
subsisting Liens and benefits, and (b) all guarantee obligations hereunder, as
valid and subsisting obligations.
SECTION 5. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by different parties hereto on separate
counterparts and by facsimile, each of which when so executed and delivered
shall be an original, but all the counterparts shall together constitute one and
the same instrument.
SECTION 6. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW PRINCIPLES THEREOF.
SECTION 7. SEVERABILITY. In case any provision in, or obligation under,
any Term Loan Document shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligation, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.
SECTION 8. ENTIRE AGREEMENT. THIS WRITTEN AMENDMENT AND THE OTHER TERM
LOAN DOCUMENTS 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 AMONG THE
PARTIES.
[SIGNATURES BEGIN IN THE FOLLOWING PAGE]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective authorized officers as of the
day and year first above written.
TESORO PETROLEUM CORPORATION
/s/ Gregory A. Wright
---------------------------------------
Name: Gregory A. Wright
Title: Executive Vice President and
Chief Financial Officer
DIGICOMP INC., as Guarantor
FAR EAST MARITIME COMPANY, as
Guarantor
GOLD STAR MARITIME COMPANY, as
Guarantor
KENAI PIPE LINE COMPANY, as
Guarantor
SMILEY'S SUPER SERVICE, INC., as
Guarantor
TESORO ALASKA PIPELINE COMPANY, as
Guarantor
TESORO AVIATION COMPANY,as Guarantor
TESORO FINANCIAL SERVICES HOLDING
COMPANY, as Guarantor
TESORO HAWAII CORPORATION as
Guarantor
TESORO HIGH PLAINS PIPELINE
COMPANY, as Guarantor
TESORO MARINE SERVICES HOLDING
COMPANY, as Guarantor
TESORO MARINE SERVICES, LLC., as
Guarantor
BY: Tesoro marine Services Holding
Company, as sole member
TESORO MARITIME COMPANY, as Guarantor
TESORO NORTHSTORE COMPANY, as
Guarantor
TESORO PETROLEUM COMPANIES, INC. as
Guarantor
TESORO REFINING AND MARKETING
COMPANY, as Guarantor
TESORO TECHNOLOGY COMPANY, as
Guarantor
TESORO TRADING COMPANY, as Guarantor
VICTORY FINANCE COMPANY, as Guarantor
/s/ Gregory A. Wright
---------------------------------------
Name: Gregory A. Wright
Title:Executive Vice President and
Chief Financial Officer
4
TESORO GAS RESOURCES COMPANY, INC., as
Guarantor
TESORO VOSTOK COMPANY, as Guarantor
TESORO WASATCH, LLC, as Guarantor
BY: Tesoro Petroleum Corporation,
as sole member
By: /s/ G. Scott Spendlove
------------------------------------
Name: G. Scott Spendlove
Title:Vice President, Finance and
Treasurer
GOLDMAN SACHS CREDIT PARTNERS L.P., as
administrative agent
/s/ ILLEGIBLE
---------------------------------------
Name: ILLEGIBLE
Title: ILLEGIBLE
LENDERS' SIGNATURES ON THE FOLLOWING PAGES
5
SANKATY HIGH YIELD PARTNERS II, L.P.
as a Lender
By: /s/ DIANE J. EXTER
----------------------------------------
Name : DIANE J. EXTER
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
(Amendment No. 1 to Tesoro Credit Agreement)
Sankaty Advisors, LLC as Collateral
Manager for AVERY POINT CLO,
LTD., as Term Lender
as a Lender
By: /s/ DIANE J. EXTER
---------------------------------------
Name : DIANE J. EXTER
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
(Amendment No. 1 to Tesoro Credit Agreement)
HARBOURVIEW CLO V, LTD.
as a Lender
By: /s/ Lisa Chaffee
------------------------------------------
Name : Lisa Chaffee
Title: Manager
(Amendment No. 1 to Tesoro Credit Agreement)
HARBOURVIEW CLO IV, LTD.
as a Lender
By: /s/ Lisa Chaffee
----------------------------------------------
Name : Lisa Chaffee
Title: Manager
(Amendment No. 1 to Tesoro Credit Agreement)
OPPENHEIMER SENIOR FLOATING RATE
FUND
as a Lender
By: /s/ Lisa Chaffee
----------------------------------
Name: Lisa Chaffee
Title: Manager
(Amendment No. 1 to Tesoro Credit Agreement)
SUNAMERICA SENIOR FLOATING RATE
FUND INC.
BY: STANFIELD CAPITAL PARTNERS LLC
AS SUBADVISOR
as a Lender
By: /s/ Christopher E. Jansen
---------------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
(Amendment No. 1 to Tesoro Credit Agreement)
TRS CALLISTO, LLC
as a Lender
By /s/ Deborah O'Keeffe
------------------------------------
Name: Deborah O'Keeffe
Title: Vice President
(Amendment No. 1 to Tesoro Credit Agreement)
STANFIELD QUATTRO CLO, LTD.
By: STANFIELD CAPITAL PARTNERS LLC
AS ITS COLLATERAL MANAGER
as a Lender
By: /s/ Christopher E. Jansen
-----------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
(Amendment No. 1 to Tesoro Credit Agreement)
WINDSOR LOAN FUNDING, LIMITED
BY: STANFIELD CAPITAL PARTNERS LLC
AS ITS INVESTMENT MANAGER
as a Lender
By: /s/ Christopher E. Jansen
-------------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
(Amendment No. 1 to Tesoro Credit Agreement)
STANFIELD ARBITRAGE CDO, LTD.
BY: STANFIELD CAPITAL PARTNERS LLC
AS ITS COLLATERAL MANAGER
as a lender
By: /s/ Christopher E. Jansen
-------------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
(Amendment No. 1 to Tesoro Credit Agreement)
Stanfield CLO Ltd.
By:Stanfield Capital Partners LLC
as its Collateral Manager
as a Lender
By: /s/ Christopher E. Jansen
---------------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
(Amendment No. 1 to Tesoro Credit Agreement)
STEIN ROE & FARNHAM CLO I LTD.
By:Columbia Management Advisors,Inc.
(f/k/a Stein Roe & Farnham Incorporated)
As Portfolio Manager
as a Lender
By: /s/ James R. Fellows
----------------------------------------
Name: James R. Fellows
Title: Sr. Vice President & Portfolio Manager
(Amendment No. 1 to Tesoro Credit Agreement)
COLUMBIA FLOATING RATE
LIMITED LIABILITY COMPANY
(f/k/a Stein Roe Floating Rate Limited Liability
Company)
By: Columbia Management Advisors, Inc.,
As Advisors
as a Lender
By: /s/ James R. Fellows
---------------------------------------
Name: James R. Fellows
Title: Sr. Vice President & Portfolio Manager
(Amendment No. 1 to Tesoro Credit Agreement)
AIG SUNAMERICA LIFE ASSURANCE COMPANY
BY:AIG GLOBAL INVESTMENT CORP.
AS INVESTMENT ADVISOR
as a Lender
By: /s/ Steven S. Oh
----------------------------------
Name: Steven S. Oh
Title: Managing Director
(Amendment No. 1 to Tesoro Credit Agreement)
GALAXY CLO 1999-1, LTD.
BY:AIG GLOBAL INVESTMENT CORP.
AS COLLATERAL MANAGER
As a Lender
By: /s/ Steven S. Oh
-----------------------------------
Name: Steven S. Oh
Title: Managing Director
(Amendment No. 1 to Tesoro Credit Agreement)
GALAXY CLO 2003-1, LTD.
BY: AIG GLOBAL INVESTMENT CORP.
AS INVESTMENT ADVISOR
as a Lender
By: /s/ Steven S. Oh
-----------------------------------
Name: Steven S. Oh
Title: Managing Director
(Amendment No. 1 to Tesoro Credit Agreement)
NUVEEN SENIOR INCOME FUND, as a
Lender
By: Symphony Asset Management LLC
By: /s/ Lenny Mason
-----------------------------------
Name: Lenny Mason
Title: Portfolio Manager
(Amendment No. 1 to Tesoro Credit Agreement)
CITICORP INSURANCE AND
INVESTMENT TRUST
as a Lender
BY TRAVELERS ASSET MANAGEMENT
INTERNATIONAL COMPANY, LLC
By: /s/ ALLEN CANTRELL
----------------------------------
Name: ALLEN CANTRELL
TItle: INVESTMENT OFFICER
(Amendment No. 1 to Tesoro Credit Agreement)
CITIGROUP INVESTMENTS CORPORATE
LOAN FUND, INC.
By: Travelers Asset Management International
Company LLC
By: /s/ Roger Yee
-----------------------------------
Name: Roger Yee
Title: Vice President
(Amendment No. 1 to Tesoro Credit Agreement)
MONUMENT CAPITAL LIMITED
as a Lender
By: /s/ Robert Bayer
-------------------------
Name: Robert Bayer
Title: Vice President
(Amendment No. 1 to Tesoro Credit Agreement)
NEW ALLIANCE GLOBAL CDO, LIMITED
as a Lender
By: /s/ Robert Bayer
--------------------------
Name: Robert Bayer
Title: Vice President
(Amendment No. 1 to Tesoro Credit Agreement)
ALLSTATE LIFE INSURANCE COMPANY
as a Lender
By: /s/ CHRIS GOERGEN
-------------------------------
Name: Chris Goergen
Title: Senior Portfolio Manager
By: /s/ JERRY D. ZINKULA
-------------------------------
Name: Jerry D. Zinkula
Title: Managing Director
(Amendment No. 1 to Tesoro Credit Agreement)
AIMCO CDO SERIES 2000-A
as a Lender
By: /s/ CHRIS GOERGEN
-------------------------------
Name: Chris Goergen
Title: Senior Portfolio Manager
By: /s/ JERRY D. ZINKULA
-------------------------------
Name: Jerry D. Zinkula
Title: Managing Director
(Amendment No. 1 to Tesoro Credit Agreement)
AIMCO CLO SERIES 2001-A
as a lender
By: /s/ CHRIS GOERGEN
-------------------------------
Name: Chris Goergen
Title: Senior Portfolio Manager
By: /s/ JERRY D. ZINKULA
-------------------------------
Name: Jerry D. Zinkula
Title: Managing Director
(Amendment No. 1 to Tesoro Credit Agreement)
AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager
as a Lender
By: /s/ David P. Meyer
-----------------------------------
Name: David P. Meyer
Title: Vice President
(Amendment No. 1 to Tesoro Credit Agreement)
ORIX FUNDING LLC
as a Lender
By: /s/ Ann E. Morris
-----------------------
Name: ANN E.MORRIS
Title: ASST VICE PRESIDENT
(Amendment No. 1 to Tesoro Credit Agreement)
BEAR STEARNS INVESTMENT PRODUCTS INC.
as a Lender
By: /s/ Richard Bram Smith
-------------------------------
Name: Richard Bram Smith
Title: Vice President
(Amendment No. 1 to Tesoro Credit Agreement)
SIERRA CLO I
as a Lender
By: /s/ John M. Casparian
----------------------------------
Name: John M. Casparian
Title: Chief Operating Officer
Centre Pacific, Manager
(Amendment No. 1 to Tesoro Credit Agreement)
TRUMBULL THC
as a Lender
By: /s/ Koren E. Sumser
-----------------------------
Name: Koren E. Sumser
Title: Vice President
(Amendment No. 1 to Tesoro Credit Agreement)
ELT LTD.
as a Lender
By: /s/ ANN E. MORRIS
-----------------------
Name: ANN E. MORRIS
Title: AUTHORIZED AGENT
(Amendment No. 1 to Tesoro Credit Agreement)
THE TRAVELERS INSURANCE COMPANY
as a Lender
By: /s/ ALLEN CANTRELL
----------------------------------
Name: ALLEN CANTRELL
Title: INVESTMENT OFFICER
(Amendment No. 1 to Tesoro Credit Agreement)
COLUMBIA FLOATING RATE
ADVANTAGE FUND
(f/k/a Liberty Floating Rate Advantage Fund)
By: Columbia Management Advisors, Inc.,
As Advisor
as a Lender
By: /s/ James R. Fellows
----------------------------------
Name: James R. Fellows
Title: Sr. Vice President & Portfolio Manager
(Amendment No. 1 to Tesoro Credit Agreement)
SRF TRADING, INC.
as a Lender
By: /s/ ANN E. MORRIS
----------------------------
Name: ANN E. MORRIS
Title: ASST VICE PRESIDENT
(Amendment No. 1 to Tesoro Credit Agreement)
AURUM CLO 2002-1 LTD.
By: Columbia Management Advisors, Inc.
(f/k/a Stein Roe & Farnham Incorporated),
As Investment Manager
as a Lender
By: /s/ James R. Fellows
------------------------------------
Name: James R. Fellows
Title: Sr. Vice President & Portfolio Manager
(Amendment No. 1 to Tesoro Credit Agreement)
SRF 2000, INC.
as a Lender
By: /s/ ANN E. MORRIS
---------------------------
Name: ANN E. MORRIS
Title: ASST VICE PRESIDENT
(Amendment No. 1 to Tesoro Credit Agreement)
CSAM Funding III
as a Lender
By: /s/ Andrew H. Marshak
-------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
(Amendment No. 1 to Tesoro Credit Agreement)
BLUE SQUARE FUNDING LIMITED SERIES 3
as a Lender
By: /s/ Jennifer DiPasquale
-------------------------
Name: Jennifer DiPasquale
Title: Assistant Vice President
(Amendment No. 1 to Tesoro Credit Agreement)
FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR
FLOATING RATE HIGH INCOME FUND
as a Lender
By: /s/ Mark Osterheld
----------------------------
Name: Mark Osterheld
Title: Assistant Treasurer
(Amendment No. 1 to Tesoro Credit Agreement)
First Dominion Funding II
as a Lender
By: /s/ Andrew H. Marshak
----------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
(Amendment No. 1 to Tesoro Credit Agreement)
First Dominion Funding III
as a Lender
By: /s/ Andrew H. Marshak
----------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
(Amendment No. 1 to Tesoro Credit Agreement)
FOOTHILL INCOME TRUST, L.P.
as a Lender
By: FIT GP, LLC its general partner
By: /s/ Dennis Ascher
----------------------
Name: Dennis Ascher
Title: Managing Member
(Amendment No. 1 to Tesoro Credit Agreement)
FRANKLIN CLO III, LIMITED
as a Lender
By: /s/ Richard Hsu
--------------------
Name: Richard Hsu
Title: Vice President
(Amendment No. 1 to Tesoro Credit Agreement)
FRANKLIN FLOATING RATE TRUST
as a Lender
By: /s/ Richard Hsu
---------------------
Name: Richard Hsu
Title: Asst. Vice President
(Amendment No. 1 to Tesoro Credit Agreement)
FRANKLIN FLOATING RATE MASTER
SERIES
as a Lender
By: /s/ Richard Hsu
----------------------------
Name: Richard Hsu
Title: Asst. Vice President
(Amendment No. 1 to Tesoro Credit Agreement)
FRANKLIN CLO II, LIMITED
as a Lender
By: /s/ Richard Hsu
----------------------------
Name: Richard Hsu
Title: Vice President
(Amendment No. 1 to Tesoro Credit Agreement)
FRANKLIN FLOATING RATE DAILY
ACCESS FUND
as a Lender
By: /s/ Richard Hsu
----------------------------
Name: Richard Hsu
Title: Asst. Vice President
(Amendment No. 1 to Tesoro Credit Agreement)
HIGHLAND LEGACY LIMITED
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.
AS COLLATERAL MANAGER
as a Lender
By: /s/ Todd Travers
--------------------
Name: Todd Travers
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
(Amendment No. 1 to Tesoro Credit Agreement)
ELF FUNDING TRUST I
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.
AS COLLATERAL MANAGER
as a Lender
By: /s/ Todd Travers
--------------------
Name: Todd Travers
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
(Amendment No. 1 to Tesoro Credit Agreement)
GLENEAGLES TRADING LLC
as a Lender
By: /s/ Ann E. Morris
--------------------------
Name: ANN E. MORRIS
Title: ASST VICE PRESIDENT
(Amendment No. 1 to Tesoro Credit Agreement)
RESTORATION FUNDING CLO, LTD.
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.
AS COLLATERAL MANAGER
as a Lender
By: /s/ Todd Travers
-----------------------------
Name: Todd Travers
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
(Amendment No. 1 to Tesoro Credit Agreement)
Emerald Orchard Limited
as a Lender
By: /s/ Stacey Malek
-------------------------------------
Name: STACEY MALEK
Title: ATTORNEY IN FACT
(Amendment No. 1 to Tesoro Credit Agreement)
HCM US LOANS MAC 43, LTD.
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.
AS PORTFOLIO MANAGER
as a Lender
By: /s/ Todd Travers
-------------------------------
Name: Todd Travers
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
(Amendment No. 1 to Tesoro Credit Agreement)
HIGHLAND LOAN FUNDING V, LTD.
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.
AS COLLATERAL MANAGER
as a Lender
By: /s/ Todd Travers
-------------------------------------
Name: Todd Travers
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
(Amendment No. 1 to Tesoro Credit Agreement)
Toronto Dominion (New York), Inc.
as a Lender
BY: /s/ Stacey Malek
----------------------
Name: STACEY MALEK
Title: VICE PRESIDENT
(Amendment No. 1 to Tesoro Credit Agreement)
KZH RIVERSIDE LLC
BY: /s/ Susan Lee
-------------------------
Name: SUSAN LEE
Title: AUTHORIZED AGENT
(Amendment No. 1 to Tesoro Credit Agreement)
KZH SOLEIL LLC
By: /s/ Susan Lee
--------------------------------
Name: SUSAN LEE
Title: AUTHORIZED AGENT
(Amendment No. 1 to Tesoro Credit Agreement)
KZH SOLEIL-2 LLC
By : /s/ SUSAN LEE
--------------------------------------
Name: SUSAN LEE
Title: AUTHORIZED AGENT
(Amendment No. 1 to Tesoro Credit Agreement)
CONTINENTAL CASUALTY COMPANY
as a Lender
By: /s/ Marilou R. McGirr
---------------------------------------
Name: Marilou R. McGirr
Title: Vice President and Assistant
Treasurer
(Amendment No. 1 to Tesoro Credit Agreement)
CONTINENTAL ASSURANCE COMPANY ON
BEHALF OF ITS SEPARATE ACCOUNT (E)
as a Lender
By: /s/ Marilou R. McGirr
---------------------------------------
Name: Marilou R. McGirr
Title: Vice President and Assistant
Treasurer
(Amendment No. 1 to Tesoro Credit Agreement)
Longhorn CDO (Cayman) LTD
By: Merrill Lynch Investment Managers, L.P.
as Investment Advisor
By: /s/ Omar Jama
---------------------------------
Omar Jama
Authorized Signatory
Longhorn CDO II, LID.
By: Merrill Lynch Investment Managers, L.P.
as Investment Advisor
By: /s/ Omar Jama
---------------------------------
Omar Jama
Authorized Signatory
Longhorn CDO III, LTD.
By: Merrill Lynch Investment Managers, L.P.
as Investment Advisor
By: /s/ Omar Jama
---------------------------------
Omar Jama
Authorized Signatory
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Investment Managers, L.P.
as Investment Advisor
By: /s/ Omar Jama
---------------------------------
Omar Jama
Authorized Signatory
Master Senior Floating Rate Trust
By: /s/ Omar Jama
---------------------------------
Omar Jama
Authorized Signatory
(Amendment No. 1 to Tesoro Credit Agreement)
METROPOLITAN LIFE INSURANCE
COMPANY
as a Lender
By: /s/ JAMES R. DINGLER
---------------------------------------
Name: James R. Dingler
Title: Director
(Amendment No. 1 to Tesoro Credit Agreement)
MADISON AVENUE CDO IV LTD. BY:
METROPOLITAN LIFE INSURANCE
COMPANY, AS COLLATERAL MANAGER
as a Lender
By: /s/ JAMES R. DINGLER
---------------------------------------
Name: James R. Dingler
Title: Director
(Amendment No. 1 to Tesoro Credit Agreement)
MORGAN STANLEY PRIME INCOME TRUST
as a Lender
By: /s/ Elizabeth Bodisch
---------------------------------------
Name: Elizabeth Bodisch
Title: Authorized Signatory
(Amendment No. 1 to Tesoro Credit Agreement)
NATEXIS BANQUES POPULAIRES
as a Lender
By: /s/ Daniel Payer
---------------------------------------
Name: Daniel Payer
Title: Vice President
By: /s/ Louis P. Laville
---------------------------------------
Name: Louis P. Laville, III
Title: Vice President and Group Manager
(Amendment No. 1 to Tesoro Credit Agreement)
CLYDESDALE CLO 2003 LTD.
as a Lender
NOMURA CORPORATE RESEARCH By: /s/ Richard W. Stewart
AND ASSET MANAGEMENT INC., ---------------------------------------
AS Name: Richard W. Stewart
AGENT Title: Managing Director
(Amendment No. 1 to Tesoro Credit Agreement)