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ITEM 14(a)3, EXHIBIT 4.11
FIRST AMENDMENT TO AMENDED AND RESTATED
SECURITY AGREEMENT
(Pledge)
THIS FIRST AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT (Pledge)
(this "First Amendment") is executed as of September 12, 1996, by TESORO
PETROLEUM CORPORATION, a Delaware corporation, with principal offices at 8700
Tesoro Drive, San Antonio, Texas 78217 ("Pledgor"); in favor of BANQUE PARIBAS,
with offices at 1200 Smith Street, Houston, Texas 77002, as Administrative
Agent ("Secured Party") for the Issuing Banks and the Lenders parties to the
Credit Agreement referred to below.
RECITALS:
A. Pledgor, Banque Paribas, as Administrative Agent, The Bank of
Nova Scotia, as Documentation Agent and various lenders (the "Lenders") entered
into that certain Amended and Restated Credit Agreement dated as of June 7,
1996 (the "Credit Agreement").
B. The conditions precedent to the effectiveness of the Credit
Agreement included the execution and delivery by Pledgor of that certain
Amended and Restated Security Agreement (Pledge) dated of even date therewith
(the "Security Agreement").
C. Pledgor and Secured Party mutually desire to amend (i) the
description of the "Collateral" (as defined in the Security Agreement) by
amending Exhibit A to the Security Agreement to include additional Securities
and (ii) the definition of Issuer by amending Schedule 1.02 to the Security
Agreement to include additional Persons.
D. Therefore, for and in consideration of the premises and the
agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Pledgor and Secured
Party hereby agree as follows:
AGREEMENT:
1. All capitalized terms used but not defined in this First
Amendment which are defined in the Security Agreement or the Credit Agreement
shall have the same meanings herein as therein unless the context otherwise
requires.
2. The definition of Collateral in Section 1.02 of the Security
Agreement and Exhibit A to the Security Agreement are each hereby supplemented
to include the securities described on Exhibit A attached hereto (the
"Additional Securities").
3. The definition of Issuer in Section 1.02 of the Security
Agreement and Schedule 1.02 to the Security Agreement are each hereby
supplemented to include the Persons described on Schedule 1.02 attached hereto
(the "Additional Issuers").
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4. Section 1.02 of the Security Agreement is hereby further amended
and supplemented as follows:
(i) the term "Security Agreement", as defined in Section 1.02,
is hereby amended to mean the Security Agreement, as amended and
supplemented by this First Amendment, and as the same may from time to
time be further amended or supplemented.
(ii) added thereto is a new definition to read in its entirety
as follows:
"First Amendment" shall mean that certain First Amendment
to Amended and Restated Security Agreement (Pledge) dated as of
September 12, 1996, by and between Pledgor and Secured Party.
5. Pledgor hereby confirms that it has assigned and granted and does
hereby assign and grant to Secured Party a security interest in, lien upon and
a right of set-off against all of the Collateral, including the Additional
Securities, and all other Property relating thereto, arising therefrom, or in
any way connected therewith, as security for the Obligations.
6. Pledgor represents and warrants to Secured Party that (i) there
exists no default or event of default or any condition or act which
constitutes, or with notice or lapse of time would constitute an Event of
Default under the Credit Agreement or the Security Agreement, as amended and
supplemented hereby; (ii) Pledgor has performed and complied with all
covenants, agreements and conditions contained in the Security Agreement, as
amended and supplemented hereby, required to be performed or complied with by
it; and (iii) the representations and warranties of Pledgor contained in the
Security Agreement, as amended and supplemented hereby, were true and correct
when made and are true and correct in all material respects as of the time of
delivery of this First Amendment.
7. On and after the date on which this First Amendment becomes
effective, the terms "Security Agreement", "hereof", "herein", "hereunder" and
terms of like import, when used in the Security Agreement shall, except where
the context otherwise requires, refer to the Security Agreement, as amended and
supplemented hereby.
8. Except as amended by this First Amendment, the Security Agreement
shall remain in full force and effect, and Pledgor hereby reaffirms all
covenants, representations and warranties made in the Security Agreement, as
amended and supplemented hereby.
8. This First Amendment shall benefit and bind the parties hereto
and their respective assigns, successors and legal representatives.
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WITNESS THE EXECUTION HEREOF as of the date first above written.
PLEDGOR: TESORO PETROLEUM CORPORATION
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By: /s/ G. A. WRIGHT
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Name: G.A. Wright
Title: Vice President, Corporate
Communications and Treasurer
SECURED PARTY: BANQUE PARIBAS, AS ADMINISTRATIVE
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By: /s/ BRIAN MALONE
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Name: Brian Malone
Title: Vice President
By: /s/ BARTON D. SCHOUEST
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Name: Barton D. Schouest
Title: Group Vice President
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SCHEDULE 1.02
ADDITIONAL ISSUERS
Tesoro Financial Services Holding Company, a Delaware corporation
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EXHIBIT A
ADDITIONAL SECURITIES
1000 shares of the common stock of Tesoro Financial Services Holding Company, a
Delaware corporation ("TFHSC"), registered in the name of Tesoro Petroleum
Corporation on the books of TFHSC, as represented by Certificate No. 1.
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