Affirmation of Loan Documents

EX-10.2 3 d18684exv10w2.txt AFFIRMATION OF LOAN DOCUMENTS EXHIBIT 10.2 AFFIRMATION OF LOAN DOCUMENTS Each of the undersigned hereby acknowledges receipt of a copy of the Third Amended and Restated Credit Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement") dated as of May 25, 2004 by and among Tesoro Petroleum Corporation (the "Borrower"), the financial institutions from time to time party thereto as Lenders (the "Lenders") and Bank One, NA, as Administrative Agent (the "Administrative Agent"). Capitalized terms used in this Affirmation of Loan Documents and not defined herein shall have the meanings given to them in the Credit Agreement. Each of the undersigned affirms the terms and conditions of each Loan Document executed by it, including, without limitation, the Security Agreement and the Guaranty, and acknowledges and agrees that each such Loan Document executed by it in connection with the Prior Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. However, the Security Agreement is modified as follows: Petroleum Inventory directly acquired by the Borrower or any Subsidiary thereof through the use of those Letters of Credit described in Section 6.14.7 of the Credit Agreement shall not be subject to the Lien granted under the Security Agreement only until such Petroleum Inventory is no longer subject to any Lien which may have been granted to the applicable issuer(s) of such Letters of Credit in accordance with Section 6.15.24 of the Credit Agreement. Each of the undersigned hereby acknowledge and agree that such Petroleum Inventory, when not subject to such Letter of Credit issuer's Lien, shall be subject to the Lien granted under the Security Agreement. Each reference to the "Credit Agreement" contained in the above-referenced documents shall be a reference to the Credit Agreement as the same may from time to time hereafter be amended, modified, supplemented or restated. Dated: September 29, 2004 DIGICOMP, INC. FAR EAST MARITIME COMPANY TESORO ALASKA COMPANY GOLD STAR MARITIME COMPANY TESORO AVIATION COMPANY SMILEY'S SUPER SERVICE, INC. TESORO ENVIRONMENTAL RESOURCES COMPANY TESORO HAWAII CORPORATION TESORO GAS RESOURCES COMPANY, INC. TESORO MARITIME COMPANY TESORO NORTHSHORE COMPANY By: /s/ GREGORY A. WRIGHT TESORO PETROLEUM COMPANIES, INC. --------------------------- TESORO PETROLEUM CORPORATION Name: Gregory A. Wright TESORO REFINING AND MARKETING COMPANY Title: Executive Vice President TESORO TRADING COMPANY and Chief Financial Officer TESORO VOSTOK COMPANY TESORO WASATCH, LLC VICTORY FINANCE COMPANY By: /s/ G. SCOTT SPENDLOVE --------------------------------- Name: G. Scott Spendlove Title: Vice President, Finance and Treasurer TESORO FINANCIAL SERVICES HOLDING COMPANY By: /s/ CHARLES L. MAGEE --------------------------------- Name: Charles L. Magee Title: President SIGNATURE PAGE TO AFFIRMATION OF LOAN DOCUMENTS Acknowledged and agreed as of the date first set forth above BANK ONE, NA (MAIN OFFICE CHICAGO) By: /s/ HELEN A. CARR ----------------------------- Name: Helen A. Carr Title: First Vice President SIGNATURE PAGE TO AFFIRMATION OF LOAN DOCUMENTS