First Amendment to the Credit and Guaranty Agreement of the Senior Secured Term Loans

EX-4.1 2 d17051exv4w1.txt FIRST AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT OF THE SENIOR SECURED TERM LOANS 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.

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)