Amendment No. 4 to Credit Agreement among The Premcor Refining Group Inc. and Lender Banks (May 11, 2001)

Summary

This amendment updates the existing credit agreement between The Premcor Refining Group Inc. and a group of lender banks, including Bankers Trust Company, The Toronto-Dominion Bank, and Fleet National Bank. The main changes are an extension of the loan facility's expiry date from June 30, 2001, to October 31, 2001, and a new provision allowing the company to reduce individual bank commitments up to $70 million. The amendment becomes effective once all parties sign, and the company agrees to pay related fees and expenses.

EX-10.4 6 dex104.txt 4TH AMEND. DATED MAY 11, 2001 THE PREMCOR REFINING GROUP INC. AMENDMENT NO. 4 TO CREDIT AGREEMENT This AMENDMENT NO. 4 (the "Amendment") is dated as of May 11, 2001 --------- and entered into by and among The Premcor Refining Group Inc. (f/k/a Clark Refining & Marketing, Inc.), a Delaware corporation (the "Company"), Bankers ------- 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 ----- institutions party hereto (the "Banks"). This Amendment amends the Credit ----- Agreement (as amended, amended and restated, supplemented or otherwise modified, the "Credit Agreement") dated as of November 19, 1999 by and among the parties ---------------- 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; and WHEREAS, the Company has requested and the Banks have agreed to extend the Facility Expiry Date under the Credit Agreement on the terms and subject to the provisions 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 ------------------------------------------------- "Facility Expiry Date" shall be amended by deleting the words "June 30, 2001" -------------------- therein and inserting the words "October 31, 2001" in lieu thereof. 1.02 Amendment to Section 2.06(c) of the Credit Agreement. Section 2.06(c) ---------------------------------------------------- of the Credit Agreement shall be amended by adding the following sentence at the end thereof: "Notwithstanding anything herein to the contrary, in the event the Company elects to reduce the Commitments in part in accordance with the terms hereof, the Company may elect to reduce the Commitment of any Bank without reducing the Commitments of the other Banks, provided, however, that the aggregate amount of Commitments being reduced pursuant to this sentence shall not exceed $70,000,000." 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 each of the Banks. ARTICLE III MISCELLANEOUS 3.01 Fees and Expenses. The Company agrees to pay the following: ----------------- (a) An amendment fee to each Bank that consents to this Amendment and returns an executed signature page evidencing the foregoing, equal to 0.25% of such Bank's Commitment, which fee shall be due and payable upon the effectiveness of this Amendment; and (b) All reasonable expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, reasonable fees and expenses of counsel to the Administrative Agent. 3.02 Reference to and Effect on the Credit Agreement and the Other Loan ------------------------------------------------------------------ Documents. - --------- (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 or amendment 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 -------------------------------------------------------------- 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 ------------- 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 ------------- 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 -------- 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 -------------- 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 ------------ 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 ------ 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 ----- 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: THE FUJI BANK, LIMITED 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 ------------- 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: