EXHIBIT 99.2
AMENDMENT ▇▇. ▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇ dated as of May 15, 2003 (this AMENDMENT NO. 7) between: ▇▇▇▇▇
CORPORATION, NAVAJO REFINING COMPANY, L.P., BLACK EAGLE, INC., NAVAJO SOUTHERN,
INC., NAVAJO NORTHERN, INC., LOREFCO, INC., NAVAJO CRUDE OIL PURCHASING, INC.,
NAVAJO HOLDINGS, INC., ▇▇▇▇▇ PETROLEUM, INC., NAVAJO PIPELINE CO., L.P., LEA
REFINING COMPANY, NAVAJO WESTERN ASPHALT COMPANY, MONTANA REFINING COMPANY, A
PARTNERSHIP as Borrowers and Guarantors, NAVAJO PIPELINE LP, L.L.C., NAVAJO
PIPELINE GP, L.L.C., NAVAJO REFINING LP, L.L.C., NAVAJO REFINING GP, L.L.C.,
HOLLYCORP AVIATION, L.L.C., MONTANA RETAIL CORPORATION, ▇▇▇▇▇ REFINING &
MARKETING COMPANY, ▇▇▇▇▇ REFINING COMMUNICATIONS, INC., ▇▇▇▇▇ CROSS STATIONS,
INC. and ▇▇▇▇▇ CROSS REFINING COMPANY, LLC as Guarantors, the BANKS listed on
the signature pages hereof, CANADIAN IMPERIAL BANK OF COMMERCE, as
Administrative Agent, CIBC INC. as Collateral Agent, FLEET NATIONAL BANK
(formerly known as Bank Boston Corp.), as Documentation Agent, GUARANTY BANK, as
Collateral Monitor, and CIBC WORLD MARKETS CORP, as Sole Lead Arranger and
Bookrunner.
WHEREAS
(A) The parties hereto are party to an Amended and Restated Credit and
Reimbursement Agreement dated as of April 14, 2000, as amended by Amendment
No. 1 dated as of July 7, 2000, Amendment No. 2 dated as of April 4, 2001,
Amendment No. 3 dated as of August 7, 2001, Amendment No. 4 dated as of
September 26, 2001, Amendment No. 5 dated as of May 6, 2002 and Amendment
No. 6 dated as of August 8, 2002 (as in effect on the date hereof, the
CREDIT AGREEMENT), providing, subject to the terms and conditions thereof,
for extensions of credit to be made by the Banks to the Borrowers in an
aggregate principal or face amount not exceeding $100,000,000.
(B) The Borrowers and the Guarantors wish to amend the Credit Agreement in the
following respects:
i. to allow for the acquisition of the ▇▇▇▇▇ Cross refinery near
Salt Lake City, Utah and related assets pursuant to the Asset
Purchase and Sale Agreement dated as of December 20, 2002
between ▇▇▇▇▇▇▇▇ Petroleum Company and the Company (the "▇▇▇▇▇
Cross Acquisition");
ii. eliminate the provision limiting the aggregate amount of Loans
available to the Borrowers to 50% of the aggregate principal
amount of the Commitments;
iii. change the time by which the Borrowers must provide a Notice
of Borrowing to the Administrative Agent;
iv. modify the time requirement for causing a new Restricted
Subsidiary to enter into a Guarantee Agreement, Subsidiary
Security Agreement, other agreements as necessary and provide
certain other documents to the Administrative Agent;
v. modify the definition of Available Basket Amount used for
purposes of determining maximum Consolidated Capital
Expenditures for any four consecutive fiscal quarters; and
vi. include a new Bank as a party to the Credit Agreement and
increase the amount of Commitments to $100,000,000.
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(C) The Banks and Agents agree to amend the Credit Agreement in accordance with
the provisions contained herein, and accordingly, the parties hereto hereby
agree as follows:
DEFINITIONS
1. Except as otherwise defined in this Amendment No. 7, terms defined in the
Credit Agreement are used herein as defined therein.
AMENDMENTS
2. Subject to the satisfaction of the conditions precedent set forth in Section
4 below, the Credit Agreement shall be amended as follows effective on the date
hereof.
A. Section 1.1 of the Credit Agreement is hereby amended by adding the
following definition: "▇▇▇▇▇ CROSS ACQUISITION means the acquisition
of the ▇▇▇▇▇ Cross refinery near Salt Lake City, Utah and related
assets pursuant to the Asset Purchase and Sale Agreement dated as of
December 20, 2002 between ▇▇▇▇▇▇▇▇ Petroleum Company and the Company."
B. Section 2.1 of the Credit Agreement is hereby amended by amending the
first sentence thereof to read as follows: "Each Bank severally
agrees, on the terms and conditions set forth in this Agreement, to
make Loans to any Borrower from time to time prior to the Termination
Date in amounts such that the Credit Exposure of such Bank shall at no
time exceed the amount of its Commitment."
C. The reference in Section 2.2(a) to "11:00 (New York City time)" is
deleted and replaced with "12:00 P.M. (New York City time)".
D. Section 5.7 of the Credit Agreement is amended by:
i. In Section 5.7(g)(iii), deleting the word "and" after the phrase
"specified in clause 5 of such letter;";
ii. adding the following after Section 5.7(g): "(h) Investments related to
the purchase price for the ▇▇▇▇▇ Cross Acquisition; and"
iii. changing the reference to Section "5.7(h)" to Section "5.7(i)" and
deleting the phrase in such clause "Investments not permitted by
clause 5.7(a), (b), (c), (d), (e), (f) or (g), in an aggregate amount
not to exceed $5,000,000" and replacing such phrase with "Investments
not permitted by clause 5.7(a), (b), (c), (d), (e), (f), (g) or (h),
in an aggregate amount not to exceed $5,000,000"; and
E. The reference in Section 5.17(c) of the Credit Agreement to "15 days"
is deleted and replaced with "30 days".
F. The reference in Section 5.18(x) to "$25,000,000" shall be followed by
the following: "(or, following the consummation of the ▇▇▇▇▇ Cross
Acquisition, $50,000,000 in the case of any four fiscal quarters
ending on July 31, 2003, October 31, 2003, January 31, 2004 or April
30, 2004)".
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INCREASE OF COMMITMENTS
3. Pursuant to Section 2.18(a) of the Credit Agreement, the Company hereby (i)
offers to Guaranty Bank the opportunity to participate in an Offered Increase
Amount of $5,000,000 of additional Commitments and (ii) offers to Union Bank of
California, as an Additional Lender, the opportunity to participate in an
Offered Increase Amount of $20,000,000 of additional Commitments. Each of
Guaranty Bank and Union Bank of California hereby accepts such offer subject to
the effectiveness of this Amendment No. 7. Upon the effectiveness of this
Amendment No. 7, the Commitments of each Bank, including the increases provided
for in this Section 3, shall be as set forth on Annex A to this Amendment No. 7,
and pursuant to Section 2.18(b) of the Credit Agreement, Union Bank of
California shall become a Bank under the Credit Agreement.
REPRESENTATIONS AND WARRANTIES
4. Each of the Borrowers and Guarantors represents and warrants to the Banks and
the Agents that (unless specifically limited to an earlier date) the
representations and warranties set forth in Section 4 of the Credit Agreement
are true and complete on and as of the date hereof with the same force and
effect as if made on and as of such date, and as if each reference in said
Section 4 to "this Agreement" included reference to this Amendment No. 7.
CONDITIONS PRECEDENT
5. The amendments to the Credit Agreement set forth in said Section 2 and the
increase of Commitments set forth in Section 3 shall become effective, as of the
date hereof, upon (i) the receipt by the Administrative Agent of this Amendment
No. 7, executed by each Borrower and Guarantor, each Agent and each Bank, (ii)
the receipt by each Bank of an amendment fee equal to 0.05% of each Bank's
Commitment as of the date hereof (excluding the increase in Commitments provided
for in Section 3), (iii) the delivery to the Administrative Agent of
certificates, evidences of corporate action (or other applicable action),
opinions of counsel and executed copies of documents, in each case as required
pursuant to Section 5.17(c) of the Credit Agreement to reflect the addition of
each of ▇▇▇▇▇ Refining & Marketing Company, ▇▇▇▇▇ Refining Communications, Inc.,
▇▇▇▇▇ Cross Stations, Inc. and ▇▇▇▇▇ Cross Refining Company, LLC as a Guarantor
under the Credit Agreement and (iv) the substantially simultaneous consummation
of the ▇▇▇▇▇ Cross Acquisition.
ACKNOWLEDGEMENT OF OBLIGORS
6. Each Obligor hereby (a) agrees that each reference to the Credit Agreement
and words of similar import in each Financing Document to which such Obligor is
party shall be a reference to the Credit Agreement as amended by this Amendment
No. 7 and (b) confirms that its obligations under each Financing Document to
which it is party remain in full force and effect after giving effect to the
amendment of the Credit Agreement by this Amendment No. 7.
MISCELLANEOUS
7. Except as herein provided, the Credit Agreement shall remain unchanged and in
full force and effect. This Amendment No. 7 may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
amendatory instrument and any of the parties hereto may execute this Amendment
No. 7 by signing any such counterpart. This Amendment No. 7 shall be governed
by, and construed in accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 7 to be
duly executed and delivered as of the day and year first above written.
▇▇▇▇▇ CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President and Chief Financial Officer
NAVAJO REFINING COMPANY, L.P.
BLACK EAGLE, INC.
NAVAJO SOUTHERN, INC.
NAVAJO NORTHERN, INC.
LOREFCO, INC.
NAVAJO CRUDE OIL PURCHASING, INC.
NAVAJO HOLDINGS, INC.
▇▇▇▇▇ PETROLEUM, INC.
NAVAJO PIPELINE CO., ▇.▇.
▇▇▇ REFINING COMPANY
NAVAJO WESTERN ASPHALT COMPANY
NAVAJO PIPELINE GP, L.L.C.
NAVAJO REFINING GP, L.L.C.
HOLLYCORP AVIATION, L.L.C.
MONTANA RETAIL CORPORATION
▇▇▇▇▇ REFINING & MARKETING COMPANY
▇▇▇▇▇ REFINING COMMUNICATIONS, INC.
▇▇▇▇▇ CROSS STATIONS, INC.
▇▇▇▇▇ CROSS REFINING COMPANY, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President and Chief Financial Officer
MONTANA REFINING COMPANY, A PARTNERSHIP
By Navajo Northern, Inc., its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President and Chief Financial Officer
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NAVAJO REFINING LP, L.L.C.
NAVAJO PIPELINE LP, L.L.C.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
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CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Signatory
CIBC INC., as Collateral Agent
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Signatory
FLEET NATIONAL BANK, as Documentation Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
GUARANTY BANK, as Collateral Monitor
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
CIBC WORLD MARKETS CORP., as Sole Lead Arranger and Bookrunner
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Signatory
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BANKS
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Signatory
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
GUARANTY BANK
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
HIBERNIA NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇
Title: Relationship Manager
UNION BANK OF CALIFORNIA
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
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ANNEX A
COMMITMENTS
BANK COMMITMENTS
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Canadian Imperial Bank of Commerce $20,000,000
Fleet National Bank $20,000,000
Guaranty Bank $20,000,000
Hibernia National Bank $10,000,000
PNC Bank, National Association $10,000,000
Union Bank of California $20,000,000
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