Common use of Availability Date Clause in Contracts

Availability Date. The obligations of the Lenders to make Loans hereunder is subject to the occurrence of the Closing Date and the satisfaction (or waiver in accordance with Section 9.02) of the following conditions precedent: (a) The Andeavor Acquisition shall have been (or substantially concurrently shall be) consummated in all material respects in accordance with the terms of the Andeavor Acquisition Agreement. The Andeavor Acquisition Agreement shall not have been amended or modified, or any provision or condition therein waived, or any consent granted thereunder (directly or indirectly) by the Borrower or any of its Subsidiaries, if such amendment, modification, waiver or consent would be material and adverse to the interests of the Lenders (in their capacities as such) without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). (b) The Administrative Agent shall have received a certificate, dated as of the Availability Date and signed by a Financial Officer of the Borrower, confirming that (i) the condition in paragraph (a) of this Section has been satisfied and (ii) the conditions set forth in paragraphs (a) and (b) of Section 4.03 have been satisfied, in form and substance reasonably satisfactory to the Administrative Agent (it being agreed that the form delivered pursuant to Section 4.01(e) is satisfactory for purposes of this clause (ii)). (c) The Existing Credit Agreements Refinancing shall have been (or substantially concurrently shall be) consummated, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. (d) On or before the Availability Date, the Lenders, the Administrative Agent and the Arrangers shall have received all fees required to be paid and all reasonable out-of-pocket expenses required to be reimbursed for which reasonably detailed invoices have been presented to the Borrower on or before the date that is two Business Days prior to the Availability Date. The Administrative Agent shall notify the Borrower and the Lenders of the Availability Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) prior to the Commitment Termination Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at the Commitment Termination Date).

Availability Date. The obligations of the Lenders each Lender to make Loans its initial Loan and of each Issuing Bank to issue its initial Letter of Credit hereunder is subject to the occurrence of the Closing Date and the satisfaction (or waiver in accordance with Section 9.02) of the following conditions precedent: (a) The Andeavor Acquisition shall have been (or substantially concurrently shall be) consummated in all material respects in accordance with the terms of the Andeavor Acquisition Agreement. The Andeavor Acquisition Agreement shall not have been amended or modified, or any provision or condition therein waived, or any consent granted thereunder (directly or indirectly) by the Borrower or any of its Subsidiaries, if such amendment, modification, waiver or consent would be material and adverse to the interests of the Lenders (in their capacities as such) without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). (b) The Administrative Agent shall have received a certificate, dated as of the Availability Date and signed by a Financial Officer of the Borrower, confirming that (i) the condition in paragraph (a) of this Section has been satisfied and (ii) the conditions set forth in paragraphs (a) and (b) of Section 4.03 have been satisfied, in form and substance reasonably satisfactory to the Administrative Agent (it being agreed that the form delivered pursuant to Section 4.01(e) is satisfactory for purposes of this clause (ii)). (c) The Existing Credit Agreements Refinancing shall have been (or substantially concurrently shall be) consummated, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. (d) On or before the Availability Date, the Lenders, the Administrative Agent and the Arrangers shall have received all fees required to be paid and all reasonable out-of-pocket expenses required to be reimbursed for which reasonably detailed invoices have been presented to the Borrower on or before the date that is two Business Days prior to the Availability Date. The Administrative Agent shall notify the Borrower and the Lenders of the Availability Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) prior to the Commitment Termination Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at the Commitment Termination Date).

Availability Date. The availability of the Commitments provided for hereunder and the obligations of the Lenders to make Loans hereunder is subject to and the occurrence obligations of the Closing Date and Issuing Banks to issue Letters of Credit hereunder shall not become effective until the satisfaction date on which each of the following conditions is satisfied (or waiver waived in accordance with Section 9.02) of the following conditions precedent:10.02): (a) The Andeavor Acquisition Each of the conditions set forth in Section 4.01 above shall have been (or substantially concurrently satisfied and the Effective Date shall be) consummated in all material respects in accordance with the terms of the Andeavor Acquisition Agreement. The Andeavor Acquisition Agreement shall not have been amended or modified, or any provision or condition therein waived, or any consent granted thereunder (directly or indirectly) by the Borrower or any of its Subsidiaries, if such amendment, modification, waiver or consent would be material and adverse to the interests of the Lenders (in their capacities as such) without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned)occurred. (b) The Administrative Agent shall have received a certificate, dated as of the Availability Date and signed by a Financial Responsible Officer of the BorrowerCompany, confirming that (i) the condition in paragraph (a) of this Section has been satisfied and (ii) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 have been satisfied, in form and substance reasonably satisfactory to the Administrative Agent (it being agreed that the form delivered pursuant to Section 4.01(e) is satisfactory for purposes of this clause (ii))4.03. (c) The Existing Credit Agreements Refinancing shall have been (or substantially concurrently shall be) consummatedAdministrative Agent, Lenders and the Administrative Agent shall have received reasonably satisfactory evidence thereof. (d) On or before the Availability Date, the Lenders, the Administrative Agent and the Lead Arrangers shall have received all fees required and other amounts due and payable to be paid each such Person (including, without limitation, the fees and expenses of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as counsel to the Administrative Agent) on or prior to the Availability Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed for or paid by the Borrowers hereunder. (d) The Company shall have consummated a capital markets offering of at least $400,000,000, which reasonably detailed invoices offering shall have been presented to resulted in not less than $385,000,000 of Net Cash Proceeds; provided that, any such capital markets offering that is in the Borrower on or before the form of a debt instrument shall, in any event, have a maturity date that is two Business Days prior to no earlier than 90 days after the Availability Date. Maturity Date (such capital markets offering, the “Required Capital Markets Offering”). (e) The Administrative Agent shall notify have received updated financial projections and forecasts with respect to the Borrower Company and its Consolidated Subsidiaries, in each case, in form and substance reasonably satisfactory to it. (f) The Existing Credit Agreement Amendment shall be closed and effective and the Lenders Existing Commitments (as defined in the Existing Credit Agreement Amendment) of the Availability Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Extending Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) prior to the Commitment Termination Date (and, as defined in the event such conditions are not so satisfied or waived, the Commitments Existing Credit Agreement Amendment) shall terminate at the Commitment Termination Date)have been reduced to zero and terminated.

Availability Date. The obligations of the Lenders to make Loans hereunder is subject to the occurrence and of the Closing Date LC Issuers to issue Facility LCs hereunder and Modify any Facility LC shall not become effective until the satisfaction date on which each of the following conditions is satisfied (or waiver waived in accordance with Section 9.02) of the following conditions precedent:8.02): (a) The Andeavor Acquisition Arrangers shall have been satisfied that (or i) the Spin Off shall have been consummated substantially concurrently as described in the Form F-1 and (ii) the organizational structure of the Borrower after the Spin Off shall be) consummated in all material respects in accordance be as consistent with the terms structure disclosed to the Lenders prior to the Effective Date except to the extent of the Andeavor Acquisition Agreement. The Andeavor Acquisition Agreement shall any variations that are not have been amended or modified, or any provision or condition therein waived, or any consent granted thereunder (directly or indirectly) by the Borrower or any of its Subsidiaries, if such amendment, modification, waiver or consent would be material and materially adverse to the interests of the Lenders (in their capacities as such) without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned)Lenders. (b) The Administrative Agent shall have received a certificateevidence satisfactory to it that the commitments under the credit facility evidenced by the Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility dated December 4, dated as of the Availability Date and signed by a Financial Officer of 2006 among the Borrower, confirming that (i) the condition in paragraph (a) of this Section has been satisfied lenders party thereto and (ii) the conditions set forth in paragraphs (a) and (b) of Section 4.03 JPMorgan Chase Bank, N.A., as administrative agent, shall have been satisfiedterminated and cancelled and all indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Loans). (c) The Index Debt shall have a rating of BBB- or higher from S&P and Baa3 or higher from ▇▇▇▇▇’▇ and an outlook of stable or better from both S&P and ▇▇▇▇▇’▇. (d) The Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent Agent, signed by the Chief Financial Officer or Treasurer of the Borrower, certifying that, as of the Availability Date and after giving effect (it being agreed that including effect on a pro forma basis) to the form delivered pursuant to Spin Off, (i) the Borrower and its Subsidiaries are Solvent on a consolidated basis and (ii) the Borrower is in compliance with the financial covenants set forth in Section 4.01(e) is satisfactory 5.11, provided that, for purposes of this clause such calculations, Consolidated Total Indebtedness will be determined as of the Availability Date (ii))giving pro forma effect to any debt incurrence or debt extinguishment to occur on such date) and Consolidated Net Income, Consolidated EBIT, Consolidated EBITDA and Consolidated Net Interest Expense will be calculated based on Borrower’s financial statements for the four-quarter period ended March 31, 2012, giving pro forma effect to the Debt Tender and to all Material Dispositions and Material Acquisitions to be completed as of June 30, 2012, with such calculations set forth in reasonable detail. (ce) The Existing Credit Agreements Refinancing shall have been (or substantially concurrently shall be) consummated, and the Administrative Agent shall have received reasonably satisfactory evidence thereofa certificate, signed by a Responsible Officer, as to the matters set forth in Section 4.03. (df) On or before The representations and warranties in Article III shall be true and correct in all material respects on and as of the Availability Date. (g) No Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the Availability Date. (h) The Administrative Agent shall have received, to the Lenders, extent invoiced and subject to the terms of the Administrative Agent Fee Letter, all reasonable and the Arrangers shall have received all documented fees required to be paid by the Borrower to the Administrative Agent on the Availability Date. (i) The Arrangers shall have received, to the extent invoiced and subject to the terms of the applicable Arranger Fee Letters, all reasonable out-of-pocket expenses and documented fees required to be reimbursed for which reasonably detailed invoices have been presented paid by the Borrower to the Borrower Arrangers on or before the date that is two Business Days prior to the Availability Date. The Administrative Agent shall notify the Borrower and the Lenders of the Availability Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) prior to the Commitment Termination Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at the Commitment Termination Date).