Common use of Availability Date Clause in Contracts

Availability Date. The availability of the Commitments provided for hereunder and the obligations of the Lenders to make Loans hereunder and the obligations of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.02): (a) Each of the conditions set forth in Section 4.01 above shall have been satisfied and the Effective Date shall have occurred. (b) The Administrative Agent shall have received a certificate, dated the Availability Date and signed by a Responsible Officer of the Company, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03. (c) The Administrative Agent, Lenders and Lead Arrangers shall have received all fees and other amounts due and payable to 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 out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder. (d) The Company shall have consummated a capital markets offering of at least $400,000,000, which offering shall have resulted in not less than $385,000,000 of Net Cash Proceeds; provided that, any such capital markets offering that is in the form of a debt instrument shall, in any event, have a maturity date that is no earlier than 90 days after the Maturity Date (such capital markets offering, the “Required Capital Markets Offering”). (e) The Administrative Agent shall have received updated financial projections and forecasts with respect to the 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 Existing Commitments (as defined in the Existing Credit Agreement Amendment) of the Extending Lenders (as defined in the Existing Credit Agreement Amendment) shall have been reduced to zero and terminated.

Availability Date. The availability of the Commitments provided for hereunder and the obligations of the Lenders to make Loans hereunder is subject to the occurrence of the Closing Date and the obligations of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each satisfaction (or waiver in accordance with Section 9.02) of the following conditions is satisfied (or waived in accordance with Section 10.02):precedent: (a) Each of the conditions set forth in Section 4.01 above The Andeavor Acquisition shall have been satisfied (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 Effective Date shall have occurredinterests 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 Responsible Financial Officer of the CompanyBorrower, confirming compliance with 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 4.034.03 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 AgentAgent shall have received reasonably satisfactory evidence thereof. (d) On or before the Availability Date, Lenders the Lenders, the Administrative Agent and Lead the Arrangers shall have received all fees required to be paid and other amounts due and payable to 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 which reasonably detailed invoices have been presented to the Borrower on or paid by before the Borrowers hereunder. (d) The Company shall have consummated a capital markets offering of at least $400,000,000, which offering shall have resulted in not less than $385,000,000 of Net Cash Proceeds; provided that, any such capital markets offering that is in the form of a debt instrument shall, in any event, have a maturity date that is no earlier than 90 days after two Business Days prior to the Maturity Date (such capital markets offering, the “Required Capital Markets Offering”). (e) Availability Date. The Administrative Agent shall have received updated financial projections notify the Borrower and forecasts with respect 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 Company and its Consolidated SubsidiariesCommitment Termination Date (and, in each casethe event such conditions are not so satisfied or waived, in form and substance reasonably satisfactory to itthe Commitments shall terminate at the Commitment Termination Date). (f) The Existing Credit Agreement Amendment shall be closed and effective and the Existing Commitments (as defined in the Existing Credit Agreement Amendment) of the Extending Lenders (as defined in the Existing Credit Agreement Amendment) shall have been reduced to zero and terminated.

Availability Date. The availability of the Commitments provided for hereunder and the obligations of the Lenders each Lender to make Loans hereunder its initial Loan and the obligations of the each Issuing Banks Bank to issue Letters its initial Letter of Credit hereunder shall not become effective until is subject to the date on which each occurrence of the Closing Date and the satisfaction (or waiver in accordance with Section 9.02) of the following conditions is satisfied (or waived in accordance with Section 10.02):precedent: (a) Each of the conditions set forth in Section 4.01 above The Andeavor Acquisition shall have been satisfied (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 Effective Date shall have occurredinterests 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 Responsible Financial Officer of the CompanyBorrower, confirming compliance with 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 4.034.03 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 AgentAgent shall have received reasonably satisfactory evidence thereof. (d) On or before the Availability Date, Lenders the Lenders, the Administrative Agent and Lead the Arrangers shall have received all fees required to be paid and other amounts due and payable to 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 which reasonably detailed invoices have been presented to the Borrower on or paid by before the Borrowers hereunder. (d) The Company shall have consummated a capital markets offering of at least $400,000,000, which offering shall have resulted in not less than $385,000,000 of Net Cash Proceeds; provided that, any such capital markets offering that is in the form of a debt instrument shall, in any event, have a maturity date that is no earlier than 90 days after two Business Days prior to the Maturity Date (such capital markets offering, the “Required Capital Markets Offering”). (e) Availability Date. The Administrative Agent shall have received updated financial projections notify the Borrower and forecasts with respect 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 Company and its Consolidated SubsidiariesCommitment Termination Date (and, in each casethe event such conditions are not so satisfied or waived, in form and substance reasonably satisfactory to itthe Commitments shall terminate the Commitment Termination Date). (f) The Existing Credit Agreement Amendment shall be closed and effective and the Existing Commitments (as defined in the Existing Credit Agreement Amendment) of the Extending Lenders (as defined in the Existing Credit Agreement Amendment) shall have been reduced to zero and terminated.

Availability Date. The availability of the Commitments provided for hereunder and the obligations of the Lenders to make Loans and of the LC Issuers to issue Facility LCs hereunder and the obligations of the Issuing Banks to issue Letters of Credit hereunder Modify any Facility LC shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.028.02): (a) Each of the conditions set forth in Section 4.01 above The Arrangers shall have been satisfied that (i) the Spin Off shall have been consummated substantially as described in the Form F-1 and (ii) the organizational structure of the Borrower after the Spin Off shall be as consistent with the structure disclosed to the Lenders prior to the Effective Date shall have occurredexcept to the extent of any variations that are not materially adverse to the interests of the 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 2006 among the Availability Date Borrower, the lenders party thereto and signed by a Responsible Officer of JPMorgan Chase Bank, N.A., as administrative agent, shall have been terminated and cancelled and all indebtedness thereunder shall have been fully repaid (except to the Company, confirming compliance extent being so repaid with the conditions set forth in paragraphs (a) and (b) of Section 4.03initial Loans). (c) The Administrative Agent, Lenders and Lead Arrangers Index Debt shall have received all fees a rating of BBB- or higher from S&P and other amounts due and payable to each such Person (including, without limitation, the fees and expenses of ▇▇▇▇ Baa3 or higher from ▇▇▇▇▇’▇ and an outlook of stable or better from both S&P and ▇▇▇ LLP, as counsel to the Administrative Agent) on or prior to the Availability Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder▇▇▇’▇. (d) The Company Administrative Agent shall have consummated received a capital markets offering certificate, in form and substance reasonably satisfactory to the Administrative Agent, signed by the Chief Financial Officer or Treasurer of at least $400,000,000the Borrower, which offering shall have resulted certifying that, as of the Availability Date and after giving effect (including effect on a pro forma basis) to the Spin Off, (i) the Borrower and its Subsidiaries are Solvent on a consolidated basis and (ii) the Borrower is in not less than $385,000,000 of Net Cash Proceeds; compliance with the financial covenants set forth in Section 5.11, provided that, any for purposes of such capital markets offering that is in calculations, Consolidated Total Indebtedness will be determined as of the form of a debt instrument shall, in any event, have a maturity date that is no earlier than 90 days after the Maturity Availability Date (giving pro forma effect to any debt incurrence or debt extinguishment to occur on such capital markets offeringdate) and Consolidated Net Income, Consolidated EBIT, Consolidated EBITDA and Consolidated Net Interest Expense will be calculated based on Borrower’s financial statements for the “Required Capital Markets Offering”)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. (e) The Administrative Agent shall have received updated financial projections and forecasts with respect a certificate, signed by a Responsible Officer, as to the Company and its Consolidated Subsidiaries, matters set forth in each case, in form and substance reasonably satisfactory to itSection 4.03. (f) The Existing Credit Agreement Amendment representations and warranties in Article III shall be closed true and effective correct in all material respects on and the Existing Commitments (as defined in the Existing Credit Agreement Amendment) of the Extending Lenders Availability Date. (as defined in the Existing Credit Agreement Amendmentg) No Event of Default or Unmatured Event of Default shall have been reduced occurred and be continuing as of the Availability Date. (h) The Administrative Agent shall have received, to zero the extent invoiced and terminatedsubject to the terms of the Administrative Agent Fee Letter, all reasonable and 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 and documented fees required to be paid by the Borrower to the Arrangers on the Availability Date.