1
Exhibit 10.14
WAIVER AND AMENDMENT AGREEMENT
This Waiver and Amendment Agreement (the "Waiver") is dated as of July
15,1998 and is made by and among UNITED REFINING COMPANY, a Pennsylvania
corporation ("United Refining"), UNITED REFINING COMPANY OF PENNSYLVANIA, a
Pennsylvania Corporation ("United Refining PA"), KIANTONE PIPELINE CORPORATION,
a New York Corporation ("Kiantone, and hereinafter together with United Refining
and United Refining PA sometimes collectively referred to as the "Borrowers" and
individually as a "Borrower") the BANKS under the Credit Agreement (as
hereinafter defined) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as
agent for the Banks under the Credit Agreement (hereinafter referred to in such
capacity as the "Agent").
RECITALS:
WHEREAS, Borrowers, the Banks, and the Agent are parties to that certain
Credit Agreement dated as of June 9, 1997 (as previously amended, restated,
supplemented or modified, the "Credit Agreement"); and
WHEREAS, unless otherwise defined herein, capitalized terms used herein
shall have the meanings given to them in the Credit Agreement; and
WHEREAS, Borrowers have not complied with the covenant contained in
Section 7.2.16 (Minimum Fixed Charge Coverage Ratio) of the Credit Agreement
(the "Section 7.2.16 Violation") during some or all of the period of the fiscal
quarter ended May 31,1998 as more fully disclosed in the Compliance Certificate
which Borrowers have delivered to the Banks for such fiscal quarter (the
"Delivered Compliance Certificate); and
WHEREAS, the Borrowers have requested that the Banks waive the Section
72.16 Violation for the fiscal quarter ended May 31,1998 and amend Section
7.2.16, as more fully provided herein.
NOW, THEREFORE, in consideration of the foregoing and intending to be
legally bound, the parties hereto agree as follows;
1. Warranty. The Borrowers represent and warrant to the Banks that the
Delivered Compliance Certificate correctly discloses Borrowers' Fixed Charge
Coverage Ratio as of the date and periods set forth in such Delivered Compliance
Certificate and that except for the Section 7.2.16 Violation, the Borrowers were
in full compliance with the Credit Agreement during the fiscal quarter ended May
31, 1998.
2. Waiver and Amendment With Respect To Section 7.2.16 Violation.
(i) Waiver Under Section 7.2.16. The Banks hereby waive the
violation of Section 7.2.16 for the fiscal quarter ended May 31, 1998 subject to
Borrowers' warranty in paragraph and the acknowledgments and agreements by the
Borrowers in paragraph 3 hereof.
1
2
(ii) The parties hereto hereby amend and restate Section
7.2.16 (Minimum Fixed Charge Coverage Ratio) to read as follows:
"The Loan Parties shall not permit the Fixed Charge
Coverage Ratio calculated as of the end of each fiscal quarter set forth below
(each a "Measurement Date") for the period set forth below (each a "Measurement
Period") to be less than the ratio set forth below:
Measurement Date Measurement Period Minimum Ratio
---------------- ------------------ -------------
August 31, 1997 Quarter then ended 1.1 to 1.0
November 30, 1997 2 Quarters then ended 1.1 to 1.0
February 28, 1998 3 Quarters then ended 1.1 to 1.0
May 31, 1998 4 Quarters then ended 1.25 to 1.0
August 31, 1998 Quarter then ended 1.0 to 1.0
November 30, 1998 2 Quarters then ended 1.0 to 1.0
February 28, 1999 3 Quarters then ended 1.0 to 1.0
May 31, 1999 and 4 Quarters then ended 1.25 to 1.0
each fiscal quarter
thereafter
3. Full Force and Effect
All provisions of the Credit Agreement remain in full force and effect on
and after the date hereof. The Banks do not amend or waive any provisions of the
Credit Agreement except as expressly amended or waived hereby. Without limiting
the foregoing, the Banks retain all rights given to the Banks under the Credit
Agreement and under applicable law in connection with any failure by the
Borrower to comply with the Credit Agreement as amended hereby. The foregoing
rights expressly include, without limitation, any rights given to the Banks
under Section 8.2 if a Potential Default or an Event of Default arises as a
result of any such failure to comply.
4. Counterparts: Effective Date.
This Waiver may be signed in counterparts. This Waiver shall become
effective when it has been executed by the Borrowers and the Banks.
[SIGNATURES BEGIN ON NEXT PAGE]
2
3
[SIGNATURE PAGE 1 OF I TO WAIVER AND AMENDMENT AGREEMENT]
The undersigned have executed this Waiver as of the date first above written.
UNITED REFINING COMPANY, a
Pennsylvania corporation
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------------
Title: V.P. - Finance and Chief Financial Officer
UNITED REFINING COMPANY OF PENNSYLVANIA, a
Pennsylvania corporation
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------------
Title: V.P. - Finance and Chief Financial Officer
KIANTONE PIPELINE CORPORATION,
a New York corporation
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------------
Title: V.P. - Finance and Chief Financial Officer
THE SUMITOMO BANK, LIMITED
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------------
Title: Senior Vice President
By:
-----------------------------------------------
Title: General Manager
PNC BANK, NATIONAL ASSOCIATION,
individually and as Agent
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Title: Vice President
3
