CREDIT AGREEMENT among GLOBAL PETROLEUM, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, PNC BANK, NATIONAL ASSOCIATION, as Documentation Agent and Syndication Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent...Credit Agreement • August 13th, 2007 • Maxum Petroleum Holdings, Inc. • New York
CREDIT AGREEMENT (this “Agreement”), dated as of September 18, 2006, among SPI PETROLEUM LLC, a Delaware limited liability company (“Holdings”), GLOBAL PETROLEUM, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), PNC BANK, NATIONAL ASSOCIATION, as documentation agent (in such capacity, the “Documentation Agent”) and syndication agent (in such capacity, the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent.
SECOND AMENDMENTSecond Amendment • August 13th, 2007 • Maxum Petroleum Holdings, Inc. • New York
SECOND AMENDMENT, dated as of May 1, 2007 (this “Amendment”), to the Credit Agreement, dated as of September 18, 2006 (as amended from time to time prior to the date hereof, the “Credit Agreement”), among SPI PETROLEUM LLC, a Delaware limited liability company (“Holdings”), MAXUM PETROLEUM, INC. (f/k/a Global Petroleum, Inc.), a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and PNC BANK, NATIONAL ASSOCIATION, as documentation agent (in such capacity, the “Documentation Agent”) and as syndication agent (in such capacity, the “Syndication Agent”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 13th, 2007 • Maxum Petroleum Holdings, Inc. • Texas
This First Amendment to Agreement and Plan of Merger (“First Amendment”) is made and entered into as of April 9, 2004, by and among SPI Petroleum LLC, a Delaware limited liability company (the “Parent”), Simons Acquisition Co., Inc., a Texas corporation (“Merger Sub”), Simons Petroleum, Inc., a Texas corporation (the “Company”), and Simons Texas Limited Partnership, a Texas limited partnership and holder of a majority of the outstanding capital stock of the Company (“Principal Shareholder”).
STOCK AND ASSET PURCHASE AGREEMENT BY AND AMONG SPI PETROLEUM LLC, ETI ACQUISITION LLC, SIMONS PETROLEUM, INC., ENERGY TRANSPORT, INC., THE SHAREHOLDERS OF HARTNEY FUEL OIL CO., THE SHAREHOLDERS OF HARTNEY BROTHERS, INC., AND THE SHAREHOLDER OF...Stock and Asset Purchase Agreement • August 13th, 2007 • Maxum Petroleum Holdings, Inc. • Illinois
This Stock and Asset Purchase Agreement (“Agreement”) is made this 12th day of January, 2006 by and among SPI Petroleum LLC, a Delaware limited liability company (“Parent”), ETI Acquisition LLC, a Delaware limited liability company (“ETI Acquisition”), Simons Petroleum, Inc., a Texas corporation (“Simons” and together with ETI Acquisition, the “Buyer”), Energy Transport, Inc., an Illinois corporation (“ETI”), the HFO Shareholders (as defined below), the HBI Shareholders (as defined below) and the PSC Shareholder (as defined below). Each of ETI and the HFO Shareholders, the HBI Shareholders, and the PSC Shareholder are referred to herein as a “Seller” and collectively, the “Sellers.” The Sellers, Parent and Buyer are collectively referred to herein as the “Parties.”
FIRST AMENDMENTFirst Amendment • August 13th, 2007 • Maxum Petroleum Holdings, Inc. • New York
FIRST AMENDMENT, dated as of October 26, 2006 (this “Amendment”), to the Credit Agreement, dated as of September 18, 2006 (as amended from time to time prior to the date hereof, the “Credit Agreement”), among SPI PETROLEUM LLC, a Delaware limited liability company (“Holdings”), GLOBAL PETROLEUM, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and PNC BANK, NATIONAL ASSOCIATION, as documentation agent (in such capacity, the “Documentation Agent”) and as syndication agent (in such capacity, the “Syndication Agent”).
EXECUTIVE UNIT AGREEMENTExecutive Unit Agreement • August 13th, 2007 • Maxum Petroleum Holdings, Inc. • Delaware
THIS EXECUTIVE UNIT AGREEMENT (this “Agreement”) is made as of April 9, 2004, by and among SPI PETROLEUM LLC, a Delaware limited liability company (the “Company”), Michael N. McDonald (“Executive”), NCA Energy, Inc., a Delaware corporation (“NCA”), RBCP Energy Fund Investments, LP, a Delaware partnership (“RBC”), and Waud Capital Partners, L.P., a Delaware limited partnership (“Waud”), and any other investment fund managed by NCA, RBC or Waud that at any time acquires securities of the Company and executes a counterpart to this Agreement or otherwise agrees to be bound by this Agreement. NCA, RBC and Waud are sometimes individually referred to as an “Investor” and collectively as “Investors”.
STOCK PURCHASE AGREEMENT by and among SIMONS PETROLEUM, INC., SPI PETROLEUM LLC, THE THOMAS F. ARNDT TRUST, UNDER TRUST AGREEMENT ORIGINALLY DATED AS OF JUNE 1, 2005 and THOMAS F. ARNDT Dated as of September 18, 2006Stock Purchase Agreement • August 13th, 2007 • Maxum Petroleum Holdings, Inc. • Arizona
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into, as of September 18, 2006, by and among Simons Petroleum, Inc., a Texas corporation (“Buyer”), SPI Petroleum LLC, a Delaware limited liability company (“Parent”), The Thomas F. Arndt Trust, Under Trust Agreement Originally Dated as of June 1, 2005 (“Seller”), and Thomas F. Arndt, a single man dealing with his sole and separate property who is the sole beneficiary and sole trustee of Seller (“Arndt”).
EXECUTIVE AGREEMENTExecutive Agreement • August 13th, 2007 • Maxum Petroleum Holdings, Inc. • Delaware
THIS EXECUTIVE AGREEMENT (this “Agreement”) is made effective as of April 10, 2006 (the “Effective Date”), by and among SPI Petroleum LLC, a Delaware limited liability company (the “Company”), and E. Perot Bissell (“Executive”). Certain definitions are set forth in Section 8 of this Agreement.
AGREEMENT AND PLAN OF MERGER Dated as of January 16, 2004 among PARENT: SPI PETROLEUM LLC MERGER SUB: SIMONS ACQUISITION CO., INC. COMPANY: SIMONS PETROLEUM, INC. AND THE PRINCIPAL SHAREHOLDER: SIMONS TEXAS LIMITED PARTNERSHIPAgreement and Plan of Merger • August 13th, 2007 • Maxum Petroleum Holdings, Inc. • Texas
THIS AGREEMENT AND PLAN OF MERGER dated as of January 16, 2004 (this “Agreement”), is by and among SPI Petroleum LLC, a Delaware limited liability company (the “Parent”), Simons Acquisition Co., Inc. a Texas corporation (“Merger Sub”), Simons Petroleum, Inc., a Texas corporation (the “Company”), and Simons Texas Limited Partnership, a Texas limited partnership and holder of a majority of the outstanding capital stock of the Company (“Principal Shareholder”).
FIRST AMENDMENTCredit Agreement • August 13th, 2007 • Maxum Petroleum Holdings, Inc. • New York
FIRST AMENDMENT, dated as of October 26, 2006 (this “Amendment”), to the Revolving Credit and Security Agreement dated September 18, 2006 (as amended from time to time prior to the date hereof, the “Credit Agreement”), among SPI PETROLEUM LLC, a limited liability company organized under the laws of the State of Delaware (“Parent”), the Borrowers listed on Annex A thereto, the financial institutions which are now or which hereafter become a party thereto (collectively, the “Lenders” and individually a “Lender”), JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., THE CIT GROUP/BUSINESS CREDIT, INC., LASALLE BUSINESS CREDIT LLC AND WELLS FARGO FOOTHILL, LLC, as co-documentation agents, and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
April 27, 2007Maxum Petroleum Holdings, Inc. • August 13th, 2007
Each of the undersigned makes reference to that certain Professional Services Agreement, dated as of September 18, 2006 (as amended, the “PSA”), by and among SPI Petroleum LLC (“SPI”), Simons Petroleum, Inc., Maxum Petroleum, Inc. and the Providers. Capitalized terms used but not defined in this letter shall have the meanings given to them in the PSA.
AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • August 13th, 2007 • Maxum Petroleum Holdings, Inc. • Delaware
THIS AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of September 18, 2006, by and among SPI PETROLEUM LLC, a Delaware limited liability company (the “Company”), SIMONS PETROLEUM, INC., an Oklahoma corporation (“Employer”), SIMONS TEXAS LIMITED PARTNERSHIP, a Texas limited partnership (“Simons LP”), Roger Simons (“Executive”), NCA Energy, Inc., a Washington corporation (“NCA”), RBCP Energy Fund Investments, LP, a Delaware limited partnership (“RBC”), and Waud Capital Partners, L.P., a Delaware limited partnership (“Waud”), and any other investment fund managed by NCA, RBC or Waud that at any time acquires securities of the Company and executes a counterpart to this Agreement or otherwise agrees to be bound by this Agreement. NCA, RBC and Waud are sometimes individually referred to as an “Investor” and collectively as “Investors”. Certain definitions are set forth in Section 9 of this Agreement.
REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) AND JPMORGAN CHASE BANK, N.A. BANK OF AMERICA, N.A. THE CIT GROUP/BUSINESS CREDIT, INC. LASALLE BUSINESS CREDIT LLC AND WELLS FARGO FOOTHILL, LLC (AS...Security Agreement • August 13th, 2007 • Maxum Petroleum Holdings, Inc. • New York
Revolving Credit and Security Agreement dated September 18, 2006 among SPI PETROLEUM LLC, a limited liability company organized under the laws of the State of Delaware (“Parent”), the Borrowers listed on Annex A hereto, the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”), JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., THE CIT GROUP/BUSINESS CREDIT, INC., LASALLE BUSINESS CREDIT LLC AND WELLS FARGO FOOTHILL, LLC, as co-documentation agents, and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • August 13th, 2007 • Maxum Petroleum Holdings, Inc. • New York
This Second Amendment to Revolving Credit and Security Agreement is dated the 1st day of May, 2007, by and among SPI Petroleum LLC, a Delaware limited liability company (the “Parent”), Maxum Petroleum, Inc. (f/k/a Global Petroleum, Inc.), a Delaware corporation (“MPI”), Pecos, Inc., a California corporation (“PI”), General Petroleum Corporation, a California corporation (“GPC”), Rainier Petroleum Corporation, a Washington corporation (“RPC”), Sedro-Woolley Holdings Corporation, a Washington corporation (“SWHC”), G.P. Atlantic, Inc., a South Carolina corporation (“GPAI”), Simons Petroleum, Inc., a Texas corporation (“SPI-TX”), Simons Petroleum, Inc., an Oklahoma corporation (“SPI-OK”), Hartney Fuel Oil Co., an Illinois corporation (“HFOC”), Petroleum Supply Company, Inc., an Illinois corporation (“PSCI”), Hartney Brothers, Inc., an Illinois corporation (“HBI”), SPI Acquisition LLC, a Delaware limited liability company (“SPIA”), ETI Acquisition LLC, a Delaware limited liability company (
STOCK PURCHASE AGREEMENT by and among PETROLEUM PRODUCTS, INC., PETROLEUM TRANSPORT, INC., PATRICK C. GRANEY, III and MAXUM PETROLEUM, INC. Dated as of May 1, 2007Stock Purchase Agreement • August 13th, 2007 • Maxum Petroleum Holdings, Inc. • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2007, by and among Petroleum Products, Inc., a West Virginia corporation (“PPI”), Petroleum Transport, Inc., a West Virginia corporation (“PTI” and together with PPI, each a “Company” and collectively the “Companies”), Patrick C. Graney, III (“Seller”), and Maxum Petroleum, Inc., a Delaware corporation (“Buyer”).
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • August 13th, 2007 • Maxum Petroleum Holdings, Inc. • Illinois
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is made as of September 18, 2006, between NCA II Management, LLC, a Washington limited liability company (“Northwest”), Waud Capital Partners, L.L.C., a Delaware limited liability company (“Waud”), RBCP Energy Fund Investments, LP, a Delaware limited partnership (“RBC”), Global Petroleum, Inc., a Delaware corporation (the “Company”), Simons Petroleum, Inc., an Oklahoma corporation (“Simons”), and SPI Petroleum LLC, a Delaware limited liability company (“SPI”). Northwest, Waud and RBC are referred to herein collectively as the “Providers” and individually as a “Provider”.
STOCK PURCHASE AGREEMENT by and among PECOS, INC., THE PECOS EMPLOYEE STOCK OWNERSHIP AND 401(K) PLAN, THE OTHER SHAREHOLDERS OF PECOS, INC. IDENTIFIED HEREIN, THE REPRESENTATIVE IDENTIFIED HEREIN and GLOBAL PETROLEUM, INC. Dated as of September 18, 2006Stock Purchase Agreement • August 13th, 2007 • Maxum Petroleum Holdings, Inc. • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 18, 2006, is made by and among Pecos, Inc., a California corporation (the “Company”), North Star Trust Company, not in its corporate capacity but solely as trustee of the trust (the “Trust”) which is and becomes part of the Pecos Employee Stock Ownership and 401(k) Plan (the “Plan” and together with the Trust, collectively referred to as the “ESOP”), effective as of October 1, 1997, the other shareholders of the Company identified on the signature pages hereto (the “Other Shareholders” and, together with the ESOP, the “Sellers”), the Representative (solely in his capacity as the Representative) identified in Section 6.9 hereof, and Global Petroleum, Inc., a Delaware corporation (“Buyer”).
