Amendments Effective Date. The first date (the "Amendments Effective Date") on which: (i) the Borrower shall have consummated its acquisition of the Texas City Refinery owned by BP Products North America Inc. ("BP") and the other transactions contemplated by the Purchase and Sale Agreement made and entered into as of October 7, 2012, by and among BP, BP Pipelines (North America) Inc. and Marathon Petroleum Company LP (the "Purchase Agreement"), all materially in accordance with applicable law and the Purchase Agreement,
... as such Purchase Agreement may be amended or modified so long as such amendments or modifications, individually or in the aggregate, are not adverse in any material respect to the Lenders; (ii) the Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendments Effective Date) of Jones Day, counsel for the Borrower, reasonably satisfactory to the Administrative Agent, and covering such matters relating to the Borrower or this Amendment as the Administrative Agent shall reasonably request (and the Borrower hereby requests such counsel to deliver such opinion); (iii) the Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated as of the Amendments Effective Date, certifying (i) the resolutions of the board of directors (or authorized committee thereof) of the Borrower authorizing the execution of this Amendment, (ii) the charter, bylaws or other applicable organizational documents of the Borrower and (iii) the names and true signatures of the officers executing this Amendment on behalf of the Borrower on the Amendments Effective Date; (iv) the Administrative Agent shall have received a certificate of good standing with respect to the Borrower from appropriate public officials in the jurisdiction of organization of the Borrower; (v) the Administrative Agent shall have received a certificate, dated the Amendments Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the Borrower's compliance with the conditions set forth in sub-clauses (viii) and (ix) of this Section 5(b), in form and substance reasonably satisfactory to the Administrative Agent; (vi) on or before the Amendments Effective Date, the Increasing Lenders, the Administrative Agent and the Arrangers shall have received all fees required 4 to be paid, and all reasonable out-of-pocket expenses required to be paid for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the Amendments Effective Date; (vii) the Lenders shall have received all documentation and other information that may be required by such Lenders in order to enable compliance with applicable "know your customer" and anti-money laundering rules and regulations, including information required by the Act and information described in Section 9.15 of the Credit Agreement, to the extent requested by the Lenders in writing to the Borrower reasonably in advance of the Amendments Effective Date; (viii) the representations and warranties of the Loan Parties set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on the Amendments Effective Date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on the Amendments Effective Date, such representations and warranties continue to be true and correct in all material respects as of such specified earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; (ix) on the Amendments Effective Date, no Default shall have occurred and be continuing; and (x) in the event any Subsidiary shall have become a Guarantor on or following the date hereof, the Administrative Agent (or its counsel) shall have received a reaffirmation agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by such Subsidiary, pursuant to which such Subsidiary shall consent to the amendments and the Commitment Increase effected by this Amendment and acknowledge that the Subsidiary Guarantee of such Subsidiary remains in full force and effect in accordance with its terms and constitutes a guarantee of the Borrower's obligations under the Credit Agreement as modified by this Amendment; provided that the Amendments Effective Date occurs on or prior to April 1, 2013.
View More
