EXHIBIT 10.19
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of the
29th day of June, 1999, by and among PLAINS XXXXXXXX PERMIAN, L.P. ("Borrower")
and BANKBOSTON, N.A., as Administrative Agent (in such capacity, "Administrative
Agent"), and the Lenders party hereto.
W I T N E S S E T H:
WHEREAS, Borrower, Administrative Agent, and Lenders entered into that
certain Credit Agreement dated as of May 12, 1999 (as amended, restated, or
supplemented to the date hereof, the "Original Agreement") for the purposes and
consideration therein expressed, pursuant to which Lenders became obligated to
make and made loans to Borrower as therein provided; and
WHEREAS, Borrower, Administrative Agent, and the Lenders party hereto
desire to amend the Original Agreement for the purposes described herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein and in the Original Agreement, in consideration
of the loans which may hereafter be made by Lenders to Borrower, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I. -- DEFINITIONS AND REFERENCES
Section 1.1. TERMS DEFINED IN THE ORIGINAL AGREEMENT. Unless the context
otherwise requires or unless otherwise expressly defined herein, the terms
defined in the Original Agreement shall have the same meanings whenever used in
this Amendment.
Section 1.2. OTHER DEFINED TERMS. Unless the context otherwise requires,
the following terms when used in this Amendment shall have the meanings assigned
to them in this Section 1.2.
"AMENDMENT" means this First Amendment to Credit Agreement.
"CREDIT AGREEMENT" means the Original Agreement as amended hereby.
ARTICLE II. -- AMENDMENTS
Section 2.1. MANDATORY PREPAYMENTS. The following Section 2.7(d) is
hereby added to the Original Agreement:
"(d) Without limitation of anything contained in this Section 2.7, on
the 12th day of May of each year, beginning May 12, 2000, Borrower shall
pay to Administrative Agent a principal payment on the Term Loans equal to
$650,000 to be distributed to the Term Lenders pro rata in accordance with
each Term Lender's ratable portion of the
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Terms loan then outstanding. The outstanding principal balance of, and
all accrued and unpaid interest on, the Term Loan shall be due and payable
on the Term Loan Maturity Date."
Section 2.2. ASSIGNMENTS. Section 10.5(c)(ii) of the Original Agreement
is hereby amended in its entirety to read as follows:
"(ii) In the case of an assignment by a Term Lender, after such
assignment is made the outstanding Term Loans of both the assignor and
assignee shall equal or exceed $5,000,000, except with respect to an
assignment of all such Lender's Term Loans or such lesser amount as may be
agreed to by the Administrative Agent and Borrower (except that no such
minimum shall be applicable with respect to an assignment to a Lender);
provided, however, that (A) any Term Lender may assign all or any portion
of its outstanding Term Loan made as part of the Xxxxxxxx Permian Advance
without assigning any commitment of such Term Lender to make any subsequent
advance of its Term Loan as part of the Chevron Advance and (B) the
assignee of any Term Loan described in the immediately preceding
subparagraph (A) shall be deemed to be a 'Lender' and a 'Term Lender'
hereunder for all purposes except for the obligations of Term Lenders to
make an advance as part of the Chevron Advance under Section 2.1(b)."
Section 2.3. ASSIGNMENT AND ACCEPTANCE. Paragraphs 1 and 5 of the
Assignment and Acceptance attached to the Original Agreement as Exhibit H are
hereby amended in their entirety to read as follows:
"1. The Assignor hereby sells and assigns to the Assignee, without
recourse and without representation or warranty except as expressly set
forth herein, and the Assignee hereby purchases and assumes from the
Assignor, an interest in and to the Assignor's rights and obligations under
the Agreement and the other Loan Documents as of the date hereof equal to
[$____________ of its Revolving Loan Commitments which is the Revolver
Percentage Share specified on Schedule 1. After giving effect to such sale
and assignment, the Assignee's Revolver Commitment and the amount of the
Revolver Loans owing to the Assignee will be as set forth on Schedule
1.][$____________ of its Term Loan arising from the Xxxxxxxx Permian
Advance.][$______________ of its Term Loan which includes $__________ of
the Xxxxxxxx Permian Advance and $_____________ of the commitment to make
the Chevron Advance.]"
"5. Upon such acceptance and recording by Administrative Agent, as of
the Effective Date, (i) the Assignee shall be a party to the Agreement and,
to the extent provided in this Assignment and Acceptance, have the rights
and obligations of a Lender thereunder and (ii) the Assignor shall, to the
extent provided in this Assignment and Acceptance, relinquish its rights
and be released from its obligations under the Agreement [; provided,
however, that notwithstanding anything to the contrary contained herein,
Assignor has not assigned to Assignee any obligation to make, and Assignee
shall have no obligation to make, any advance of the Term Loan as part of
the Chevron Advance]."
ARTICLE III. -- CONDITIONS OF EFFECTIVENESS
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Section 3.1. EFFECTIVE DATE. This Amendment shall become effective as of
the date first above written when and only when Administrative Agent shall have
received, at Administrative Agent's office, a counterpart of this Amendment
executed and delivered by Borrower and Majority Lenders.
ARTICLE IV. -- REPRESENTATIONS AND WARRANTIES
Section 4.1. REPRESENTATIONS AND WARRANTIES OF BORROWER. In order to
induce Administrative Agent and Lenders to enter into this Amendment, Borrower
represents and warrants to Administrative Agent and each Lender that:
(a) The representations and warranties contained in Article V of the
Original Agreement, are true and correct at and as of the time of the
effectiveness hereof except to the extent that such representation and
warranty was made as of a specific date.
(b) Each Restricted Person is duly authorized to execute and deliver
this Amendment to the extent a party thereto, and Borrower is and will
continue to be duly authorized to borrow and perform its obligations under
the Credit Agreement. Each Restricted Person has duly taken all action
necessary to authorize the execution and delivery of this Amendment, to the
extent a party thereto, and to authorize the performance of its respective
obligations hereunder.
(c) The execution and delivery by each Restricted Person of this
Amendment, to the extent a party hereto, the performance by each Restricted
Person of its respective obligations hereunder, and the consummation of the
transactions contemplated hereby, do not and will not conflict with any
provision of law, statute, rule or regulation or of the constituent
documents of any Restricted Person, or of any material agreement, judgment,
license, order or permit applicable to or binding upon any Restricted
Person, or result in the creation of any lien, charge or encumbrance upon
any assets or properties of any Restricted Person, except in favor of
Administrative Agent for the benefit of Lenders. Except for those which
have been duly obtained, no consent, approval, authorization or order of
any court or governmental authority or third party is required in
connection with the execution and delivery by any Restricted Person of this
Amendment, to the extent a party thereto, or to consummate the transactions
contemplated hereby.
(d) When this Amendment has been duly executed and delivered, each of
the Loan Documents, as amended by this Amendment, will be a legal and
binding instrument and agreement of each Restricted Person, to the extent a
party thereto, enforceable in accordance with its terms, (subject, as to
enforcement of remedies, to applicable bankruptcy, insolvency and similar
laws applicable to creditors' rights generally and to general principles of
equity).
ARTICLE V. -- MISCELLANEOUS
Section 5.1. RATIFICATION OF AGREEMENTS. The Original Agreement, as
hereby amended, is hereby ratified and confirmed in all respects. The Loan
Documents, as they may be amended or affected by this Amendment, are hereby
ratified and confirmed in all respects. Any reference to the Credit Agreement
in any Loan Document shall be deemed to refer to this Amendment also.
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The execution, delivery and effectiveness of this Amendment shall not, except
as expressly provided herein or therein, operate as a waiver of any right,
power or remedy of Administrative Agent or any Lender under the Credit
Agreement or any other Loan Document nor constitute a waiver of any provision
of the Credit Agreement or any other Loan Document.
Section 5.2. SURVIVAL OF AGREEMENTS. All representations, warranties,
covenants and agreements of the Restricted Persons herein shall survive the
execution and delivery of this Amendment and the performance hereof, including
without limitation the making or granting of each Loan, and shall further
survive until all of the Obligations are paid in full. All statements and
agreements contained in any certificate or instrument delivered by any
Restricted Person hereunder or under the Credit Agreement to Administrative
Agent or any Lender shall be deemed to constitute representations and warranties
by, or agreements and covenants of, such Restricted Person under this Amendment
and under the Credit Agreement.
Section 5.3. LOAN DOCUMENTS. This Amendment is a Loan Document, and all
provisions in the Credit Agreement pertaining to Loan Documents apply hereto and
thereto.
Section 5.4. GOVERNING LAW. THIS AMENDMENT AND THE OTHER AMENDMENT
DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA IN ALL
RESPECTS, INCLUDING CONSTRUCTION, VALIDITY AND PERFORMANCE.
Section 5.5. COUNTERPARTS. This Amendment may be separately executed in
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed shall be deemed to constitute one and the same
Amendment.
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IN WITNESS WHEREOF, this Amendment is executed as of the date first above
written.
PLAINS XXXXXXXX PERMIAN, L.P.
By: PLAINS ALL AMERICAN INC.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
BANKBOSTON, N.A.,
Administrative Agent, LC Issuer and Lender
By: /s/ Xxxxxxxx Xxxxx
-------------------------------------
Xxxxxxxx Xxxxx
Director
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CONSENT AND ACKNOWLEDGMENT
Each of the undersigned hereby consents to the provisions of this Amendment
and the transactions contemplated herein, and hereby ratifies and confirms its
respective Guaranty dated as of May 12, 1999, made by it for the benefit of
Administrative Agent, and agrees that its obligations and covenants thereunder
are unimpaired hereby and shall remain in full force and effect.
Date: June 29, 1999
XXXXXXXX PERMIAN LLC
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX PERMIAN PIPE LINE LLC
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
