exv10w1



 





Exhibit 10.1




JOINDER AND SUPPLEMENT




     Reference is made to that certain Restated Credit Agreement dated as of November 19, 2004, as
amended by First Amendment to Restated Credit Agreement dated as of April 20, 2005, Second
Amendment to Restated Credit Agreement dated as of May 20, 2005, Third Amendment to Restated Credit
Agreement dated as of November 4, 2005 and Fourth Amendment to Restated Credit Agreement dated as
of November 16, 2006 (as amended, the “Credit Agreement”) by and among Plains Marketing,
L.P. (“Borrower”), Bank of America, N.A., as Administrative Agent and the Lenders party
thereto. Terms defined in the Credit Agreement are used herein with the same meaning.



     WHEREAS, pursuant to Section 2.1(e) of the Credit Agreement, Borrower may with the prior
approval of the Administrative Agent, not to be unreasonably withheld, cause from time to time an
increase in the Maximum Facility Amount by (a) adding to the Credit Agreement one or more
additional Lenders and/or (b) allowing one or more existing Lenders to increase their portion of
the Maximum Facility Amount; and



     WHEREAS, Borrower has proposed, and Administrative Agent has approved, that ING Capital LLC
and Mizuho Corporate Bank, Ltd. (each a “New Lender”) become Lenders under the Credit
Agreement, and that the other Lenders party hereto increase their Percentage Share of the Maximum
Facility Amount, resulting in an aggregate Maximum Facility Amount under the Credit Agreement of
$1,200,000,000 as of the date hereof; and



     WHEREAS, the New Lenders desire to become Lenders under the Credit Agreement and provide a
portion of the Maximum Facility Amount, and the other Lenders party hereto desire to increase their
Percentage Share of the Maximum Facility Amount;



     Accordingly:



     1. Each New Lender hereby agrees to become a Lender under the Credit Agreement and effective
as of June 20, 2007 provide a Percentage Share of the Maximum Facility Amount as follows:



	 	 	 
	 	 	Percentage Share of
	New Lender	 	Maximum Facility Amount
	ING Capital LLC
	 	$50,000,000
	Mizuho Corporate Bank, Ltd.
	 	$45,000,000






     2. Each New Lender (i) confirms that it has received a copy of the Credit Agreement, together
with copies of the financial statements referred to in Section 6.2 thereof and such other documents
and information as it has deemed appropriate to make its own credit analysis and decision to enter
into this Joinder and Supplement; (ii) agrees that it will, independently and without reliance upon
Administrative Agent or any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement; (iii) appoints and authorizes Administrative Agent to take such
action as agent on its behalf and to exercise such



1









 







powers and discretion under the Credit Agreement as are delegated to Administrative Agent by
the terms thereof, together with such powers and discretion as are reasonably incidental thereto;
(iv) agrees that it will perform in accordance with their terms all of the obligations that by the
terms of the Credit Agreement are required to be performed by it as a Lender; (v) attaches any U.S.
Internal Revenue Service or other forms required under Section 10.5, and (vi) attaches an
Administrative Questionnaire with respect to such New Lender.




     3. Each existing Lender a party hereto hereby agrees effective as of June 20, 2007 to increase
its Percentage Share of the Maximum Facility Amount as follows:



	 	 	 	 	 	 	 
	 	 	Existing Percentage	 	 	 	New Percentage
	 	 	Share of Maximum	 	 	 	Share of Maximum
	Lender	 	Facility Amount	 	Increase	 	Facility Amount
	BNP Paribas
	 	$175,000,000.00	 	$20,000,000	 	$195,000,000.00
	Fortis Capital Corp.
	 	$170,000,000.00	 	$25,000,000	 	$195,000,000.00
	Societe Generale
	 	$100,000,000.00	 	$20,000,000	 	$120,000,000.00
	JPMorgan Chase Bank
	 	$75,000,000.00	 	$20,000,000	 	$95,000,000.00
	Commerzbank AG, New York
	 	$55,000,000.00	 	$20,000,000	 	$75,000,000.00
	and Grand Cayman Branches
	 	 	 	 	 	 






     4. Following the execution of this Joinder and Supplement, it will be delivered to
Administrative Agent for acceptance and recording. The effective date for this Joinder and
Supplement (the “Effective Date”) shall be the date hereof, and upon such effectiveness each New
Lender shall be a Lender under the Credit Agreement and, to the extent provided herein and in the
Credit Agreement, have the rights and obligations of a Lender thereunder, the Percentage Share of
the Maximum Facility Amount of each other Lender a party hereto shall be increased as set forth
herein, and the Percentage Shares of the Maximum Facility Amount and Percentage Shares of each
Lender shall be as set forth on Schedule II attached hereto.



     5. Each New Lender hereby approves the following Financing Requests, and each other Lender
party hereto hereby confirms that it has previously approved such Financing Requests, which specify
a funding date of June 20, 2007 (except as to the Financing Request in clause (b) below, which is
to be funded in July 2007), and each New Lender and each other Lender party hereto hereby agrees
that such approval shall apply with respect to its portion of the Maximum Facility Amount agreed to
hereby:




	 	(a)	 	Financing Request-Initial dated May 1, 2007 with respect to a Delivery Month of June,
2007 and an Initial Financing Request of $677,300,000 and related Financing Request-Final
dated June 5, 2007 with Final Financing Request of $693,800,000.
	 
	 	(b)	 	Financing Request-Initial dated June 5, 2007 with respect to a Delivery Month of July,
2007 and an Initial Financing Request of $761,200,000.
	 
	 	(c)	 	Special Financing Request 2007 #10.2 dated June 5, 2007 totaling $7,000,000.
	 
	 	(d)	 	Special Financing Request 2007 #11.2 dated June 5, 2007 totaling $28,000,000.
	 
	 	(e)	 	Special Financing Request 2007 #12.2 dated June 5, 2007 totaling $59,700,000.
	 
	 	(f)	 	Special Financing Request 2007 #13.2 dated June 5, 2007 totaling $22,700,000.





2









 






	 	(g)	 	Special Financing Request 2007 #14.2 dated June 5, 2007 totaling $26,700,000.
	 
	 	(h)	 	Special Financing Request 2007 #15.1 dated June 5, 2007 totaling $29,900,000.
	 
	 	(i)	 	Special Financing Request 2007 #16.1 dated June 5, 2007 totaling $19,800,000.





     6. This Joinder and Supplement shall be governed by, and construed in accordance with, the
Laws of the State of New York.



     7. This Joinder and Supplement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




3









 








     IN WITNESS WHEREOF, each New Lender and each other Lender a party hereto has caused this
Agreement to be executed by its officers thereunto duly authorized as of the date specified
thereon.



	 	 	 	 	 
	 	ING CAPITAL LLC, a New Lender

 	 
	 	By:  	/s/ Cheryl Labelle
 	 
	 	 	Name:  	Cheryl Labelle 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	MIZUHO CORPORATE BANK, LTD.,

a New Lender

 	 
	 	By:  	/s/ Raymond Ventura
 	 
	 	 	Name:  	Raymond Ventura 	 
	 	 	Title:  	Deputy General Manager 	 
	 



	 	 	 	 	 
	 	BNP PARIBAS, Lender

 	 
	 	By:  	/s/ Edward K. Chin
 	 
	 	 	Name:  	Edward K. Chin 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                       /s/ Jordan Nenoff
 	 
	 	 	Name:  	Jordan Nenoff 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	FORTIS CAPITAL CORP., Lender

 	 
	 	By:  	/s/ Chad Clark
 	 
	 	 	Name:  	Chad Clark 	 
	 	 	Title:  	Sr. Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                     /s/ Irene C. Rummel
 	 
	 	 	Name:  	Irene C. Rummel 	 
	 	 	Title:  	Senior Vice President 	 
	 




4









 








	 	 	 	 	 
	 	SOCIETE GENERALE, Lender

 	 
	 	By:  	/s/ Chung-Taek Oh
 	 
	 	 	Name:  	Chung-Taek Oh 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                                  /s/ Barbara Paulsen
 	 
	 	 	Name:  	Barbara Paulsen 	 
	 	 	Title:  	Managing Director 	 
	 




	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., Lender

 	 
	 	By:  	/s/ Tara Narasiman
 	 
	 	 	Name:  	Tara Narasiman 	 
	 	 	Title:  	Associate 	 
	 



	 	 	 	 	 
	 	COMMERZBANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, Lender

 	 
	 	By:  	/s/ Andrew Campbell
 	 
	 	 	Name:  	Andrew Campbell 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                                /s/ Barbara Stacks
 	 
	 	 	Name:  	Barbara Stacks 	 
	 	 	Title:  	Assistant Vice President 	 
	 




5









 








Accepted
this 15th day of June, 2007




BANK OF AMERICA, N.A., Administrative Agent




	 	 	 	 	 
	By:

	 	/s/ Christen A. Lacey
	 	 
	 

	 	 	 	 
	 

	 	Christen A. Lacey, Principal	 	 






     Plains Marketing hereby approves (i) each of ING Capital LLC and Mizuho Corporate Bank, Ltd.
as new Lenders and (ii) the increased Percentage Shares of the Maximum Facility Amount for each of
BNP Paribas, Fortis Capital Corp., Societe Generale, JPMorgan Chase Bank and Commerzbank AG, New
York and Grand Cayman Branches, as of this ___day of June, 2007, and agrees to pay to
Administrative Agent for the account of such Lenders the following fees:



	 	 	 	 	 
	Lender	 	Fee
	ING Capital LLC

	 	$	5,000.00	 
	Mizuho Corporate Bank, Ltd.

	 	$	4,500.00	 
	BNP Paribas

	 	$	2,000.00	 
	Fortis Capital Corp.

	 	$	2,500.00	 
	Societe Generale

	 	$	2,000.00	 
	JPMorgan Chase Bank

	 	$	2,000.00	 
	Commerzbank AG, New York

	 	$	2,000.00	 
	and Grand Cayman Branches
	 	 	 	 






     Plains Marketing hereby represents and warrants that no Event of Default has occurred which is
continuing.



	 	 	 	 	 
	PLAINS MARKETING, L.P.	 	 
	 
	 	 	 	 
	By:

	 	Plains Marketing GP, Inc., General Partner
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By:

	 	/s/ Al Swanson
 

Al Swanson, Vice President and Treasurer
	 	 






6









 








SCHEDULE II




LENDER SCHEDULE




	 	 	 	 	 	 	 	 	 
	 	 	Percentage Share of	 	 	 	 
	 	 	Maximum Facility	 	 	Percentage	 
	Lender	 	Amount	 	 	Share1	 
	Bank of America, N.A.
	 	$	110,000,000.00	 	 	 	9.166667	%
	BNP Paribas
	 	$	195,000,000.00	 	 	 	16.250000	%
	Fortis Capital Corp.
	 	$	195,000,000.00	 	 	 	16.250000	%
	Societe Generale
	 	$	120,000,000.00	 	 	 	10.000000	%
	Wachovia Bank, National Association
	 	$	75,000,000.00	 	 	 	6.250000	%
	JPMorgan Chase Bank, N.A.
	 	$	95,000,000.00	 	 	 	7.916667	%
	Commerzbank AG,
New York and Grand Cayman Branches
	 	$	75,000,000.00	 	 	 	6.250000	%
	The Bank of Nova Scotia
	 	$	100,000,000.00	 	 	 	8.333333	%
	SunTrust Bank
	 	$	55,000,000.00	 	 	 	4.583333	%
	Bank of Scotland
	 	$	15,000,000.00	 	 	 	1.250000	%
	Wells Fargo Bank, N.A.
	 	$	35,000,000.00	 	 	 	2.916667	%
	DnB NOR Bank ASA
	 	$	35,000,000.00	 	 	 	2.916667	%
	ING Capital LLC
	 	$	50,000,000.00	 	 	 	4.166667	%
	Mizuho Corporate Bank, Ltd.
	 	$	45,000,000.00	 	 	 	3.750000	%
	 
	TOTALS
	 	$	1,200,000,000.00	 	 	 	100.000000	%






1Rounded to six decimal places








7