Exhibit 10.41


 


THIRD AMENDMENT TO RESTATED CREDIT AGREEMENT


THIS THIRD AMENDMENT TO RESTATED CREDIT AGREEMENT
(this “Amendment”) dated as of the 4th day of November 2005, by and
among PLAINS MARKETING, L.P. (“Borrower”), BANK OF AMERICA, N.A., as Administrative
Agent, BNP Paribas, as Syndication Agent, Fortis Capital Corp., as
Documentation Agent, and the Lenders party hereto.


W I T N E S S E T H:


WHEREAS, Borrower, Administrative Agent and Lenders
named therein entered into 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 and Second Amendment to Restated Credit Agreement
dated as of May 20, 2005 (as heretofore amended, the “Original Agreement”) for
the purposes and consideration therein expressed; and


WHEREAS, Borrower, Administrative Agent and Lenders
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, 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


§ 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.


§ 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 § 1.2.


“Amendment” means
this Third Amendment to Credit Agreement.


“Credit Agreement”
means the Original Agreement as amended hereby.


ARTICLE II. — Amendments


§ 2.1.       Definitions.  The definition of “Request Period Termination
Date” set forth in Section 1.1 of the Original Agreement is hereby amended in
its entirety, effective as of November 19, 2005, to read as follows


“Request Period
Termination Date” means November 19, 2006, as such date may be extended
pursuant to Section 2.9.


§ 2.2.       Schedules  The Pricing Grid attached as Schedule I to
the Original Agreement is hereby amended in its entirety, effective as of the
effectiveness hereof, to read as set forth on Schedule I attached hereto.  The Lender Schedule attached as Schedule II
to the Original 

















 


Agreement shall remain
unchanged and shall continue to read as set forth on Schedule II attached
hereto.


§ 2.3.       Confirmation
of Prior Approved Financing Request 
Each Lender a party hereto hereby confirms that it has previously
approved the following Financing Request, which specifies a funding date after
the current Request Termination Date of November 19, 2005, and acknowledges and
agrees that such approval shall apply notwithstanding that the extension of the
Request Period Termination Date as provided in Section 2.1 hereof is not yet
effective:


 


1.               Financing Request-Initial dated October
10, 2005 with respect to a Delivery Month of October, 2005 and an Initial
Financing Request of $292,400,000.


ARTICLE III. — Conditions of Effectiveness


§ 3.1.       Effective
Date.  This Amendment shall become
effective as of the date first written above, when and only when


(i)  Administrative Agent shall have received, at
Administrative Agent’s office a counterpart of this Amendment executed and
delivered by Borrower and Lenders;


(ii)  Administrative Agent shall have additionally
received all of the following documents, each document (unless otherwise
indicated) being dated the date of receipt thereof by Administrative Agent,
duly authorized, executed and delivered, and in form and substance satisfactory
to Administrative Agent:


Supporting Documents.  Such
supporting documents as Administrative Agent may reasonably request.


ARTICLE
IV. — Representations and Warranties


§ 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 or updated, modified
or supplemented as of a subsequent date with the consent of Majority Lenders,
then in each case, such other date.


(b)           Borrower is duly authorized to
execute and deliver this Amendment, and Borrower is and will continue to be
duly authorized to borrow and perform its obligations under the Credit
Agreement.  Borrower has duly taken all
action necessary to authorize the execution and delivery of this Amendment and
to authorize the performance of its obligations hereunder.


(c)           The execution and delivery by
Borrower of this Amendment,  the
performance by it of its obligations hereunder, and the consummation of the
transactions contemplated hereby, do not and will not (i) violate any provision
of (1) Law applicable


 


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to it, (2) its organizational documents, or (3) any
judgment, order or material license or permit applicable to or binding upon it,
(ii) result in the acceleration of any Indebtedness owed by it, or (iii) result
in or require the creation of any consensual Lien upon any of its material
assets or properties, except as expressly contemplated in, or permitted by, the
Loan Documents.  Except as expressly
contemplated in, or permitted by, the Loan Documents, disclosed in the
Disclosure Schedule or disclosed pursuant to Section 6.4 of the Credit
Agreement, no permit, consent, approval, authorization or order of, and no
notice to or filing, registration or qualification with, any Governmental
Authority is required on the part of Borrower pursuant to the provisions of any
material Law applicable to it as a condition to its execution, delivery or
performance of this Amendment, or to consummate the transactions contemplated
hereby.


(d)           When duly executed and delivered,
this Amendment and each of the Loan Documents, as amended hereby, will be a
legal and binding obligation of Borrower, enforceable in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency or
similar Laws of general application relating to the enforcement of creditors’
rights and general principles of equity.


ARTICLE V. — Miscellaneous


§ 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
by Borrower.  Any reference to the Credit
Agreement in any Loan Document shall be deemed to refer to this Amendment
also.   The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
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.


§ 5.2.       Ratification
of Security Documents.  Borrower,
Administrative Agent, and Lenders each acknowledge and agree that any and all
indebtedness, liabilities or obligations, arising under or in connection with
the LC Obligations or the Notes, are Obligations and are secured indebtedness
under, and are secured by, each and every Security Document.  Borrower hereby re-pledges, re-grants and
re-assigns a security interest in and lien on every asset of Borrower described
as Collateral in any Security Document.


§ 5.3.       Survival
of Agreements.  All representations,
warranties, covenants and agreements of Borrower 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 under the Credit Agreement are paid in full.  All statements and agreements contained in
any certificate or instrument delivered by Borrower  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, Borrower
under this Amendment and under the Credit Agreement.


§ 5.4.       Loan
Documents.  This Amendment is a Loan
Document, and all provisions in the Credit Agreement pertaining to Loan
Documents apply hereto.


 


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§ 5.5.      GOVERNING LAW.  THIS
AMENDMENT 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.


§ 5.6.       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.  Delivery of an executed
signature page by facsimile transmission shall be effective as delivery of a
manual executed counterpart.


 


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IN WITNESS WHEREOF, this Amendment is executed as of
the date first above written.


	
  BORROWER:

  	
  PLAINS MARKETING, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Plains Marketing GP
  Inc., General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Al Swanson,

  
	
   

  	
   

  	
  Vice President —
  Finance and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LENDER
  PARTIES:

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  Administrative Agent,
  LC Issuer and Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  BNP PARIBAS,
  Syndication Agent and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  FORTIS CAPITAL CORP.,

  
	
   

  	
  Documentation Agent and
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  SOCIETE GENERALE,
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


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  WACHOVIA BANK, NATIONAL
  ASSOCIATION, Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF SCOTLAND,
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  COMERICA BANK, Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, N.A.,
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,
  N.A., Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMERZBANK AG, NEW
  YORK AND GRAND CAYMAN BRANCHES, Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


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  THE BANK OF NOVA
  SCOTIA, Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  SUNTRUST BANK,
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


 


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