EXHIBIT
10.1


 


SECOND AMENDMENT TO RESTATED CREDIT AGREEMENT


 


THIS SECOND AMENDMENT TO
RESTATED CREDIT AGREEMENT (this “Amendment”) executed as of the 11th day of
May, 2005, to be effective as of the 20th day of May, 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
(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 Second
Amendment to Credit Agreement.


 


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


 


ARTICLE II. — Amendments


 


§ 2.1.                    Definitions.  The definition of “Maximum Facility Amount”
set forth in Section 1.1 of the Original Agreement is hereby amended in
its entirety to read as follows


 


“Maximum Facility Amount” means
$800,000,000, as such Maximum Facility Amount may be increased from time to
time pursuant to Section 2.1(e).


 


Section 1.1
of the Original Agreement is hereby amended by adding the following new defined
terms in their proper alphabetical order:


 


“Documentation Agent” means Fortis Capital Corp., and its
successors in such capacity.


 


“Syndication
Agent” means BNP Paribas, and its successors in such capacity.


 


§ 2.2.                    Increase of
Maximum Facility Amount.  Clause (ii) of
Section 2.1(e) of the Original Agreement is hereby deleted in its
entirety, and clause (iii) of such Section 2.1(e) is hereby
redesignated as clause (ii) thereof.


 





















 


§ 2.3.                    Syndication
Agent and Documentation Agent.  BNP
Paribas and Fortis Capital Corp. are hereby appointed Syndication Agent and
Documentation Agent under the Credit Agreement, respectively, and each hereby
accepts such appointment.  In connection
therewith, Section 9.8 of the Original Agreement is hereby amended in its
entirety to read as follows:


 


Section 9.8.  No Other
Duties, Etc.  Anything herein to the
contrary notwithstanding, none of Administrative Agent, Syndication Agent or
Documentation Agent shall have any powers, duties or responsibilities under
this Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as Administrative Agent, Syndication Agent or Documentation Agent,
or as a Lender or an LC Issuer hereunder.


 


§ 2.4.                    Schedules  Schedule II to the Original Agreement is
hereby amended in its entirety to read as set forth on Schedule II
attached hereto.  Upon the effectiveness
hereof, each Lender a party hereto agrees to a portion of the Maximum Facility
Amount equal to the amount set forth opposite its name on such Schedule II
of the Credit Agreement.


 


§ 2.5.                    Confirmation
of Prior Approved Financing Requests 
Each Lender a party hereto hereby confirms that it has previously
approved the following Financing Requests and acknowledges and agrees that such
approvals shall apply with respect to its portion of the Maximum Facility
Amount agreed to hereby:


 


1.               Financing
Request-Initial dated April 6, 2005 with respect to a Delivery Month of
April, 2005 and an Initial Financing Request of $496,800,000 and related
Financing Request-Final dated April 29, 2005 with Final Financing Request
of $482,000,000.


 


2.               Special
Financing Request 2005 #3.2 dated April 6, 2005 totaling $4,400,000 and
Special Financing Request 2005 #3.3 dated April 29, 2005 totaling
$4,400,000.


 


3.               Financing
Request-Initial dated April 29, 2005 with respect to a Delivery Month of
May, 2005 and an Initial Financing Request of $600,100,000.


 


4.               Special
Financing Request 2005 #5.1 dated April 29, 2005 totaling $18,700,000.


 


5.               Special
Financing Request 2005 #6.1 dated April 29, 2005 totaling $7,300,000.


 


§ 2.6.                    New Lenders.  Upon their execution and as of the
effectiveness hereof, each of JPMorgan Chase Bank, N.A., Commerzbank AG, New
York and Grand Cayman Branches, The Bank of Nova Scotia, and SunTrust Bank
shall be a party to the Credit Agreement and shall have the rights and
obligations of a Lender thereunder.


 


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:


 


New Notes. 
New Notes, payable to each new Lender and each existing Lender that is
increasing its Percentage Share of the Maximum Facility Amount, in the amount
of such Lender’s Percentage Share of the Maximum Facility Amount.


 


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


 


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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 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


 


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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.


 


§ 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:

  	
    /s/ Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Al Swanson, Vice President 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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