of GP Inc. signing this instrument is the
duly elected, qualified and acting officer or authorized agent of GP Inc. as
indicated below such officer's signature hereto having all necessary authority
to act for the Borrower.
(b)
There does not exist on the date hereof any condition or event which
constitutes a Default which has not been waived in writing as provided in
Section 10.1(a) of the Agreement; nor will any such Default exist upon receipt
and application of the Loans requested hereby.
(c)
The Loan Documents have not been modified, amended or supplemented by any
unwritten representations or promises, by any course of dealing, or by any other
means not provided for in Section 10.1(a) of the Agreement.
The Agreement and
the other Loan Documents are hereby ratified, approved, and confirmed in all
respects.
1
The officer or authorized agent of GP Inc. signing this instrument hereby
certifies that, to the best of his knowledge after due inquiry, the above
representations, warranties, acknowledgments, and agreements of Borrower are
true, correct and complete in all material respects.
IN WITNESS WHEREOF, this instrument is executed as of
,
.
PLAINS MARKETING, L.P.
By:
PLAINS MARKETING GP INC.,
its general partner
By:
Name:
Title:
2
EXHIBIT D-1
OPINION OF IN-HOUSE COUNSEL TO BORROWER
3
EXHIBIT D-2
OPINION OF FULBRIGHT & JAWORSKI, L.L.P., COUNSEL TO BORROWER
4
EXHIBIT E
LETTER OF CREDIT APPLICATION AND AGREEMENT
5
EXHIBIT F
Irrevocable Standby Letter of Credit
DATE:
BENEFICIARY
CONFIRMING OUR CABLE OF TODAY
Credit Number:
Dear Sir or Madam:
BY ORDER OF:
PLAINS MARKETING, L.P.
HOUSTON, TX
77002
We hereby open in your favor our Irrevocable Standby Letter of Credit for the
account of PLAINS MARKETING, L.P. for a sum of approximately US DOLLARS
(
)
available by your draft(s) at SIGHT on OURSELVES effective
and expiring at OUR COUNTERS on
.
DRAFTS MUST BE ACCOMPANIED BY:
1.
COPY(IES) OF COMMERCIAL INVOICE(S)
MARKED "UNPAID" ISSUED TO PLAINS MARKETING, L.P.
COVERING CRUDE OIL DELIVERED
IN
,
.
2.
WARRANTY OF TITLE ISSUED TO PLAINS
MARKETING, L.P.
AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF
CERTIFYING THAT "IN CONSIDERATION OF YOUR PAYMENT OF THE ATTACHED INVOICE, WE
HEREBY EXPRESSLY WARRANT THAT WE HAD MARKETABLE TITLE TO SUCH MATERIAL, AND THAT
WE HAD FULL RIGHT AND AUTHORITY TO TRANSFER AND EFFECT DELIVERY OF SUCH MATERIAL
TO YOU OR YOUR ASSIGNS AND HEREBY AGREE TO PROTECT, INDEMNIFY AND HOLD PLAINS
MARKETING, L.P. HARMLESS FROM AND AGAINST ANY AND ALL COSTS, DAMAGES, EXPENSES,
AND CLAIMS, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES, WHICH YOU
MIGHT SUFFER OR INCUR ARISING OR RESULTING FROM ANY BREACH OF THE ABOVE
WARRANTY."
3.
A STATEMENT SIGNED BY AN AUTHORIZED
REPRESENTATIVE OF
STATING THAT:
HEREBY CERTIFIES THAT INVOICED QUANTITIES OF
1
PRODUCT HAVE BEEN DELIVERED FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES TO
PLAINS MARKETING, L.P. WHICH HAS FAILED TO PAY FOR THIS PRODUCT, AND THE MONIES
HEREBY DRAWN ARE DUE AND PAYABLE.
SPECIAL CONDITIONS:
A.
THIS LETTER OF