to "Each of
Borrower and PAA acknowledges", the reference to "by or on behalf of Borrower"
in clause (a) thereof is amended to refer instead to "by or on behalf of
Borrower or PAA", and the reference to "with respect to Borrower or its
securities" in clause (b) thereof is amended to refer instead to "with respect
to Borrower, PAA or their respective securities". The reference to "If Borrower"
in the second sentence of the second paragraph of Section 6.3 is amended to
refer instead to "If Borrower or PAA", the reference to "Borrower shall be
deemed" in clause (x) thereof is amended to refer instead to "each of Borrower
and PAA shall be deemed", and the reference to "with respect to Borrower or its
securities" therein is amended to refer instead to "with respect to Borrower,
PAA or their respective securities"
Section 6.5 is amended by adding a new sentence immediately following the
first sentence thereof, to read as follows: "PAA will maintain and preserve its
existence, except in each case (a) where the failure so to maintain or preserve
would not be reasonably expected to cause a Material Adverse Change (as defined
in the PAA Credit Agreement) or (b) as a result of statutory conversion."
§ 2.4. Events of Default and Remedies. Article VIII of the Original
Agreement is hereby amended as follows:
The reference to "Borrower fails to pay any Obligation" in Section 8.1(b)
is amended to refer instead to "Either Borrower or PAA fails to pay any
Obligation".
The reference to "Borrower fails" in Section 8.1(d) is amended to refer
instead to "Either Borrower or PAA fails".
The reference to "by or on behalf of Borrower in connection with any Loan
Document" in Section 8.1(e) is amended to refer instead to "by or on behalf of
Borrower or PAA in connection with any Loan Document to which it is a party".
§ 2.5. Miscellaneous. Article X of the Original Agreement is hereby amended
as follows:
The reference to "any departure by Borrower therefrom" in the third
sentence of Section 10.1(a) is amended to refer to "any departure by Borrower or
PAA therefrom", and the reference to "Majority Lenders and Borrower" therein is
amended to refer instead
4
to "Majority Lenders, Borrower and PAA". Clause (vii)(A) of Section 10.1(a) is
amended in its entirety to read as follows: "(A) Borrower from its obligation to
pay such Lender's Note or PAA from its obligations under the PAA Guaranty".
The reference to "Borrower hereby represents" in Section 10.1(b) is amended
to refer instead to "Each of Borrower and PAA hereby represents", the reference
to "fiduciary obligation toward Borrower" is amended to refer instead to
"fiduciary obligation toward Borrower or PAA", the reference to "Borrower, on
one hand" is amended to refer instead to "Borrower and PAA, on one hand", and
the reference to "between Borrower and any Lender Party" is amended to refer
instead to "between Borrower or PAA and any Lender Party".
The reference to "Borrower's various