Waivers and Amendments; Acknowledgments. (a) No failure or delay (whether by course of conduct or otherwise) by any Bank or Administrative Agent in exercising any right, power or remedy which they may have under any of the Loan Papers shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by any Bank or Administrative Agent of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Loan Paper and no consent to any departure therefrom shall ever be effective unless it is in writing and signed by Required Banks and/or Administrative Agent in accordance with Section 14.2(c) hereof, and then such waiver or consent shall be effective only in the specific instances and for the purposes for which given and to the extent specified in such writing. No notice to or demand on Borrower shall in any case of itself entitle Borrower to any other or further notice or demand in similar or other circumstances. This Agreement and the other Loan Papers set forth the entire understanding and agreement of the parties hereto and thereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no modification or amendment of or supplement to this Agreement or the other Loan Papers shall be valid or effective unless the same is in compliance with Section 14.2(c).
Waivers and Amendments; Acknowledgments. 65 Section 10.2. Survival of Agreements; Cumulative Nature...........................66 Section 10.3. Notices.............................................................67 Section 10.4. Payment of Expenses; Indemnity......................................67 Section 10.5. Joint and Several Liability; Parties in Interest; Assignments.......68 Section 10.6. Confidentiality.....................................................70 Section 10.7. Governing Law; Submission to Process................................70 Section 10.8. Limitation on Interest..............................................71 Section 10.9. Termination; Limited Survival.......................................72 Section 10.10. Severability........................................................72 Section 10.11. Counterparts........................................................72 Section 10.12. Waiver of Jury Trial, Punitive Damages, etc.........................72 Section 10.13.
Waivers and Amendments; Acknowledgments. 65 Section 10.2. Survival of Agreements; Cumulative Nature.................67 Section 10.3. Notices...................................................67 Section 10.4. Payment of Expenses; Indemnity............................68 Section 10.5. Joint and Several Liability; Parties in Interest; Assignments...............................................69 Section 10.6. Confidentiality...........................................72 Section 10.7. GOVERNING LAW; SUBMISSION TO PROCESS......................72 Section 10.8. Limitation on Interest....................................73 Section 10.9. Termination; Limited Survival.............................74 Section 10.10. Severability..............................................74 Section 10.11. Counterparts..............................................74 Section 10.12. Waiver of Jury Trial, Punitive Damages, etc...............74 Schedules and Exhibits: Schedule 1 - Lender Schedule Schedule 2 - Disclosure Schedule Schedule 3 - Security Schedule Schedule 4 - Insurance Schedule Schedule 5 - Capital Expenditures Exhibit A-1 - Revolver Note Exhibit A-2 - Term Note Exhibit B - Borrowing Notice Exhibit C - Continuation/Conversion Notice Exhibit D - Certificate Accompanying Financial Statements Exhibit E-1 - Opinion of In-House Counsel for Restricted Persons Exhibit E-2 - Opinion of Counsel for Restricted Persons Exhibit F - Environmental Compliance Certificate Exhibit G - Letter of Credit Application and Agreement Exhibit H - Assignment and Acceptance Agreement Exhibit I - Officer's Certificate Exhibit J - Service and Exchange Agreement Exhibit K - Agreement for the Allocation of Taxes Exhibit L - Netting Agreement Exhibit M - Support Service Agreement CREDIT AGREEMENT THIS CREDIT AGREEMENT is made as of July 30, 1998, by and among PLAINS ALL AMERICAN INC., a Delaware corporation ("Borrower"), ING (U.S.) CAPITAL CORPORATION, as administrative agent (in such capacity, "Administrative Agent"), ING BARING (U.S.) CAPITAL CORPORATION, as syndication agent (in such capacity, "Syndication Agent") and BANKBOSTON, N.A., as documentation agent (in such capacity, "Documentation Agent") and the Lenders referred to below. In consideration of the mutual covenants and agreements contained herein the parties hereto agree as follows:
Waivers and Amendments; Acknowledgments. Section 10.2. Survival of Agreements; Cumulative Nature
Waivers and Amendments; Acknowledgments. 45 Section 10.2. Survival of Agreements; Cumulative Nature 46 Section 10.3. Notices 47 Section 10.4. Payment of Expenses; Indemnity 47 Section 10.5. Parties in Interest 48 Section 10.6. Assignments and Participations 49 Section 10.7. Confidentiality 50 Section 10.8. Governing Law; Submission to Process 51 Section 10.9. Limitation on Interest 51 Section 10.10. Termination; Limited Survival 52 Section 10.11. Severability 52 Section 10.12. Counterparts; Fax 52 Section 10.13. Waiver of Jury Trial, Punitive Damages, etc. 52 Section 10.14. Defined Terms 53 Section 10.15. Annex I, Exhibits and Schedules; Additional Definitions 53 Section 10.16. Amendment of Defined Instruments 53 Section 10.17. References and Titles 53 Section 10.18. Calculations and Determinations 53 Section 10.19. Construction of Indemnities and Releases 54 Section 10.20. Termination of Existing US Agreement 54 Schedules and Exhibits: Annex I - Defined Terms Annex II - Lenders Schedule Schedule 1 - Disclosure Schedule Schedule 2 - Surety Bonds & Letters of Credit Exhibit A-1 - Tranche A Promissory Note Exhibit A-2 - Tranche B Promissory Note Exhibit A-3 - US Swing Promissory Note Exhibit B - Borrowing Notice Exhibit C - Continuation/Conversion Notice Exhibit D - Certificate Accompanying Financial Statements Exhibit E - Opinion of Counsel for Restricted Persons Exhibit F - Assignment and Acceptance Agreement Exhibit G - Letter of Credit Application and Agreement Exhibit H - Competitive Bid Request Exhibit I - Invitation to Bid Exhibit J - Competitive Bid Exhibit K - Competitive Bid Accept/Reject Letter Exhibit L - Competitive Bid Note CREDIT AGREEMENT THIS CREDIT AGREEMENT is made as of October 15, 1999, by and among Devon Energy Corporation, a Delaware corporation (herein called "US Borrower"), Bank of America, N.A., individually and as administrative agent (herein called "US Agent"), and the undersigned Lenders. In consideration of the mutual covenants and agreements contained herein the parties hereto agree as follows:
Waivers and Amendments; Acknowledgments. (i) No failure or delay (whether by course of conduct or otherwise) by any Lender Party in exercising any right, power or remedy which such Lender Party may have under any of the Credit Documents shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by any Lender Party of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Credit Document and no consent to any departure therefrom shall ever be effective unless it is in writing and signed as provided below in this Section, and then such waiver or consent shall be effective only in the specific instances and for the purposes for which given and to the extent specified in such writing. No notice to or demand on any Debtor shall in any case of itself entitle any Debtor to any other or further notice or demand in similar or other circumstances. This Agreement and the other Credit Documents set forth the entire understanding among the parties hereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no waiver, consent, release, modification or amendment of or supplement to this Agreement or the other Credit Documents shall be valid or effective against any party hereto unless the same is in writing and signed by (A) if such party is a Debtor, by such party, (B) if such party is the Term Lender Agent, by such party and (C) if such party is a Term Lender, by such Term Lender or by the Term Lender Agent with the consent of the Majority Term Lenders. Notwithstanding the foregoing or anything to the contrary herein, the Term Lender Agent shall not, without the prior consent of each individual Lender Party, execute and deliver on behalf of such Lender Party any waiver or amendment that would: (A) increase or reduce the Percentage Share of any Term Lender or the maximum amount any such Term Lender is committed to fund in respect of the Term Loans or subject such Term Lender to any additional obligations, (B) reduce any principal, interest or fees payable to such Term Lender hereunder, (C) change any date fixed for any payment of any such principal, interest or fees, (D) amend the definition herein of "Majority Term Lenders" or otherwise change the aggregate amount of Percentage Shares required for the Term Lender Agent, the Term Lende...
Waivers and Amendments; Acknowledgments. 40 Section 10.2. Survival of Agreements; Cumulative Nature.................42 Section 10.3. Notices...................................................42 Section 10.4. Payment of Expenses; Indemnity............................42 Section 10.5. Joint and Several Liability; Parties in Interest..........43 Section 10.6.
Waivers and Amendments; Acknowledgments. 47 Section 8.2. Survival of Agreements; Cumulative Nature . . . . . . . . . . . . . . . . . . . . . . . . . . 48 Section 8.3. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Section 8.4. Joint and Several Liability; Parties in Interest . . . . . . . . . . . . . . . . . . . . . . . 49 SECTION 8.5. GOVERNING LAW; SUBMISSION TO PROCESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Section 8.6. Limitation on Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Section 8.7. Termination; Limited Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Section 8.8. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Section 8.9. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Section 8.10. Waiver of Jury Trial, Punitive Damages, etc. . . . . . . . . . . . . . . . . . . . . . . . . 51 SCHEDULE 1 - Disclosure Schedule SCHEDULE 2 - Security Schedule SCHEDULE 3 - Insurance Schedule EXHIBIT A -- Promissory Note EXHIBIT B -- Request For Loan EXHIBIT C -- Rate Election EXHIBIT D -- Certificate Accompanying Financial Statements EXHIBIT E -- Environmental Compliance Certificate
Waivers and Amendments; Acknowledgments. [Credit Agreement]
Waivers and Amendments; Acknowledgments. 42 Section 10.2. SURVIVAL OF AGREEMENTS; CUMULATIVE NATURE . . . . . . . . . . 44 Section 10.3. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Section 10.4. PAYMENT OF EXPENSES; INDEMNITY. . . . . . . . . . . . . . . . 45 Section 10.5. JOINT AND SEVERAL LIABILITY; PARTIES IN INTEREST; ASSIGNMENTS. . . . . . . . . . . . . . . . . . . . . . . . . 46 Section 10.6. CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . . . 48 Section 10.7. GOVERNING LAW; SUBMISSION TO PROCESS. . . . . . . . . . . . . 48 Section 10.8.
