EXHIBIT 10.9
TO: The Lenders under the Amended and Restated Credit Agreement (REVOLVING
CREDIT FACILITY) dated as of May 4, 2001 (the "Agreement") among Plains
Marketing, L.P. ("US Borrower"), All American Pipeline, L.P. and Plains
All American Pipeline, L.P., as guarantors, Fleet National Bank, as
Administrative Agent, The Toronto-Dominion Bank, as Canadian Agent, PMC
(Nova Scotia) Company ("Term Borrower"), Plains Marketing Canada, L.P.
("Canadian Revolver Borrower"), and the Lenders named therein.
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Ladies and Gentlemen:
Plains MLP proposes to issue Indebtedness pursuant to Section 7.1(g) of the
Agreement and has requested that Section 7.1(g) of the Agreement be amended to
permit such Indebtedness to be incurred with rights of optional redemption,
provided that each Restricted Person agree not to exercise such right without
the written consent of Majority Lenders, and otherwise as provided in Section
7.1(g). Accordingly, to effect this agreement on each Restricted Person, clause
(1) of Section 7.1(g) of the Agreement is hereby amended to read as follows:
(1) such Indebtedness shall not permit mandatory redemption by any holder
thereof solely at the option of any such holder, nor any stated maturity,
in each case prior to the Maturity Date,
and a new proviso is hereby added at the end of Section 7.1(g) immediately
following ";", to read as follows:
provided, further, each Restricted Person hereby covenants and agrees that
it will not optionally redeem, or make any payment on or with respect to
the optional redemption of such Indebtedness (or any portion thereof) prior
to the Maturity Date without the written consent of Majority Lenders;
The effectiveness of this Amendment shall be conditioned upon the
contemporaneous effectiveness of an amendment to the Marketing Credit Agreement
on substantially identical terms. Please execute a copy of this letter in the
space provided below to evidence your consent to the foregoing and fax a copy to
the Administrative Agent (c/o ▇▇▇▇▇ ▇▇▇▇▇) at ▇▇▇-▇▇▇-▇▇▇▇ by 12:00 noon,
Tuesday, June 26th. The foregoing amendment shall become effective upon consent
of Majority Lenders.
Thank you for your assistance on such short notice.
FLEET NATIONAL BANK, Administrative Agent
By:
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Managing Director
We hereby consent to the foregoing
[Name of Lender]
By:
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Name:
Title:
PLAINS MARKETING, L.P., US Borrower
By: Plains AAP, L.P., General Partner
By: Plains All American GP LLC, its general partner
By:
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▇▇▇ ▇▇▇▇▇, Vice President
PLAINS MARKETING CANADA, L.P., Canadian Revolver Borrower
By: PMC (Nova Scotia) Company, General Partner
By:
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▇▇▇ ▇▇▇▇▇, Vice President
PMC (NOVA SCOTIA) COMPANY, Term Borrower
By:
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▇▇▇ ▇▇▇▇▇, Vice President
PLAINS ALL AMERICAN PIPELINE, L.P., Guarantor
ALL AMERICAN, L.P., Guarantor
By: Plains AAP, L.P., General Partner
By: Plains All American GP LLC, its general partner
By:
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▇▇▇ ▇▇▇▇▇, Vice President
