EXHIBIT 10.13
FIRST AMENDMENT TO CONTRIBUTION,
CONVEYANCE AND ASSUMPTION AGREEMENT
THIS FIRST AMENDMENT TO CONTRIBUTION, CONVEYANCE AND ASSUMPTION
AGREEMENT (this "Agreement"), dated as of December 15, 1998, is entered into by
and among PLAINS RESOURCES INC., a Delaware corporation ("Plains Resources"),
PLAINS ALL AMERICAN INC., a Delaware corporation ("PAAI"), PLAINS ALL AMERICAN
PIPELINE, L.P., a Delaware limited partnership (the "Partnership"), PLAINS
MARKETING, L.P., a Delaware limited partnership ("Plains Marketing"), ALL
AMERICAN PIPELINE, L.P., a Texas limited partnership ("All American L.P."), and
PAAI LLC, a Delaware limited liability company ("PAAI LLC").
WHEREAS, the parties to this Agreement desire to make certain
amendments to the terms of the Contribution, Conveyance and Assumption Agreement
(the "Contribution Agreement"), dated as of November 13, 1998, in order to
correctly state certain amounts incorrectly recited therein;
NOW THEREFORE, in consideration of their mutual undertakings and
agreements hereunder and under the Contribution Agreement, the parties to this
Agreement agree to amend the Contribution Agreement as follows:
1. The amount of cash distributed by the Partnership to PAAI as a
reimbursement for certain capital expenditures as set forth in Section 2.5 of
the Contribution Agreement is hereby amended to be $177,589,500. The amount of
the cash contributed by the Partnership to Plains Marketing as set forth in
Section 2.5(i) of the Contribution Agreement is hereby amended to be
$67,100,000.
2. The cash payment made by Plains Marketing to Plains Resources for
the sale of the Plain Assets as set forth in Section 2.6(i) of the Contribution
Agreement is hereby amended to be $64,100,000.
3. Except as expressly amended herein, the parties to this Agreement
confirm all of the terms of the Contribution Agreement.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the date first above written.
PLAINS RESOURCES INC., a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx, Senior Vice President
PLAINS MARKETING, L.P., a Delaware limited
partnership
By: Plains All American Inc., a Delaware
corporation, as general partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Xxxxxxx X. Xxxxxxxxx, Senior Vice
President
PLAINS ALL AMERICAN PIPELINE, L.P., a
Delaware limited partnership
By: Plains All American Inc., a Delaware
corporation, as general partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Xxxxxxx X. Xxxxxxxxx, Senior Vice
President
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ALL AMERICAN PIPELINE, L.P., a Texas limited
partnership
By: Plains All American Inc., a Delaware
corporation, as general partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Xxxxxxx X. Xxxxxxxxx, Senior Vice
President
PLAINS ALL AMERICAN INC., a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Xxxxxxx X. Xxxxxxxxx, Senior Vice President
PAAI LLC, a Delaware limited liability company
By: Plains All American Inc., a Delaware
corporation, its sole member
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Xxxxxxx X. Xxxxxxxxx, Senior Vice
President
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