Exhibit 2.1 ------------------------------------------------------------------- ------------- FIFTH AMENDED AND RESTATED CREDIT AGREEMENT PLAINS RESOURCES INC.Credit Agreement • November 9th, 2001 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • New York
October 23, 2001Plains Resources Inc • November 9th, 2001 • Wholesale-petroleum & petroleum products (no bulk stations)
This is to confirm our understanding and agreement that in the event the Crude Oil Marketing Agreement ("Marketing Agreement") dated November, 1998 among Plains Marketing, L.P. ("Plains Marketing") and Plains Resources Inc., et al., terminates prior to the termination of the Tosco Agreement, a copy of which is attached hereto as Exhibit "A", then in such event, the parties hereby agree that Stocker Resources, L.P.'s ("Stocker") Arroyo Grande oil production will nonetheless continue to be committed and sold to Plains Marketing for the term of the Tosco Agreement under the same terms and conditions as provided for in the Marketing Agreement (except for the term thereof). Further, if there is any conflict between the terms of the Marketing Agreement and the terms of this agreement, the terms of this agreement shall prevail.
