[Pipeline] EXHIBIT 10.25
AMENDMENT AND LIMITED CONSENT
RECITALS:
Reference is hereby made to that certain Amended and Restated Credit
Agreement dated as of December 1, 1999 (as amended, restated or supplemented to
the date hereof, the "Agreement") by and between All American Pipeline, L.P., as
Borrower ("Borrower"), Plains Marketing, L.P. ("Marketing"), Plains All American
Pipeline, L.P. ("Plains MLP"), and BankBoston, N.A., as Administrative Agent
("Administrative Agent"), and certain financial institutions, as Lenders
(collectively, "Lenders" and each, individually, a "Lender"). Terms used and
not defined herein shall have the meanings given them in the Agreement.
Borrower has requested that Lenders consent to certain amendments to the
Agreement.
AMENDMENT AND CONSENT:
Subject to the conditions and limitations set forth hereinbelow, each
Lender signing below hereby consents to the following amendments:
A. The last sentence of the definition of "Consolidated EBITDA" set forth in
Section 1.1 of the Agreement is hereby amended in its entirety to read as
follows:
The term "Identified Loss Adjustment" means for any four-Fiscal Quarter
period, the portion of the Identified Loss incurred in such period not to
exceed an aggregate amount of $180,000,000.
B. Section 7.15 of the Agreement is hereby amended in its entirety to read as
follows:
Section 7.15 Debt to Capital Ratio. The ratio of (a) all
Consolidated Funded Indebtedness to (b) the sum of Consolidated Funded
Indebtedness plus Consolidated Net Worth plus one-half (50%) of the
Identified Loss will never be greater than .60 to 1.0 at any time.
LIMITATIONS AND CONDITIONS:
1. Except as expressly waived or agreed herein, all covenants, obligations and
agreements of Restricted Persons contained in the Agreement shall remain in
full force and effect in accordance with their terms. Without limitation
of the foregoing, the consents, waivers and agreements set forth herein are
limited precisely to the extent set forth herein and shall not be deemed to
(a) be a consent or agreement to, or waiver or modification of, any other
term or condition of the Agreement or any of the documents referred to
therein, or (b) except as expressly set forth herein, prejudice any right
or rights which any Lender Party may now have or may have in the future
under or in connection with the Agreement or any of the documents referred
to therein. Except as expressly modified hereby, the terms and
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provisions of the Agreement and any other documents or instruments executed
in connection with any of the foregoing, are and shall remain in full force
and effect, and the same are hereby ratified and confirmed by Restricted
Persons in all respects. As further consideration and to induce each Lender
Party to enter into and grant the accommodations contained in this
Amendment and Limited Consent, EACH RESTRICTED PERSON - ON BEHALF OF ITSELF
AND, TO THE EXTENT IT IS PERMITTED BY LAW OR IS OTHERWISE EXPRESSLY
AUTHORIZED TO DO SO, ON BEHALF OF ALL OF ITS AFFILIATES (COLLECTIVELY,
"RELEASING PARTIES") -- HEREBY GENERALLY RELEASE AND FOREVER DISCHARGE EACH
LENDER PARTY AND EACH OF THEIR RESPECTIVE AFFILIATES (COLLECTIVELY,
"RELEASED PARTIES"), FROM ANY AND ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION
OF WHATEVER KIND OR CHARACTER WHICH SUCH RELEASING PARTY HAS, OR MAY HAVE
IN THE FUTURE, BASED ON ANY ACTIONS, FAILURES TO ACT, OR EVENTS THAT HAVE
OCCURRED PRIOR TO THE EFFECTIVE DATE HEREOF, WHICH IN ANY WAY RELATE TO OR
ARE BASED UPON (I) ANY TRANSACTIONS OF ANY KIND AMONG THE RELEASING PARTIES
, ON THE ONE HAND, AND THE RELEASED PARTIES, ON THE OTHER HAND, OR (II) ANY
ACTUAL OR ALLEGED NEGOTIATIONS, DISCUSSIONS, REPRESENTATIONS, WARRANTIES,
PROMISES, OR OTHER UNDERTAKINGS BY RELEASED PARTIES IN CONNECTION WITH ANY
OF THE FOREGOING (THE "RELEASED CLAIMS"). THIS RELEASE IS TO BE CONSTRUED
AS THE BROADEST TYPE OF GENERAL RELEASE AND COVERS AND RELEASES ANY AND ALL
RELEASED CLAIMS, WHETHER KNOWN OR UNKNOWN AND HOWEVER OR WHENEVER ARISING,
WHETHER BY CONTRACT OR AGREEMENT, AT LAW OR UNDER ANY STATUTE (INCLUDING
WITHOUT LIMITATION ANY LAW OR STATUTE PERTAINING TO NEGLIGENCE, GROSS
NEGLIGENCE, STRICT LIABILITY, FRAUD, DECEPTIVE TRADE PRACTICES, NEGLIGENT
MISREPRESENTATION, SECURITIES VIOLATIONS, BREACH OF FIDUCIARY DUTY, BREACH
OF CONTRACT, TRADE REGULATION, REGULATION OF BUSINESS OR COMPETITION,
CONSPIRACY OR RACKETEERING), OR OTHERWISE ARISING, AND EXPRESSLY INCLUDING
ANY CLAIMS FOR PUNITIVE OR EXEMPLARY DAMAGES, ATTORNEYS' FEES, OR
PENALTIES. TO THE EXTENT THAT ANY RELEASED CLAIMS WITH RESPECT TO RELEASED
PARTIES HAVE NOT BEEN RELEASED BY THIS LETTER AGREEMENT, EACH RELEASING
PARTY HEREBY ASSIGNS SUCH RELEASED CLAIMS TO RELEASED PARTIES.
2. Borrower agrees to reimburse and save Administrative Agent and each Lender
Party harmless from and against liabilities for the payment of all out-of-
pocket costs and expenses arising in connection with the preparation,
execution, delivery, amendment, modification, waiver and enforcement of, or
the preservation of any rights under, this Amendment and Limited Consent,
including, without limitation, the reasonable fees and expenses of legal
counsel to Administrative Agent which may be payable in respect of, or in
respect of any modification of, this Amendment and Limited Consent.
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3. This Amendment and Limited Consent and the rights and obligations of the
parties hereunder shall be construed in accordance with and be governed by
the laws of the State of New York.
4. This Amendment and Limited Consent and the documents referred to herein
represent the entire understanding of the parties hereto regarding the
subject matter hereof and supersede all prior and contemporaneous oral and
written agreements of the parties hereto with respect to the subject matter
hereof.
5. This Amendment and Limited Consent is a "Loan Document" as defined and
described in the Agreement and all of the terms and provisions of the
Agreement relating to Loan Documents shall apply hereto.
6. This Amendment and Limited Consent may be separately executed in
counterparts and by the different parties hereto in separate counterparts,
each of which when so executed shall be deemed to constitute one and the
same agreement.
Executed as of February 29, 2000.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment and Limited Consent as of date first written above.
ALL AMERICAN PIPELINE, L.P.
By: PLAINS ALL AMERICAN INC.,
its general partner
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Executive Vice President
PLAINS MARKETING, L.P.
By: PLAINS ALL AMERICAN INC.,
its general partner
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Executive Vice President
PLAINS ALL AMERICAN PIPELINE, L.P.
By: PLAINS ALL AMERICAN INC.,
its general partner
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Executive Vice President
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BANKBOSTON, N.A.,
as Administrative Agent and Lender
By:/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Director
▇▇▇▇▇ FARGO BANK (TEXAS),
NATIONAL ASSOCIATION, as Lender
By:
---------------------------
Name:
Title:
MEESPIERSON CAPITAL CORP., as Lender
By:
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Name:
Title:
By:
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Name:
Title:
BANK OF SCOTLAND, as Lender
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
HIBERNIA NATIONAL BANK, as Lender
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
BANK OF AMERICA, N.A., as Lender
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
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FIRST UNION NATIONAL BANK, Lender
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
CREDIT AGRICOLE INDOSUEZ, as Lender
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: First Vice President, Managing Director
Head of Houston Representative Office
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President Senior Relationship
Manager
UNION BANK OF CALIFORNIA, N.A., as Lender
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
BANK ONE, TEXAS, N.A., as Lender
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇
Title: First Vice President
ELC (CAYMAN) LTD., Lender
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
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