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EXHIBIT 10(j)
Dated as of November 22, 1996
Plains Marketing & Transportation Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Amendment No. 4 to Uncommitted Secured
Demand Transactional Line of Credit Facility
Gentlemen:
Reference is made to that certain letter agreement outlining the parameters
of an uncommitted secured demand transactional line of credit facility dated
August 23, 1995 (as further amended to date and including all exhibits,
schedules and annexes thereto, the "Marketing Letter Agreement") among The
First National Bank of Boston ("FNBB"), Internationale Nederlanden (U.S.)
Capital Corporation ("ING"), Den Norske Bank ASA, Comerica Bank-Texas and such
other banks as may from time to time become parties thereto, (collectively, the
"Lenders") and FNBB, as agent for the Lenders (in such capacity, the "Agent")
and Plains Marketing & Transportation Inc. (the "Borrower"). All capitalized
terms used herein without definition which are defined in the Marketing Letter
Agreement shall have the same meaning herein as therein.
▇▇▇▇▇ Fargo Bank (Texas), National Association ("▇▇▇▇▇") wishes to become a
party to the Marketing Letter Agreement as a Lender to the Borrower and
simultaneously with the execution hereof will execute an Instrument of
Accession in substantially the form attached as Exhibit A to the Marketing
Letter Agreement.
Borrower, the Lenders (which term for all purposes in this Amendment shall
include ▇▇▇▇▇) and the Agent wish to amend certain terms of the Marketing
Letter Agreement as follows:
1. FACILITY AMOUNT. Section 1(b) of the Marketing Letter Agreement
is hereby amended by deleting the first sentence thereof and substituting the
following therefor:
"The aggregate amount of the Accommodations which may be made
available by the Lenders and which will be allowed to be outstanding
at any one time under the Marketing Facility shall be restricted to
the excess of (i) $90,000,000 (subject to adjustment as set forth in
the proviso below) over (ii) the then aggregate amount of the
outstanding
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Accommodations made by the Lenders to or for the account of PMCT Inc.,
a Delaware corporation ("PMCT"), under that certain letter agreement
of even date herewith, as amended and in effect from time to time (the
"PMCT AGREEMENT"), among the Lenders, the Agent and PMCT (such
difference in amount, as in effect from time to time under the
Marketing Facility, hereinafter referred to as the "MARKETING FACILITY
AMOUNT"); provided that for purposes of determining the Marketing
Facility Amount, the amount set forth in clause (i) of this Section
1(b) shall be limited to $80,000,000 until such time as the Agent
shall have received, in form and substance satisfactory to the Agent,
a copy of an amendment to the Resources Credit Agreement duly executed
by all parties thereto pursuant to which the lenders under the
Resources Credit Agreement consent to the increase to $90,000,000 of
the maximum aggregate Marketing Facility Amount available under the
Marketing Facility subject to decreases as provided in clause (ii)
above and the guaranty by Resources of such maximum Marketing Facility
Amount."
2. EXPIRATION DATE. Section 1(e)(i) of the Marketing Letter
Agreement is hereby amended and restated in its entirety to read as follows:
"(e) EXPIRATION: (i) No request for any Accommodation may
be made after November 21, 1997, unless the Lenders, in their
sole discretion and without any obligation to do so, extend
such date in writing."
3. RESOURCES CREDIT AGREEMENT. Section 1(j)(vi) of the Marketing
Letter Agreement is hereby amended by deleting the phrase "that certain Second
Amended and Restated Credit Agreement dated as of February 11, 1994" and
substituting therefor the phrase "that certain Third Amended and Restated
Credit Agreement dated as of April 11, 1996", which Third Amended and Restated
Credit Agreement shall be the agreement referred to in the Marketing Letter
Agreement as the "Resources Credit Agreement".
4. ▇▇▇▇▇▇▇ TERMINAL REPORT. Section 1(j) of the Marketing Letter
Agreement is hereby amended by renumbering the current clause (ix) to be clause
(x) and by inserting the following paragraph as a new clause (ix):
"(ix) on a monthly basis, a certificate signed by the
Borrower's chief financial officer, chief accounting officer
or chief operating officer certifying that as of a date which
shall be not more than one week prior to the date of the
certificate the aggregate sum of (i) the aggregate current
crude oil inventory volumes held by the Borrower and/or PMCT,
plus (ii) the aggregate volume of current crude oil positions
subject to time spreads as described in paragraph (v)(D) of
Schedule 4 of the Marketing Letter Agreement for both the
Borrower and PMCT, plus (iii) the aggregate volume of all
current cash and carry crude oil positions for both the
Borrower and PMCT, plus (iv) the aggregate volume of all crude
oil which the
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Borrower and/or PMCT is otherwise obligated to take pursuant
to the terms of existent contracts, does not exceed the then
currently available crude oil storage capacity at the ▇▇▇▇▇▇▇
Terminal; and"
5. SCHEDULE 1. Schedule 1 to the Marketing Letter Agreement is
hereby amended by substituting therefor the Schedule 1 attached hereto.
6. FINANCIAL AND OTHER GUIDELINES. Schedule 4 to the Marketing
Letter Agreement is hereby amended as follows:
(a) paragraph (v)(C) of Schedule 4 is amended by deleting the text
thereof in its entirety and substituting the following therefor:
"(C) The aggregate of (a) crude oil pipeline inventory and
(b) crude oil inventory in the ▇▇▇▇▇▇▇ Terminal shall not
exceed, in the aggregate for both PMCT Inc. and Marketing, a
maximum of 250,000 barrels and such barrels shall be hedged
(i) on the NYMEX for delivery within the next 6 months;
provided that of such aggregate amount up to 100,000 barrels
may be hedged on the NYMEX for delivery between the next 6 and
12 months or (ii) in the cash market with counterparties
satisfactory to the Lenders for delivery within the next 60
days. Notwithstanding the above, inventories in crude oil
pipelines shall be limited to 175,000 barrels."
(b) paragraph (v)(D) of Schedule 4 is amended by deleting the text
thereof in its entirety and substituting the following therefor:
"(D) Inventory positions (other than fully hedged
cash-and-carry positions which qualify under subsection (C)
above) and positions which do not otherwise qualify under
subsection (C) above shall be limited to time spreads for
periods up to a maximum of twelve months for up to a maximum
of 500,000 barrels, in the aggregate for both PMCT Inc. and
Marketing, of crude oil hedged on the NYMEX."
(c) paragraph (xi) of Schedule 4 is amended by deleting
from the first sentence thereof the phrase "that certain Indenture dated as of
October 1, 1992 among Resources, certain subsidiaries and Ameritrust Texas
National Association" and substituting therefor the phrase "that certain
Indenture dated as of March 15, 1996 among Resources, certain subsidiaries of
Resources and Texas Commerce Bank National Association as Trustee, pursuant to
which Resources issued 10 1/4% Senior Subordinated Notes due 2006, Series A and
Series B, in the aggregate principal amount of $150,000,000".
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7. SECURITY. The Borrower hereby confirms that the reference to
"Marketing Letter Agreement" in the term "Marketing Obligations" as used in
that certain Security Agreement dated as of August 23, 1995 between Marketing
and the Agent includes the Marketing Letter Agreement as amended hereby and
that references to the Demand Loans and L/C's issued pursuant to the Marketing
Letter Agreement refers to all Demand Loans and L/C's issued pursuant to the
Marketing Letter Agreement, as amended hereby.
8. CONDITIONS PRECEDENT. This Amendment shall become effective
upon receipt by the Agent of the following:
(a) a counterpart of this Amendment duly signed where indicated
below by each Lender, the Agent, the Borrower and Plains Resources Inc.;
(b) a counterpart of the Instrument of Accession duly signed where
indicated by the Borrower and each Lender as indicated thereon, evidencing
▇▇▇▇▇' accession to the Marketing Letter Agreement and certain other agreements
referenced therein;
(c) a promissory note (the "▇▇▇▇▇ Note") duly signed by the
Borrower evidencing the Borrower's obligations to repay to ▇▇▇▇▇ the Demand
Loans advanced by ▇▇▇▇▇ and any drawings under the L/C's funded by ▇▇▇▇▇ in
form and substance of Exhibit I to the Marketing Letter Agreement;
(d) a counterpart of Amendment No. 4 to the PMCT Agreement duly
signed where indicated by PMCT, each Lender and the Agent;
(e) a legal opinion of even date herewith from the Borrower's
general counsel in form and substance satisfactory in all respects to the Agent
and its counsel;
(f) evidence satisfactory to the Agent that the execution and
delivery of this Amendment and the ▇▇▇▇▇ Note have been duly authorized by all
necessary corporate action and that the Borrower is validly incorporated and in
good standing in all relevant jurisdictions;
(g) an acknowledgment from the lenders under the Resources Credit
Agreement that the terms of that certain letter agreement dated August 23, 1995
from the Agent to ING as Agent under the Resources Credit Agreement are in full
force and effect and applicable to the Marketing Letter Agreement as amended
hereby;
(h) a counterpart of the Security Agreement and Assignment of
Hedging Account and Agency Agreement in form and substance satisfactory to the
Agent duly executed by the Borrower, the Agent and Bear, ▇▇▇▇▇▇▇ Securities
Corp. in connection with the Borrower's commodity account #J278 0L60 00757 at
Bear, ▇▇▇▇▇▇▇ Securities Corp; and
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(i) a counterpart of the Security Agreement and Assignment of
Hedging Account and Agency Agreement in form and substance satisfactory to the
Agent duly executed by the Borrower, the Agent and Citicorp Futures Corporation
in connection with the Borrower's commodity account #10730 at Citicorp Futures
Corporation.
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If you agree to and accept the foregoing amendment, please so indicate
by signing a counterpart of this letter and returning it to the Agent. Upon
satisfaction of the conditions set forth in Section 8 hereof, this Amendment
shall take effect as a binding agreement among us, to be construed and
enforceable in accordance with the laws of The Commonwealth of Massachusetts.
PLAINS MARKETING &
TRANSPORTATION INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Vice President
THE FIRST NATIONAL BANK OF BOSTON,
Individually and as Agent
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Director
INTERNATIONALE NEDERLANDEN (U.S.)
CAPITAL CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇, Managing
Director
DEN NORSKE BANK ASA DEN NORSKE BANK ASA
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice
President
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COMERICA BANK-TEXAS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice
President
▇▇▇▇▇ FARGO BANK (TEXAS),
NATIONAL ASSOCIATION
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
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RATIFICATION OF GUARANTY
The undersigned Guarantor acknowledges and accepts the foregoing Amendment
and ratifies and confirms in all respects such Guarantor's obligations under
the Guaranty dated as of August 23, 1995 (the "Guaranty") executed and
delivered by the Guarantor to the Agent and the Lenders. The undersigned
Guarantor further agrees that references in the Guaranty to the Resources
Credit Agreement shall be references to the Third Amended and Restated Credit
Agreement dated as of April 11, 1996 among the undersigned Guarantor, ING as
agent and the lenders named therein.
PLAINS RESOURCES INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
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SCHEDULE 1
LENDER PERCENTAGES
Lender Percentage
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The First National Bank of Boston 30.555556%
Internationale Nederlanden (U.S.)
Capital Corporation 30.555556%
Den Norske Bank ASA 16.666667%
Comerica Bank - Texas 11.111111%
▇▇▇▇▇ Fargo Bank (Texas),
National Association 11.111111%
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100%