Exhibit 10.54
ASSUMPTION, RATIFICATION AND CONFIRMATION AGREEMENT
THIS ASSUMPTION, RATIFICATION AND
CONFIRMATION AGREEMENT, dated as of January 1, 2008 (this
“ Agreement ”) is by PLAINS MIDSTREAM CANADA
ULC, an Alberta unlimited liability company (“ Plains
Midstream Canada ”), in favor of the Lender Parties under
that certain Second Amended and Restated Credit Agreement
[US/Canada] dated as of July 31, 2006 (as amended by that
certain First Amendment to Second Amended and Restated Credit
Agreement dated as of July 31, 2007, and from time to time
amended, the “ Credit Agreement ”), by and among
Plains All American Pipeline, L.P., as US Borrower, PMC (Nova
Scotia) Company, Plains Marketing Canada, L.P. and Rangeland
Pipeline Company (“ RPC ”), as Canadian
Borrowers, Bank of America, N.A., as Administrative Agent, Bank of
America, N.A., acting through its Canada Branch, as Canadian
Administrative Agent, and the Lenders a party thereto. Terms used
and not defined herein shall have the meanings given them in the
Credit Agreement.
W I T
N E S S E T H
WHEREAS, US Borrower formed Plains
Midstream Canada, and effective as of the date hereof Plains
Midstream Canada has succeeded to the assets and liabilities of
(i) RPC, Rangeland Northern Pipeline Company (“
RNPC ”) and Rangeland Marketing Company (“
RMC ”, and together with RPC and RNPC, collectively,
the “ Rangeland Entities ”), and (ii) the
immediate parent entity of the Rangeland Entities, PEG Canada, LP
(“ PEG ”). The transfer of such assets and
liabilities took place pursuant to a succession of substantially
concurrent transactions consummated effective as of the date hereof
(the “ Rangeland Transactions ”); and
WHEREAS, immediately prior to the
Rangeland Transactions, RPC was a Canadian Borrower, and upon
consummation of the Rangeland Transactions, Plains Midstream Canada
is intended to replace RPC as a Canadian Borrower; and
WHEREAS, Lender Parties
(i) consented to (A) the Rangeland Transactions,
(B) the transfer by RPC of all of its assets to Plains
Midstream Canada, (C) the transfer by RPC of all of its rights
and obligations under the Loan Documents to Plains Midstream
Canada, (D) the dissolution of RPC after such transfers, and
(E) the substitution of Plains Midstream Canada as a Canadian
Borrower with the rights and obligations under the Loan Documents
as held by RPC immediately prior to its transfer of assets to
Plains Midstream Canada, such that Plains Midstream Canada shall
continue as a Canadian Borrower, with all references to RPC in any
and all Loan Documents thereafter referring, mutatis
mutandis , instead to Plains Midstream Canada, and
(ii) waived any Default or Event of Default caused thereby
pursuant to, subject to the terms and conditions set forth in, that
certain Limited Consent and Waiver dated December 20, 2007
(the “ Limited Consent ”); and
WHEREAS, it is a condition to the
Limited Consent that contemporaneous with the consummation of the
Rangeland Transactions, Administrative Agent shall receive an
assumption, ratification and confirmation by Plains Midstream
Canada expressly assuming, ratifying and confirming any and all
Obligations of RPC under any and all Loan Documents, consented to
by Guarantors.
1
NOW, THEREFORE, in consideration of
the premises and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Plains Midstream
Canada hereby agrees with Lender Parties as follows:
ARTICLE I. ASSUMPTION, RATIFICATION AND CONFIRMATION
Section 1.1. Assumption,
Ratification and Confirmation . Plains Midstream Canada hereby
unconditionally assumes, and shall hereafter pay, perform and
discharge, all Obligations of RPC under the Credit Agreement and
the other Loan Documents, including any and all Obligations of RPC
in its capacity as a Canadian Borrower under the Credit Agreement.
Plains Midstream Canada hereby ratifies and confirms each such
Obligation and confirms that (i) any and all such Obligations
constitute the legal, valid and binding obligations of Plains
Midstream Canada, enforceable in accordance with their terms except
as such enforcement may be limited by bankruptcy, insolvency or
similar Laws of general application relating to the enforcement of
creditors’ rights and general principles of equity, and
(ii) all rights of Lender Parties under the Loan Documents are
preserved unimpaired by the Rangeland Transactions, and all
Obligations of RPC under the Loan Documents attach to Plains
Midstream Canada and may be enforced against Plains Midstream
Canada to the same extent as if said Obligations had been incurred
or contracted by Plains Midstream Canada.
Section 1.2. Rangeland
References . As consented to by Lenders pursuant to the Limited
Consent, Plains Midstream Canada, US Borrower, the other Canadian
Borrowers, Administrative Agent and Canadian Agent hereby
acknowledge and agree that any and all references to
“Rangeland” or “RPC” in any and all Loan
Documents shall hereafter refer, mutatis mutandis , instead
to Plains Midstream Canada.
ARTICLE II. REPRESENTATIONS AND WARRANTIES
Section 2.1. Representations
and Warranties of Borrowers . In order to induce Administrative
Agent and Lender Parties to accept this Agreement, US Borrower,
with respect to itself and its Subsidiaries, and the Canadian
Borrowers, represent and warrant to Administrative Agent and each
Lender Party that:
(a) The representations and
warranties contained in Article V of the Credit Agreement are
true and correct at and as of the time of the effectiveness hereof,
except to the extent that such representation and warranty was made
as of a specific date or updated, modified or supplemented as of a
subsequent date with the consent of Majority Lenders, then in each
case such other date. No Default or Event of Default exists as of
the date hereof and after giving effect hereto. No Material Adverse
Change has occurred since December 31, 2006.
(b) Each Restricted Person is duly
authorized to execute and deliver this Agreement, to the extent a
party hereto, and US Borrower and each Canadian Borrower is and
will continue to be duly authorized to borrow and perform its
obligations under the Credit Agreement. Each Restricted
Person
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