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PLAINS ALL AMERICAN PIPELINE LP

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 22, 2022

 

Plains All American Pipeline, L.P.

 

(Exact name of registrant as specified in its charter)

 

Delaware 1-14569 76-0582150
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

333 Clay Street, Suite 1600, Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: 713-646-4100

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Units   PAA   Nasdaq

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 1.01.Entry into a Material Definitive Agreement.

 

Amendment to Senior Unsecured Revolving Credit Agreement

 

On August 22, 2022, Plains All American Pipeline, L.P. (the “Partnership”) and Plains Midstream Canada ULC (“PMC”) entered into that certain First Amendment to Credit Agreement (the “Revolving Credit Facility Amendment”) amending certain of the terms of their Credit Agreement dated as of August 20, 2021 among the Partnership and PMC, as borrowers, Bank of America, N.A., as administrative agent, and the other lenders party thereto (as amended, the “Revolving Credit Agreement”). Pursuant to the Revolving Credit Facility Amendment, among other things, the Eurocurrency Rate was replaced with Term SOFR and Canadian Term Rate, as applicable, and a mechanism was added to replace Term SOFR and Canadian Term Rate or other then-applicable interest rate benchmark if it is no longer available. In connection with the Revolving Credit Facility Amendment, the Maturity Date of the Revolving Credit Agreement was also extended from August 20, 2026 to August 20, 2027. Terms used in this paragraph but not defined herein have the meanings assigned to them in the Revolving Credit Agreement.

 

Amendment to Hedged Inventory Credit Agreement

 

On August 22, 2022, Plains Marketing, L.P. (“PMLP”), a wholly-owned subsidiary of the Partnership, and PMC entered into that certain First Amendment to Fourth Amended and Restated Credit Agreement (the “Hedged Inventory Facility Amendment” and together with the Revolving Credit Facility Amendment, the “Amendments”) amending certain of the terms of their Fourth Amended and Restated Credit Agreement dated as of August 20, 2021 among PMLP and PMC, as borrowers, the Partnership, as guarantor, Bank of America, N.A., as administrative agent, and the other lenders party thereto (as amended, the “Hedged Inventory Facility”). Pursuant to the Hedged Inventory Facility Amendment, among other things, the Eurocurrency Rate was replaced with Term SOFR and Canadian Term Rate, as applicable, and a mechanism was added to replace Term SOFR and Canadian Term Rate or other then-applicable interest rate benchmark if it is no longer available. In connection with the Hedged Inventory Facility Amendment, the Maturity Date of the Hedged Inventory Facility was also extended from August 20, 2024 to August 20, 2025. Terms used in this paragraph but not defined herein have the meanings assigned to them in the Hedged Inventory Facility.

 

The above descriptions of the Amendments are qualified in their entirety by the terms of the Revolving Credit Facility Amendment and the Hedged Inventory Facility Amendment, as applicable, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

 

Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosure set forth above in Item 1.01 is incorporated by reference herein.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits

 

       
  Exhibit 10.1 –   First Amendment to Credit Agreement dated as of August 22, 2022, among Plains All American Pipeline, L.P. and Plains Midstream Canada ULC, as Borrowers; certain subsidiaries of Plains All American Pipeline, L.P. from time to time party thereto, as Designated Borrowers; Bank of America, N.A., as Administrative Agent and Swing Line Lender; Bank of America, N.A., Citibank, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as L/C Issuers; and the other Lenders party thereto.
       
  Exhibit 10.2 –   First Amendment to Fourth Amended and Restated Credit Agreement dated as of August 22, 2022, among Plains Marketing, L.P. and Plains Midstream Canada ULC, as Borrowers; Plains All American Pipeline, L.P., as guarantor; Bank of America, N.A., as Administrative Agent and Swing Line Lender; Bank of America, N.A., Citibank, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as L/C Issuers; and the other Lenders party thereto.
       
  Exhibit 104 –   Cover Page Interactive Data File (embedded within the inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  PLAINS ALL AMERICAN PIPELINE, L.P.
     
Date:  August 25, 2022 By: PAA GP LLC, its general partner
  By: Plains AAP, L.P., its sole member
  By: Plains All American GP LLC, its general partner
     
     
  By: /s/ Richard McGee
    Name: Richard McGee
    Title: Executive Vice President

 

 3 

 

Exhibit 10.1

 

Execution Copy

 

FIRST AMENDMENT TO CREDIT AGREEMENT

 

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of the 22nd day of August, 2022, is by and among PLAINS ALL AMERICAN PIPELINE, L.P. (the “Company”), PLAINS MIDSTREAM CANADA ULC, a British Columbia unlimited liability company (“PMCULC”, and, together with the Company, the “Borrowers” and each individually, a “Borrower”), BANK OF AMERICA, N.A., as Administrative Agent, and the Lenders party hereto.

 

W I T N E S S E T H:

 

WHEREAS, the Borrowers, Administrative Agent and the L/C Issuers and Lenders party thereto entered into that certain Credit Agreement dated as of August 20, 2021 (the “Original Agreement”) for the purposes and consideration therein expressed; and

 

WHEREAS, the Borrowers, Administrative Agent, and the Lenders party hereto desire to amend the Original Agreement for the purposes described herein;

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

 

ARTICLE I. — Definitions and References

 

§ 1.1.      Terms Defined in the Original Agreement. Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Credit Agreement shall have the same meanings whenever used in this Amendment.

 

§ 1.2.      Other Defined Terms. Unless the context otherwise requires, the following terms when used in this Amendment shall have the meanings assigned to them in this § 1.2.

 

Amendment” means this First Amendment to Credit Agreement.

 

Amendment Effective Date” has the meaning specified in § 3.1 of this Amendment.

 

Credit Agreement” means the Original Agreement as amended hereby.

 

ARTICLE II. — Amendments

 

§ 2.1.      Credit Agreement. The Original Agreement (other than the signature pages, Annexes, Exhibits, Schedules thereto and the heading on the cover page thereto) is hereby amended (a) to delete the red or green stricken text (indicated textually in the same manner as the following examples: stricken text and stricken text) and (b) to add the blue or green double-underlined text (indicated textually in the same manner as the following examples: double-underlined text and double-underlined text), in each case, as set forth in the marked pages of the Credit Agreement attached as Annex A hereto.

 

 

 

 

§ 2.2.      Committed Loan Notice. Exhibit A to the Original Agreement is hereby amended in its entirety to read as set forth on Exhibit A attached hereto, which shall be deemed to be attached as Exhibit A to the Credit Agreement.

 

§ 2.3.      Swing Line Loan Notice. Exhibit B to the Original Agreement is hereby amended in its entirety to read as set forth on Exhibit B attached hereto, which shall be deemed to be attached as Exhibit B to the Credit Agreement.

 

§ 2.4.      Outstanding Eurocurrency Borrowings. Notwithstanding the amendments to the Original Agreement contemplated hereby, to the extent any Eurocurrency Rate Committed Loan (as such term is defined in the Original Agreement) is outstanding on the Amendment Effective Date, such Eurocurrency Rate Committed Loan shall continue to bear interest at the applicable Eurocurrency Rate (as defined in the Original Agreement) plus the Applicable Rate until the end of the Interest Period therefor, and the related provisions of the Original Agreement shall continue in effect solely with respect to such Eurocurrency Rate Committed Loans until such time for the limited purposes set forth in this section. If any such Eurocurrency Rate Committed Loan remains outstanding upon the expiration of the Interest Period applicable thereto, then such Eurocurrency Rate Committed Loan shall be converted, at the election of the Company, into Borrowings consisting of Base Rate Loans and/or Term SOFR Loans (with respect to Eurocurrency Rate Committed Loans denominated in Dollars) or Canadian Prime Rate Loans and/or Canadian Term Rate Loans (with respect to Eurocurrency Rate Committed Loans denominated in Canadian Dollars); provided, that if no election as to the Type of Borrowing is specified, the Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans (with respect to Loans denominated in Dollars) or Canadian Prime Rate Loans (with respect to Loans denominated in Canadian Dollars). On and after the Amendment Effective Date, no Loans may be continued as or converted into Eurocurrency Rate Loans, no new Eurocurrency Rate Loans may be requested by the Borrower, and no Lender shall advance any new Eurocurrency Rate Loans.

 

ARTICLE III. — Conditions of Effectiveness

 

§ 3.1.      Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:

 

(a)           The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:

 

(i)            executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and each Borrower;

 

(ii)           such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.

 

2

 

 

(b)           Any fees due Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by Administrative Agent, in each case, as agreed in writing by the Company, required to be paid on or before the Amendment Effective Date shall have been paid.

 

(c)           The Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date.

 

For purposes of determining compliance with the conditions specified in this § 3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide the Company with a copy of any such notice received by the Administrative Agent.

 

ARTICLE IV. — Representations and Warranties

 

§ 4.1.      Representations and Warranties of the Company. In order to induce Administrative Agent, L/C Issuers and Lenders to enter into this Amendment, the Company represents and warrants to Administrative Agent, L/C Issuers and each Lender that:

 

(a)           The representations and warranties of (i) the Company contained in Article V of the Credit Agreement and (ii) each Loan Party in any other Loan Document are true and correct in all material respects on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement.

 

(b)           No Default has occurred and is continuing as of the Amendment Effective Date.

 

ARTICLE V. — Miscellaneous

 

§ 5.1.     Ratification of Agreements. The Original Agreement, as hereby amended, is hereby ratified and confirmed in all respects. The Loan Documents, as they may be amended or affected by this Amendment, are hereby ratified and confirmed in all respects by each Borrower. Any reference to the Original Agreement in any Loan Document shall be deemed to refer to the Credit Agreement. Upon and after the effectiveness hereof, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Administrative Agent, any L/C Issuer or any Lender under the Credit Agreement or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document.

 

3

 

 

§ 5.2.      Loan Documents. This Amendment is a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto.

 

§ 5.3.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

§ 5.4.      Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment.

 

§ 5.5.      ENTIRE AGREEMENT. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

 

[Remainder of Page Intentionally Left Blank]

 

4

 

 

IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.

 

  PLAINS ALL AMERICAN PIPELINE, L.P. as a Borrower
     
     
  By:  PAA GP LLC, its general partner
     
  By: PLAINS AAP, L.P., its sole member
     
  By: PLAINS ALL AMERICAN GP LLC, its general partner
     
  By: /s/ Sharon S. Spurlin
    Sharon S. Spurlin
    Senior Vice President and Treasurer
     
  PLAINS MIDSTREAM CANADA ULC, as a Borrower
     
     
  By: /s/ Sharon S. Spurlin
    Sharon S. Spurlin
    Senior Vice President and Treasurer

 

S-1PAA 1st Amendment

 

 

  bank of america, n.a., as Administrative Agent
   
   
  By: /s/ Melissa Mullis
     
  Name: Melissa Mullis
     
  Title: Vice President

 

S-2PAA 1st Amendment

 

 

  bank of america, n.a., as a Lender, an L/C Issuer and Swing Line Lender
     
     
  By: /s/ Megan Baqui
     
  Name: Megan Baqui
     
  Title: Director

 

S-3PAA 1st Amendment

 

  

  CITIBANK, n.A., as a Lender and an L/C Issuer
     
     
  By: /s/ Maureen Maroney
     
  Name: Maureen Maroney
     
  Title: Vice President

 

S-4PAA 1st Amendment

 

 

  JPMORGAN CHASE BANK, N.A., as a Lender and an L/C Issuer
     
     
  By: /s/ Jo Linda Papadakis
     
  Name: Jo Linda Papadakis
     
  Title: Authorized Officer

 

S-5PAA 1st Amendment

 

 

  wells fargo bank, national association, as a Lender and an L/C Issuer
     
     
  By: /s/ Nathan Starr
     
  Name: Nathan Starr
     
  Title: Director

 

S-6PAA 1st Amendment

 

 

  BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as a Lender
     
     
  By: /s/ Cara Younger
     
  Name: Cara Younger
     
  Title: Managing Director
     
  By: /s/ Miriam Trautmann
     
  Name: Miriam Trautmann
     
  Title: Senior Vice President

 

S-7PAA 1st Amendment

 

 

  BANK OF MONTREAL, as a Lender
     
     
  By: /s/ Jason Lang
     
  Name: Jason Lang
     
  Title: Director

 

S-8PAA 1st Amendment

 

 

  BANK OF NOVA SCOTIA, HOUSTON BRANCH, as a Lender
     
     
  By: /s/ Joe Lattanzi
     
  Name: Joe Lattanzi
     
  Title: Managing Director

 

S-9PAA 1st Amendment

 

 

  BARCLAYS BANK PLC, as a Lender
     
     
  By: /s/ Sydney G. Dennis
     
  Name: Sydney G. Dennis
     
  Title: Director

 

S-10PAA 1st Amendment

 

 

  CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender
     
     
  By: /s/ Scott W. Danvers
     
  Name: Scott W. Danvers
     
  Title: Authorized Signatory
     
  By: /s/ Trudy Nelson
     
  Name:  Trudy Nelson
     
  Title: Authorized Signatory

 

S-11PAA 1st Amendment

 

 

  COBANK ACB, as a Lender
     
     
  By:  /s/ Monica Morton
     
  Name: Monica Morton
     
  Title: Executive Director

 

S-12PAA 1st Amendment

 

 

  ING CAPITAL LLC, as a Lender
     
     
  By: /s/ Juli Bieser
     
  Name: Juli Bieser
     
  Title: Managing Director
     
  By: /s/ Lauren Gutterman
     
  Name: Lauren Gutterman
     
  Title: Vice President

 

S-13PAA 1st Amendment

 

 

  MIZUHO BANK, LTD., as a Lender
     
     
  By: /s/ Edward Sacks
     
  Name: Edward Sacks
     
  Title: Authorized Signatory

 

S-14PAA 1st Amendment

 

 

  MUFG BANK, LTD., as a Lender
     
     
  By: /s/ Anastasiya Bykov
     
  Name: Anastasiya Bykov
     
  Title: Authorized Signatory

 

S-15PAA 1st Amendment

 

 

  PNC BANK, NATIONAL ASSOCIATION, as a Lender
     
     
  By: /s/ Kyle T. Helfrich
     
  Name: Kyle T. Helfrich
     
  Title: Senior Vice President

 

S-16PAA 1st Amendment

 

 

  REGIONS BANK, as a Lender
     
     
  By: /s/ David Valentine
     
  Name: David Valentine
     
  Title: Managing Director

 

S-17PAA 1st Amendment

 

 

  ROYAL BANK OF CANADA, as a Lender
     
     
  By: /s/ Emilee Scott
     
  Name: Emilee Scott
     
  Title: Authorized Signatory

 

S-18PAA 1st Amendment

 

 

  SUMITOMO MITSUI BANKING CORPORATION, as a Lender
     
     
  By: /s/ Jeffrey Cobb
     
  Name: Jeffrey Cobb
     
  Title: Director

 

S-19PAA 1st Amendment

 

 

  The TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender
     
     
  By: /s/ Tyrone Nicholson
     
  Name: Tyrone Nicholson
     
  Title: Authorized Signatory

 

S-20PAA 1st Amendment

 

 

  TRUIST BANK, as a Lender
     
     
  By: /s/ Lincoln LaCour
     
  Name: Lincoln LaCour
     
  Title: Vice President

 

S-21PAA 1st Amendment

 

 

  U.s. BANK NATIONAL ASSOCIATION, as a Lender
     
     
  By: /s/ Paul V. Farrell
     
  Name: Paul V. Farrell
     
  Title: Vice President

 

S-22PAA 1st Amendment

 

 

  ZIONS BANCORPORATION, N.A. DBA AMEGY BANK, as a Lender
     
     
  By: /s/ Sam Trail
     
  Name: Sam Trail
     
  Title: Senior Vice President

 

S-23PAA 1st Amendment

 

 

  MORGAN STANLEY BANK, N.A., as a Lender
     
     
  By: /s/ Michael King
     
  Name: Michael King
     
  Title: Authorized Signatory

 

S-24PAA 1st Amendment

 

 

EXHIBIT A

 

FORM OF COMMITTED LOAN NOTICE

 

Date: ___________, _____

 

To:Bank of America, N.A., as Administrative Agent

 

Ladies and Gentlemen:

 

Reference is made to that certain Credit Agreement, dated as of August 20, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Company”), Plains Midstream Canada ULC, a British Columbia unlimited liability company (“PMCULC”), each Subsidiary of the Company from time to time and during the time it is a party thereto (each such Subsidiary and, together with the Company and PMCULC, the “Borrowers”, and each, a “Borrower”), Bank of America, N.A., as Administrative Agent and Swing Line Lender, Bank of America, N.A., Citibank, N.A., JPMorgan Chase Bank, N.A., and Wells Fargo Bank, National Association, as L/C Issuers, and the Lenders from time to time party thereto.

 

The undersigned hereby requests (select one):

 

¨ A Borrowing of Committed Loans

 

¨ A conversion or continuation of Committed Loans

 

1.             On                                                                                     (a Business Day).

 

2.             In the [principal amount of [$/C$]___________] [aggregate face amount of C$___________ of Canadian BA’s].

 

3.             Comprised of [Base Rate Loans] [Term SOFR/Canadian Term Rate Loans] [Borrowing of Canadian BA’s].

 

4.             For Term SOFR Loans: with an Interest Period of [one] [three] [six] [_____] [month[s]].

 

For Canadian Term Rate Loans: with an Interest Period of [one] [two] [three] [_____] [month[s]].

 

For Canadian BA’s: a maturity date of ____________, 20__.

 

[5.           If a conversion or continuation of Committed Loans, the existing Borrowing(s) of Committed Loans to be converted or continued:

 

Principal amount of [$/C$] ____________ of [Term SOFR/Canadian Term Rate] Loans with an Interest Period ending _________.

 

Exhibit A-1

Form of Committed Loan Notice

 

 

 

 

Principal amount of [$/C$] ____________ of Base Rate Loans.]

 

The Committed Borrowing, if any, requested herein complies with the proviso to the first sentence of Section 2.01 of the Agreement.

 

[BORROWER]

 

  By:  
   
  Name:  
   
  Title:  

 

Exhibit A-2

Form of Committed Loan Notice

 

 

 

 

EXHIBIT B

 

FORM OF swing line loan NOTICE

 

Date: ___________, _____

 

To:Bank of America, N.A., as Swing Line Lender
Bank of America, N.A., as Administrative Agent

 

Ladies and Gentlemen:

 

Reference is made to that certain Credit Agreement, dated as of August 20, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Company”), Plains Midstream Canada ULC, a British Columbia unlimited liability company (“PMCULC”), each Subsidiary of the Company from time to time and during the time it is a party thereto (each such Subsidiary and, together with the Company, the “Borrowers”, and each, a “Borrower”), Bank of America, N.A., as Administrative Agent and Swing Line Lender, Bank of America, N.A., Citibank, N.A., JPMorgan Chase Bank, N.A., and Wells Fargo Bank, National Association, as L/C Issuers, and the Lenders from time to time party thereto.

 

The undersigned hereby requests a Swing Line Loan:

 

1.             On                                                                                     (a Business Day).

 

2.             In the principal amount of [$/C$]                     .

 

3.             Comprised of [Base Rate/Canadian Prime Rate/Term SOFR/Canadian Term Rate] Loans.

 

The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement.

 

[BORROWER]

 

  By:  
   
  Name:  
   
  Title:  

 

Exhibit B

Form of Swing Line Loan Notice

 

 

Exhibit 10.2

 

Execution Copy

 

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

 

THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of the 22nd day of August, 2022, is by and among PLAINS MARKETING, L.P., a Texas limited partnership (the “Company”), PLAINS MIDSTREAM CANADA ULC, a British Columbia unlimited liability company (“PMCULC”, and, together with the Company, the “Borrowers” and each individually, a “Borrower”), PLAINS ALL AMERICAN PIPELINE, L.P., a Delaware limited partnership (“PAA”), as guarantor, BANK OF AMERICA, N.A., as Administrative Agent, and the Lenders party hereto.

 

W I T N E S S E T H:

 

WHEREAS, the Borrowers, PAA, Administrative Agent and the L/C Issuers and Lenders party thereto entered into that certain Fourth Amended and Restated Credit Agreement dated as of August 20, 2021 (the “Original Agreement”) for the purposes and consideration therein expressed; and

 

WHEREAS, the Borrowers, PAA, Administrative Agent, and the Lenders party hereto desire to amend the Original Agreement for the purposes described herein;

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

 

ARTICLE I. — Definitions and References

 

§ 1.1.      Terms Defined in the Original Agreement. Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Credit Agreement shall have the same meanings whenever used in this Amendment.

 

§ 1.2.      Other Defined Terms. Unless the context otherwise requires, the following terms when used in this Amendment shall have the meanings assigned to them in this § 1.2.

 

Amendment” means this First Amendment to Fourth Amended and Restated Credit Agreement.

 

Amendment Effective Date” has the meaning specified in § 3.1 of this Amendment.

 

Credit Agreement” means the Original Agreement as amended hereby.

 

ARTICLE II. — Amendments

 

§ 2.1.      Credit Agreement. The Original Agreement (other than the signature pages, Annexes, Exhibits, Schedules thereto and the heading on the cover page thereto) is hereby amended (a) to delete the red or green stricken text (indicated textually in the same manner as the following examples: stricken text and stricken text) and (b) to add the blue or green double-underlined text (indicated textually in the same manner as the following examples: double-underlined text and double-underlined text), in each case, as set forth in the marked pages of the Credit Agreement attached as Annex A hereto.

 

 

 

 

§ 2.2.      Committed Loan Notice. Exhibit A to the Original Agreement is hereby amended in its entirety to read as set forth on Exhibit A attached hereto, which shall be deemed to be attached as Exhibit A to the Credit Agreement.

 

§ 2.3.      Swing Line Loan Notice. Exhibit B to the Original Agreement is hereby amended in its entirety to read as set forth on Exhibit B attached hereto, which shall be deemed to be attached as Exhibit B to the Credit Agreement.

 

§ 2.4.      Outstanding Eurocurrency Borrowings. Notwithstanding the amendments to the Original Agreement contemplated hereby, to the extent any Eurocurrency Rate Committed Loan (as such term is defined in the Original Agreement) is outstanding on the Amendment Effective Date, such Eurocurrency Rate Committed Loan shall continue to bear interest at the applicable Eurocurrency Rate (as defined in the Original Agreement) plus the Applicable Rate until the end of the Interest Period therefor, and the related provisions of the Original Agreement shall continue in effect solely with respect to such Eurocurrency Rate Committed Loans until such time for the limited purposes set forth in this section. If any such Eurocurrency Rate Committed Loan remains outstanding upon the expiration of the Interest Period applicable thereto, then such Eurocurrency Rate Committed Loan shall be converted, at the election of the Company, into Borrowings consisting of Base Rate Loans and/or Term SOFR Loans (with respect to Eurocurrency Rate Committed Loans denominated in Dollars) or Canadian Prime Rate Loans and/or Canadian Term Rate Loans (with respect to Eurocurrency Rate Committed Loans denominated in Canadian Dollars); provided, that if no election as to the Type of Borrowing is specified, the Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans (with respect to Loans denominated in Dollars) or Canadian Prime Rate Loans (with respect to Loans denominated in Canadian Dollars). On and after the Amendment Effective Date, no Loans may be continued as or converted into Eurocurrency Rate Loans, no new Eurocurrency Rate Loans may be requested by the Borrower, and no Lender shall advance any new Eurocurrency Rate Loans.

 

ARTICLE III. — Conditions of Effectiveness

 

§ 3.1.       Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:

 

(a)           The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:

 

(i)            executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA;

 

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(ii)           such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.

 

(b)           Any fees due Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by Administrative Agent, in each case, as agreed in writing by the Company, required to be paid on or before the Amendment Effective Date shall have been paid.

 

(c)           The Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date.

 

For purposes of determining compliance with the conditions specified in this § 3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide the Company with a copy of any such notice received by the Administrative Agent.

 

ARTICLE IV. — Representations and Warranties

 

§ 4.1.      Representations and Warranties of the Company. In order to induce Administrative Agent, L/C Issuers and Lenders to enter into this Amendment, the Company (and PMCULC, solely as to itself) represents and warrants to Administrative Agent, L/C Issuers and each Lender that:

 

(a)           The representations and warranties of (i) the Company (and PMCULC, solely as to itself) contained in Article V of the Credit Agreement and (ii) each Loan Party in any other Loan Document are true and correct in all material respects on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement.

 

(b)           No Default has occurred and is continuing as of the Amendment Effective Date.

 

ARTICLE V. — Miscellaneous

 

§ 5.1.      Ratification of Agreements. The Original Agreement, as hereby amended, is hereby ratified and confirmed in all respects. The Loan Documents, as they may be amended or affected by this Amendment, are hereby ratified and confirmed in all respects by each Borrower and PAA. Any reference to the Original Agreement in any Loan Document shall be deemed to refer to the Credit Agreement. Upon and after the effectiveness hereof, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Administrative Agent, any L/C Issuer or any Lender under the Credit Agreement or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document.

 

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§ 5.2.       Ratification of PAA Guaranty and Collateral Documents. PAA, by its signature hereto, represents and warrants that PAA has no defense to the enforcement of the PAA Guaranty, and that according to its terms the PAA Guaranty will continue in full force and effect to guaranty each Borrower’s Obligations and the other amounts described in the PAA Guaranty following execution of this Amendment. Each Borrower, Administrative Agent, L/C Issuers and Lenders each acknowledges and agrees that any and all Obligations of such Borrower are secured indebtedness under, and are secured by, each and every Collateral Document with respect to the Collateral pledged thereunder by such Borrower. The Company hereby re-pledges, re-grants and re-assigns a security interest in and lien on every asset of such Borrower described as Collateral in any Collateral Document.

 

§ 5.3.      Loan Documents. This Amendment is a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto.

 

§ 5.4.      GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

§ 5.5.       Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment.

 

§ 5.6.      ENTIRE AGREEMENT. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

 

[Remainder of Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.

 

  PLAINS MARKETING, L.P., as a Borrower
     
     
  By: PLAINS GP LLC, its general partner
     
  By: /s/ Sharon S. Spurlin
    Sharon S. Spurlin
    Senior Vice President and Treasurer

 

  PLAINS MIDSTREAM CANADA ULC, as a Borrower
     
     
  By: /s/ Sharon S. Spurlin
    Sharon S. Spurlin
    Senior Vice President and Treasurer
     
  PLAINS ALL AMERICAN PIPELINE, L.P. as Guarantor
     
     
  By: PAA GP LLC, its general partner
     
  By: PLAINS AAP, L.P., its sole member
     
  By:  PLAINS ALL AMERICAN GP LLC, its general partner
     
  By: /s/ Sharon S. Spurlin
    Sharon S. Spurlin
    Senior Vice President and Treasurer

 

 S-1PMLP 1st Amendment

 

 

  bank of america, n.a., as Administrative Agent
     
     
  By: /s/ Melissa Mullis
     
  Name: Melissa Mullis
     
  Title: Vice President

 

 S-2PMLP 1st Amendment

 

 

  bank of america, n.a., as a Lender, an L/C Issuer and Swing Line Lender
     
     
  By: /s/ Megan Baqui
     
  Name: Megan Baqui
     
  Title: Director

 

 S-3PMLP 1st Amendment

 

 

  CITIBANK, n.A., as a Lender and an L/C Issuer
     
     
  By: /s/ Maureen Maroney
     
  Name: Maureen Maroney
     
  Title: Vice President

 

 S-4PMLP 1st Amendment

 

 

  JPMORGAN CHASE BANK, N.A., as a Lender and an L/C Issuer
     
     
  By: /s/ Stephanie Balette
     
  Name: Stephanie Balette
     
  Title: Authorized Officer

 

 S-5PMLP 1st Amendment

 

 

  wells fargo bank, national association, as a Lender and an L/C Issuer
     
     
  By: /s/ Nathan Starr
     
  Name: Nathan Starr
     
  Title: Director

 

 S-6PMLP 1st Amendment

 

 

  BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as a Lender
     
     
  By: /s/ Cara Younger
     
  Name: Cara Younger
     
  Title: Managing Director
     
  By: /s/ Miriam Trautmann
     
  Name: Miriam Trautmann
     
  Title: Senior Vice President

 

 S-7PMLP 1st Amendment

 

 

  BANK OF MONTREAL, as a Lender
     
     
  By: /s/ Jason Lang
     
  Name: Jason Lang
     
  Title: Director

 

 S-8PMLP 1st Amendment

 

 

  BANK OF NOVA SCOTIA, HOUSTON BRANCH, as a Lender
     
     
  By: /s/ Joe Lattanzi
     
  Name: Joe Lattanzi
     
  Title: Managing Director

 

 S-9PMLP 1st Amendment

 

 

  BARCLAYS BANK PLC, as a Lender
     
     
  By: /s/ Sydney G. Dennis
     
  Name: Sydney G. Dennis
     
  Title: Director

 

 S-10PMLP 1st Amendment

 

 

  CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender
     
     
  By: /s/ Scott W. Danvers
     
  Name: Scott W. Danvers
     
  Title: Authorized Signatory
     
  By: /s/ Trudy Nelson
     
  Name: Trudy Nelson
     
  Title: Authorized Signatory

 

 S-11PMLP 1st Amendment

 

 

  COBANK ACB, as a Lender
     
     
  By: /s/ Monica Morton
     
  Name: Monica Morton
     
  Title: Executive Director

 

 S-12PMLP 1st Amendment

 

 

  ING CAPITAL LLC, as a Lender
     
     
  By: /s/ Juli Bieser
     
  Name: Juli Bieser
     
  Title: Managing Director
     
  By: /s/ Lauren Gutterman
     
  Name: Lauren Gutterman
     
  Title: Vice President

 

 S-13PMLP 1st Amendment

 

 

  MIZUHO BANK, LTD., as a Lender
     
     
  By: /s/ Edward Sacks
     
  Name: Edward Sacks
     
  Title: Authorized Signatory

 

 S-14PMLP 1st Amendment

 

 

  MUFG BANK, LTD., as a Lender
     
     
  By: /s/ Anastasiya Bykov
     
  Name: Anastasiya Bykov
     
  Title: Authorized Signatory

 

 S-15PMLP 1st Amendment

 

 

  PNC BANK, NATIONAL ASSOCIATION, as a Lender
     
     
  By: /s/ Kyle T. Helfrich
     
  Name: Kyle T. Helfrich
     
  Title: Senior Vice President

 

 S-16PMLP 1st Amendment

 

 

  REGIONS BANK, as a Lender
     
     
  By: /s/ David Valentine
     
  Name: David Valentine
     
  Title: Managing Director

 

 S-17PMLP 1st Amendment

 

 

  ROYAL BANK OF CANADA, as a Lender
     
     
  By: /s/ Emilee Scott
     
  Name: Emilee Scott
     
  Title: Authorized Signatory

 

 S-18PMLP 1st Amendment

 

 

  SUMITOMO MITSUI BANKING CORPORATION, as a Lender
     
     
  By: /s/ Jeffrey Cobb
     
  Name: Jeffrey Cobb
     
  Title: Director

 

 S-19PMLP 1st Amendment

 

 

  The TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender
     
     
  By: /s/ Maria Macchiaroli
     
  Name: Maria Macchiaroli
     
  Title: Authorized Signatory

 

 S-20PMLP 1st Amendment

 

 

  TRUIST BANK, as a Lender
     
     
  By: /s/ Lincoln LaCour
     
  Name: Lincoln LaCour
     
  Title: Vice President

 

 S-21PMLP 1st Amendment

 

 

  U.s. BANK NATIONAL ASSOCIATION, as a Lender
     
     
  By: /s/ Paul V. Farrell
     
  Name: Paul V. Farrell
     
  Title: Vice President

 

 S-22PMLP 1st Amendment

 

 

  ZIONS BANCORPORATION, N.A. DBA AMEGY BANK, as a Lender
     
     
  By: /s/ Sam Trail
     
  Name: Sam Trail
     
  Title: Senior Vice President

 

 S-23PMLP 1st Amendment

 

 

  MORGAN STANLEY BANK, N.A., as a Lender
     
     
  By: /s/ Michael King
     
  Name: Michael King
     
  Title: Authorized Signatory

 

 S-24PMLP 1st Amendment

 

 

EXHIBIT A

 

FORM OF COMMITTED LOAN NOTICE

 

Date: ___________, _____

 

To:Bank of America, N.A., as Administrative Agent

 

Ladies and Gentlemen:

 

Reference is made to that certain Fourth Amended and Restated Credit Agreement, dated as of August 20, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Plains Marketing, L.P., a Texas limited partnership (the “Company”), Plains Midstream Canada ULC, a British Columbia unlimited liability company (“PMCULC” and, together with the Company, the “Borrowers”, and each, a “Borrower”), Plains All American Pipeline, L.P., a Delaware limited partnership, as guarantor, Bank of America, N.A., as Administrative Agent and Swing Line Lender, Bank of America, N.A., Citibank, N.A., JPMorgan Chase Bank, N.A., and Wells Fargo Bank, National Association, as L/C Issuers, and the Lenders from time to time party thereto.

 

The undersigned hereby requests (select one):

 

¨ A Borrowing of Committed Loans

 

¨ A conversion or continuation of Committed Loans

 

1.             On                                                                                       (a Business Day).

 

2.             In the [principal amount of [$/C$]___________] [aggregate face amount of C$___________ of Canadian BA’s].

 

3.             Comprised of [Base Rate Loans] [Term SOFR/Canadian Term Rate Loans] [Borrowing of Canadian BA’s].

 

4.             For Term SOFR Loans: with an Interest Period of [one] [three] [six] [_____] [month[s]].

 

For Canadian Term Rate Loans: with an Interest Period of [one] [two] [three] [_____] [month[s]].

 

For Canadian BA’s: a maturity date of ____________, 20__.

 

[5.            If a conversion or continuation of Committed Loans, the existing Borrowing(s) of Committed Loans to be converted or continued:

 

Principal amount of [$/C$] ____________ of [Term SOFR/Canadian Term Rate] Loans with an Interest Period ending _________.

 

Exhibit A-1

Form of Committed Loan Notice

 

 

 

 

Principal amount of [$/C$] ____________ of Base Rate Loans.]

 

The Committed Borrowing, if any, requested herein complies with the proviso to the first sentence of Section 2.01 of the Agreement.

 

[BORROWER]

 

  By:  
   
  Name:  
   
  Title:  

  

Exhibit A-2

Form of Committed Loan Notice

 

 

 

 

EXHIBIT B

 

FORM OF swing line loan NOTICE

 

Date: ___________, _____

 

To:Bank of America, N.A., as Swing Line Lender
Bank of America, N.A., as Administrative Agent

 

Ladies and Gentlemen:

 

Reference is made to that certain Fourth Amended and Restated Credit Agreement, dated as of August 20, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Plains Marketing, L.P., a Texas limited partnership (the “Company”), Plains Midstream Canada ULC, a British Columbia unlimited liability company (“PMCULC” and, together with the Company, the “Borrowers”, and each, a “Borrower”), Plains All American Pipeline, L.P., a Delaware limited partnership, as guarantor, Bank of America, N.A., as Administrative Agent and Swing Line Lender, Bank of America, N.A., Citibank, N.A., JPMorgan Chase Bank, N.A., and Wells Fargo Bank, National Association, as L/C Issuers, and the Lenders from time to time party thereto.

 

The undersigned hereby requests a Swing Line Loan:

 

1.             On                                                                                   (a Business Day).

 

2.             In the principal amount of [$/C$]                       .

 

3.             Comprised of [Base Rate/Canadian Prime Rate/Term SOFR/Canadian Term Rate] Loans.

 

The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement.

 

[BORROWER]

 

  By:  
   
  Name:  
   
  Title:  

 

Exhibit B

Form of Swing Line Loan Notice