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0001070423
PLAINS ALL AMERICAN PIPELINE LP
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0001070423
2024-08-19
2024-08-19
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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 19, 2024
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 19, 2024, Plains
All American Pipeline, L.P. (the “Partnership”) and Plains Midstream Canada ULC (“PMC”) entered into that certain
Second 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 Canadian dollar offered rate (CDOR) was replaced with rates based on the Canadian Overnight Repo Rate
Average (CORRA), and the requirement that lenders accept Canadian bankers’ acceptances issued by PMC or other designated borrowers
was eliminated. In connection with the Revolving Credit Facility Amendment, the Maturity Date of the Revolving Credit Agreement was also
extended from August 18, 2028 to August 17, 2029. 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 19, 2024, Plains
Marketing, L.P. (“PMLP”), a wholly-owned subsidiary of the Partnership, and PMC entered into that certain Second 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 Canadian dollar offered rate (CDOR) was replaced with rates based on the Canadian Overnight
Repo Rate Average (CORRA), and the requirement that lenders accept Canadian bankers’ acceptances issued by PMC or other designated
borrowers was eliminated. In connection with the Hedged Inventory Facility Amendment, the Maturity Date of the Hedged Inventory Facility
was also extended from August 18, 2026 to August 18, 2027. 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 – |
|
Second Amendment to Credit Agreement dated as of August 19, 2024, 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 – |
|
Second Amendment to Fourth Amended and Restated Credit Agreement dated as of August 19, 2024, 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 22, 2024 |
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/ Al Swanson |
| |
|
Name: Al Swanson |
| |
|
Title: Executive Vice President |
Exhibit 10.1
Execution Copy
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”) dated as of the 19th day of August, 2024, 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 (as amended
by the First Amendment to Credit Agreement dated as of August 22, 2022, 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 to, among other things (i) extend the Existing Maturity
Date and (ii) adopt CORRA as the benchmark rate for Canadian Dollar Credit Extensions and remove the bankers’ acceptance facility
under the Original Agreement;
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 Second 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. Extension of Maturity Date. With respect to the Company’s
request pursuant to Section 2.14 of the Credit Agreement to extend the Maturity Date applicable to each Lender for one additional
year from the Existing Maturity Date (the “Extension”), Administrative Agent has notified the Company of the Extending
Lenders and Non-Extending Lenders with respect thereto as set forth on Schedule A attached hereto. Subject to the satisfaction
of the conditions precedent set forth in Article III:
(a) Effective
as of the Amendment Effective Date (i) the Maturity Date with respect to each such Extending Lender is August 17, 2029, (ii) the
Existing Maturity Date of August 20, 2027 shall remain in effect with respect to each such Non-Extending Lender and (iii) Schedule
2.01 to the Original Agreement is hereby amended in its entirety to read as set forth on Schedule 2.01 attached hereto, which
shall be deemed to be attached as Schedule 2.01 to the Credit Agreement; and
(b) the
parties hereto agree that with respect to the Extension, the certification by the Company required by Section 2.14(f) of
the Credit Agreement is hereby satisfied by the Company’s execution and delivery of this Amendment.
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 from each Borrower, Administrative Agent and Lenders, sufficient in number for distribution to the Administrative
Agent, each Lender and each Borrower; and
(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 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 or would immediately result from the effectiveness hereof.
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.
§
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]
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 |
| |
bank of america, n.a.,
as Administrative Agent |
| |
|
|
| |
By: |
/s/ Melanie Brichant |
| |
Name: |
Melanie Brichant |
| |
Title: |
AVP |
| |
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 |
| |
CITIBANK, n.A., as a Lender and an L/C Issuer |
| |
|
|
| |
By: |
/s/ Maureen Maroney |
| |
Name: |
Maureen Maroney |
| |
Title: |
Vice President |
| |
JPMORGAN CHASE BANK,
N.A., as a Lender and an L/C Issuer |
| |
|
|
| |
By: |
/s/ Kyle Gruen |
| |
Name: |
Kyle Gruen |
| |
Title: |
Authorized Officer |
| |
wells fargo bank, national association, as a Lender and an L/C Issuer |
| |
|
|
| |
By: |
/s/ Nathan Starr |
| |
Name: |
Nathan Starr |
| |
Title: |
Managing Director |
| |
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH,
as a Lender |
| |
|
|
| |
By: |
/s/ Cara Younger |
| |
Name: |
Cara Younger |
| |
Title: |
Managing Director |
| |
|
|
| |
By: |
/s/ Armen Semizian |
| |
Name: |
Armen Semizian |
| |
Title: |
Managing Director |
| |
BANK OF MONTREAL, as a Lender |
| |
|
|
| |
By: |
/s/ Jason Lang |
| |
Name: |
Jason Lang |
| |
Title: |
Managing Director |
| |
BANK OF NOVA SCOTIA, HOUSTON BRANCH, as a Lender |
| |
|
|
| |
By: |
/s/ Joe Lattanzi |
| |
Name: |
Joe Lattanzi |
| |
Title: |
Managing Director |
| |
BARCLAYS BANK PLC, as a Lender |
| |
|
|
| |
By: |
/s/ Sydney G. Dennis |
| |
Name: |
Sydney G. Dennis |
| |
Title: |
Director |
| |
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/ Donovan C. Broussard |
| |
Name: |
Donovan C. Broussard |
| |
Title: |
Authorized Signatory |
| |
COBANK ACB, as a Lender |
| |
|
|
| |
By: |
/s/ Connor Schrotel |
| |
Name: |
Connor Schrotel |
| |
Title: |
Executive Director |
| |
ING CAPITAL LLC, as a Lender |
| |
|
|
| |
By: |
/s/ Paul Mandeville |
| |
Name: |
Paul Mandeville |
| |
Title: |
Director |
| |
|
|
| |
By: |
/s/ Anthony Rivera |
| |
Name: |
Anthony Rivera |
| |
Title: |
Director |
| |
MIZUHO BANK, LTD., as a Lender |
| |
|
|
| |
By: |
/s/ Edward Sacks |
| |
Name: |
Edward Sacks |
| |
Title: |
Managing Director |
| |
MUFG BANK, LTD., as a Lender |
| |
|
|
| |
By: |
/s/ Christopher Facenda |
| |
Name: |
Christopher Facenda |
| |
Title: |
Authorized Signatory |
| |
PNC BANK, NATIONAL ASSOCIATION, as a Lender |
| |
|
|
| |
By: |
/s/ Danielle Bernicky |
| |
Name: |
Danielle Bernicky |
| |
Title: |
Officer |
| |
REGIONS BANK, as a Lender |
| |
|
|
| |
By: |
/s/ David Valentine |
| |
Name: |
David Valentine |
| |
Title: |
Managing Director |
| |
ROYAL BANK OF CANADA, as a Lender |
| |
|
|
| |
By: |
/s/ Sue Carol Sedillo |
| |
Name: |
Sue Carol Sedillo |
| |
Title: |
Authorized Signatory |
| |
SUMITOMO MITSUI BANKING CORPORATION, as a Lender |
| |
|
|
| |
By: |
/s/ Alkesh Nanavaty |
| |
Name: |
Alkesh Nanavaty |
| |
Title: |
Executive Director |
| |
The TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender |
| |
|
|
| |
By: |
/s/ Jonathan Schwartz |
| |
Name: |
Jonathan Schwartz |
| |
Title: |
Authorized Signatory |
| |
TRUIST BANK, as a Lender |
| |
|
|
| |
By: |
/s/ Lincoln LaCour |
| |
Name: |
Lincoln LaCour |
| |
Title: |
Director |
| |
U.s. BANK NATIONAL ASSOCIATION, as a Lender |
| |
|
|
| |
By: |
/s/ Beth Johnson |
| |
Name: |
Beth Johnson |
| |
Title: |
Senior Vice President |
| |
ZIONS BANCORPORATION, N.A. DBA AMEGY BANK, as a Lender |
| |
|
|
| |
By: |
/s/ Cameron Burns |
| |
Name: |
Cameron Burns |
| |
Title: |
Vice President |
| |
MORGAN STANLEY BANK, N.A., as a Lender |
| |
|
|
| |
By: |
/s/ Michael King |
| |
Name: |
Michael King |
| |
Title: |
Authorized Signatory |
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 [$/C$]___________].
3. Comprised
of [Base Rate Loans] [Term SOFR/Canadian Term Rate Loans].
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] [three] month[s].
[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 _________.
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]
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/Term SOFR] [Canadian Prime Rate/Canadian Swing Line 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]
SCHEDULE
2.01
COMMITMENTS
AND APPLICABLE PERCENTAGES
| Lender | |
Commitment | | |
Applicable Percentage | | |
Maturity Date |
| Bank of America, N.A. | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 17, 2029 |
| Citibank, N.A. | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 17, 2029 |
| JPMorgan Chase Bank, N.A. | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 17, 2029 |
| Wells Fargo Bank, National Association | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 17, 2029 |
| Banco Bilbao Vizcaya Argentaria, S.A. New York Branch | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 20, 2027 |
| Bank of Montreal | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 17, 2029 |
| Bank of Nova Scotia, Houston Branch | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 17, 2029 |
| Barclays Bank PLC | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 17, 2029 |
| Canadian Imperial Bank of Commerce, New York Branch | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 17, 2029 |
| CoBank, ACB** | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 17, 2029 |
| ING Capital LLC | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 17, 2029 |
| Mizuho Bank, Ltd. | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 17, 2029 |
| MUFG Bank, Ltd. | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 17, 2029 |
| PNC Bank, National Association | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 17, 2029 |
| Regions Bank | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 17, 2029 |
| Royal Bank of Canada | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 17, 2029 |
| Sumitomo Mitsui Banking Corporation | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 17, 2029 |
| The Toronto-Dominion Bank, New York Branch | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 17, 2029 |
| Truist Bank | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 17, 2029 |
| U.S. Bank National Association | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 17, 2029 |
| Zions Bancorporation, N.A. DBA Amegy Bank | |
$ | 35,000,000.00 | | |
| 2.5925925926 | % | |
August 17, 2029 |
| Morgan Stanley Bank, N.A. | |
$ | 35,000,000.00 | | |
| 2.5925925926 | % | |
August 17, 2029 |
| TOTAL | |
$ | 1,350,000,000.00 | | |
| 100.0000000000 | % | |
|
*Rounded to ten decimal places
**Unlicensed Term CORRA Lender
SCHEDULE A
PAA EXTENDING AND NON-EXTENDING LENDERS
EXTENDING LENDERS:
| Bank of America, N.A. |
| Citibank, N.A. |
| JPMorgan Chase Bank, N.A. |
| Wells Fargo Bank, National Association |
| Bank of Montreal |
| Bank of Nova Scotia, Houston Branch |
| Barclays Bank PLC |
| Canadian Imperial Bank of Commerce, New York Branch |
| CoBank ACB |
| ING Capital LLC |
| Mizuho Bank, Ltd. |
| MUFG Bank, Ltd. |
| PNC Bank, National Association |
| Regions Bank |
| Royal Bank of Canada |
| Sumitomo Mitsui Banking Corporation |
| The Toronto-Dominion Bank, New York Branch |
| Truist Bank |
| U.S. Bank National Association |
| Zions Bancorporation, N.A. DBA Amegy Bank |
| Morgan Stanley Bank, N.A. |
NON-EXTENDING LENDERS:
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
Exhibit 10.2
Execution Copy
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of the 19th day of August, 2024, 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 (as amended by the First Amendment to Fourth Amended and Restated Credit Agreement dated as of August 22,
2022, 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 to, among other things (i) extend the
Existing Maturity Date and (ii) adopt CORRA as the benchmark rate for Canadian Dollar Credit Extensions and remove the bankers’
acceptance facility under the Original Agreement;
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 Second 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. Extension of Maturity Date. With respect to
the Company’s request pursuant to Section 2.14 of the Credit Agreement to extend the Maturity Date applicable to each
Lender for one additional year from the Existing Maturity Date (the “Extension”), Administrative Agent has notified
the Company of the Extending Lenders and Non-Extending Lenders with respect thereto as set forth on Schedule A attached hereto.
Subject to the satisfaction of the conditions precedent set forth in Article III:
(a) Effective
as of the Amendment Effective Date (i) the Maturity Date with respect to each such Extending Lender is August 18, 2027, (ii) the
Existing Maturity Date of August 18, 2026 shall remain in effect with respect to each such Non-Extending Lender and (iii) Schedule
2.01 to the Original Agreement is hereby amended in its entirety to read as set forth on Schedule 2.01 attached hereto, which
shall be deemed to be attached as Schedule 2.01 to the Credit Agreement; and
(b) the
parties hereto agree that with respect to the Extension, the certification by the Company required by Section 2.14(f) of
the Credit Agreement is hereby satisfied by the Company’s execution and delivery of this Amendment.
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 from each Borrower, PAA, Administrative Agent and Lenders, sufficient in number for distribution to the
Administrative Agent, each Lender, each Borrower and PAA; and
(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 or would immediately result from the effectiveness hereof.
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.
§
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]
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 |
| |
bank of america, n.a.,
as Administrative Agent |
| |
|
| |
|
| |
By: |
/s/ Melanie Brichant |
| |
Name: |
Melanie Brichant |
| |
Title: |
AVP |
| |
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 |
| |
CITIBANK, N.A., as a Lender and an L/C Issuer |
| |
|
| |
|
| |
By: |
/s/ Maureen Maroney |
| |
Name: |
Maureen Maroney |
| |
Title: |
Vice President |
| |
JPMORGAN CHASE BANK, N.A.,
as a Lender and an L/C Issuer |
| |
|
| |
|
| |
By: |
/s/ Kyle Gruen |
| |
Name: |
Kyle Gruen |
| |
Title: |
Authorized Officer |
| |
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender and an L/C Issuer |
| |
|
| |
|
| |
By: |
/s/ Nathan Starr |
| |
Name: |
Nathan Starr |
| |
Title: |
Managing Director |
| |
BANCO BILBAO VIZCAYA ARGENTARIA,
S.A. NEW YORK BRANCH, as a
Lender |
| |
|
| |
|
| |
By: |
/s/ Cara Younger |
| |
Name: |
Cara Younger |
| |
Title: |
Managing Director |
| |
|
|
| |
By: |
/s/ Armen Semizian |
| |
Name: |
Armen Semizian |
| |
Title: |
Managing Director |
| |
BANK OF MONTREAL, as a Lender |
| |
|
| |
|
| |
By: |
/s/ Jason Lang |
| |
Name: |
Jason Lang |
| |
Title: |
Managing Director |
| |
|
|
|
| |
|
| |
BANK OF NOVA
SCOTIA, HOUSTON BRANCH, as a Lender |
| |
|
| |
|
| |
By: |
/s/
Joe Lattanzi |
| |
Name: |
Joe Lattanzi |
| |
Title: |
Managing Director |
| |
|
|
|
| |
|
| |
BARCLAYS BANK
PLC, as a Lender |
| |
|
| |
|
| |
By: |
/s/
Sydney G. Dennis |
| |
Name: |
Sydney G. Dennis |
| |
Title: |
Director |
| |
|
|
|
| |
|
| |
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/
Donovan C. Broussard |
| |
Name: |
Donovan C. Broussard |
| |
Title: |
Authorized Signatory |
| |
|
|
|
| |
|
| |
COBANK
ACB,as a Lender |
| |
|
| |
|
| |
By: |
/s/
Connor Schrotel |
| |
Name: |
Connor Schrotel |
| |
Title: |
Executive Director |
| |
|
|
|
| |
|
| |
ING
CAPITAL LLC, as a Lender |
| |
|
| |
|
| |
By: |
/s/
Paul Mandeville |
| |
Name: |
Paul Mandeville |
| |
Title: |
Director |
| |
|
|
| |
By: |
/s/
Anthony Rivera |
| |
Name: |
Anthony Rivera |
| |
Title: |
Director |
| |
|
|
|
| |
|
| |
MIZUHO
BANK, LTD.,as a Lender |
| |
|
| |
|
| |
By: |
/s/
Edward Sacks |
| |
Name: |
Edward Sacks |
| |
Title: |
Managing Director |
| |
|
|
|
| |
|
| |
MUFG
BANK, LTD.,as a Lender |
| |
|
| |
|
| |
By: |
/s/
Christopher Facenda |
| |
Name: |
Christopher Facenda |
| |
Title: |
Authorized Signatory |
| |
|
|
|
| |
|
| |
PNC
BANK, NATIONAL ASSOCIATION, as a Lender |
| |
|
| |
|
| |
By: |
/s/
Danielle Bernicky |
| |
Name: |
Danielle Bernicky |
| |
Title: |
Officer |
| |
REGIONS
BANK, as a
Lender |
| |
|
| |
|
| |
By: |
/s/
David Valentine |
| |
Name: |
David Valentine |
| |
Title: |
Managing Director |
| |
ROYAL
BANK OF CANADA, as a Lender |
| |
|
| |
|
| |
By: |
/s/
Sue Carol Sedillo |
| |
Name: |
Sue Carol Sedillo |
| |
Title: |
Authorized Signatory |
| |
|
|
|
| |
|
| |
SUMITOMO
MITSUI BANKING CORPORATION, as a Lender |
| |
|
| |
|
| |
By: |
/s/
Alkesh Nanavaty |
| |
Name: |
Alkesh Nanavaty |
| |
Title: |
Executive Director |
| |
|
|
|
| |
|
| |
The
TORONTO-DOMINION BANK, NEW YORK BRANCH,
as a Lender |
| |
|
| |
|
| |
By: |
/s/
Jonathan Schwartz |
| |
Name: |
Jonathan Schwartz |
| |
Title: |
Authorized Signatory |
|
| |
|
| |
TRUIST
BANK, as a Lender |
| |
|
| |
|
| |
By: |
/s/
Lincoln LaCour |
| |
Name: |
Lincoln LaCour |
| |
Title: |
Director |
| |
|
|
|
| |
|
| |
U.s.
BANK NATIONAL ASSOCIATION, as a Lender |
| |
|
| |
|
| |
By: |
/s/
Beth Johnson |
| |
Name: |
Beth Johnson |
| |
Title: |
Senior Vice President |
| |
|
|
|
| |
|
| |
ZIONS
BANCORPORATION, N.A. DBA AMEGY BANK, as a Lender |
| |
|
| |
|
| |
By: |
/s/
Cameron Burns |
| |
Name: |
Cameron Burns |
| |
Title: |
Vice President |
| |
|
|
|
| |
|
| |
MORGAN
STANLEY BANK, N.A., as a Lender |
| |
|
| |
|
| |
By: |
/s/
Michael King |
| |
Name: |
Michael King |
| |
Title: |
Authorized Signatory |
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 [$/C$]___________.
3. Comprised
of [Base Rate Loans] [Term SOFR/Canadian Term Rate Loans].
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] [three] month[s].
[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 _________.
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]
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/Term SOFR] [Canadian Prime Rate/Canadian Swing Line 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]
SCHEDULE
2.01
COMMITMENTS
AND APPLICABLE PERCENTAGES
| Lender | |
Commitment | | |
Applicable Percentage | | |
Maturity Date |
| Bank of America, N.A. | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 18, 2027 |
| Citibank, N.A. | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 18, 2027 |
| JPMorgan Chase Bank, N.A. | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 18, 2027 |
| Wells Fargo Bank, National Association | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 18, 2027 |
| Banco Bilbao Vizcaya Argentaria, S.A. New York Branch | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 18, 2026 |
| Bank of Montreal | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 18, 2027 |
| Bank of Nova Scotia, Houston Branch | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 18, 2027 |
| Barclays Bank PLC | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 18, 2027 |
| Canadian Imperial Bank of Commerce, New York Branch | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 18, 2027 |
| CoBank, ACB** | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 18, 2027 |
| ING Capital LLC | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 18, 2027 |
| Mizuho Bank, Ltd. | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 18, 2027 |
| MUFG Bank, Ltd. | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 18, 2027 |
| PNC Bank, National Association | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 18, 2027 |
| Regions Bank | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 18, 2027 |
| Royal Bank of Canada | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 18, 2027 |
| Sumitomo Mitsui Banking Corporation | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 18, 2027 |
| The Toronto-Dominion Bank, New York Branch | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 18, 2027 |
| Truist Bank | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 18, 2027 |
| U.S. Bank National Association | |
$ | 64,000,000.00 | | |
| 4.7407407407 | % | |
August 18, 2027 |
| Zions Bancorporation, N.A. DBA Amegy Bank | |
$ | 35,000,000.00 | | |
| 2.5925925926 | % | |
August 18, 2027 |
| Morgan Stanley Bank, N.A. | |
$ | 35,000,000.00 | | |
| 2.5925925926 | % | |
August 18, 2027 |
| TOTAL | |
$ | 1,350,000,000.00 | | |
| 100.0000000000 | % | |
|
*Rounded to ten decimal places
**Unlicensed Term CORRA Lender
SCHEDULE A
PAA EXTENDING AND NON-EXTENDING LENDERS
EXTENDING LENDERS:
| Bank of America, N.A. |
| Citibank, N.A. |
| JPMorgan Chase Bank, N.A. |
| Wells Fargo Bank, National Association |
| Bank of Montreal |
| Bank of Nova Scotia, Houston Branch |
| Barclays Bank PLC |
| Canadian Imperial Bank of Commerce, New York Branch |
| CoBank ACB |
| ING Capital LLC |
| Mizuho Bank, Ltd. |
| MUFG Bank, Ltd. |
| PNC Bank, National Association |
| Regions Bank |
| Royal Bank of Canada |
| Sumitomo Mitsui Banking Corporation |
| The Toronto-Dominion Bank, New York Branch |
| Truist Bank |
| U.S. Bank National Association |
| Zions Bancorporation, N.A. DBA Amegy Bank |
| Morgan Stanley Bank, N.A. |
NON-EXTENDING LENDERS:
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
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