FIRST AMENDMENT TO CREDIT AGREEMENT


 Exhibit 10.2 
 Execution Copy 
 FIRST AMENDMENT TO CREDIT AGREEMENT 

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of the 27th day of June, 2012, is by and among
PLAINS ALL AMERICAN PIPELINE, L.P. (the “Company”), PLAINS MIDSTREAM CANADA ULC, a British Columbia unlimited liability company (formerly an Alberta unlimited liability corporation) (“PMCULC”, and, together with the
Company, the “Borrowers” and individually, a “Borrower”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as an L/C Issuer, and the
Lenders party hereto. 
 W I T N E S S E T H: 
 WHEREAS, the Company, certain Subsidiaries of the Company from time to time party thereto, Administrative Agent, Swing Line Lender, certain of the L/C Issuers and Lenders entered into that certain Credit
Agreement dated as of August 19, 2011 (the “Original Agreement”) for the purposes and consideration therein expressed; and 
 WHEREAS, the Borrowers, Administrative Agent, Swing Line Lender, L/C Issuers 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 Original 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. 
 “Credit Agreement” means the Original Agreement as amended
hereby. 
 ARTICLE II. — Amendments 
 § 2.1. Definitions. 
 (a) The definition of “Applicable
Time” set forth in Section 1.01 of the Original Agreement is hereby amended in part by adding the following at the end thereof: 
 ; provided, that such local time shall be no earlier than 12:00 noon, Eastern time. 
 (b) The definition of “Base Rate” set forth in Section 1.01 of the Original Agreement is hereby amended in its entirety to read as follows: 






 “Base Rate” means for any day a fluctuating rate per annum
equal to the highest of (a) the Federal Funds Rate in effect on such day plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” (or, as to
Base Rate Loans to a Designated Borrower, the rate of interest publicly announced from time to time by Bank of America, Canada Branch as its reference rate of interest for loans in U.S. Dollars to Canadian customers and designated as its “prime
rate”) and (c) the Eurocurrency Rate in effect on such day as determined pursuant to clause (b) of the definition thereof plus 1.00%. The “prime rate” is a rate set by Bank of America (or Bank of America, Canada Branch, as
applicable) based upon various factors including Bank of America’s (or Bank of America, Canada Branch’s, as applicable) costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing
some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America (or Bank of America, Canada Branch, as applicable) shall take effect at the opening of business on the day specified
in the public announcement of such change. 
 (c) Clause (b) of the definition of “Eurocurrency Rate” set forth
in Section 1.01 of the Original Agreement is hereby amended in its entirety to read as follows: 
 (b) for
any interest calculation with respect to a Base Rate Loan or a Swing Line Loan based on the Eurocurrency Rate on any date, the rate per annum equal to (i) BBA LIBOR, at approximately 12:00 p.m., London time on such date for deposits in the
relevant currency being delivered in the London interbank market for a term of seven days (or if a term of seven days is unavailable then a term of one month) commencing that day or (ii) if such published rates are not available at such time
for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in such currency for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan or Swing Line
Loan being made, continued or converted and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank Eurocurrency market at their request at the date and time of determination.

 (d) The definition of “Letter of Credit” set forth in Section 1.01 of the Original Agreement is hereby amended
in its entirety to read as follows: 
 “Letter of Credit” means any letter of credit issued
hereunder at the request of any Borrower providing for the payment of cash upon the honoring of a drawing thereunder and shall include the Existing Letters of Credit. A Letter of Credit may be a commercial letter of credit or a standby letter of
credit; provided however, that any commercial letter of credit issued hereunder shall provide solely for cash payment upon presentation of a sight draft, unless otherwise agreed to by the L/C Issuer issuing such letter of credit. 

(e) The definition of “PMCULC” set forth in Section 1.01 of the Original Agreement is hereby amended in its entirety to
read as follows: 
 “PMCULC” means Plains Midstream Canada ULC, a British Columbia limited
liability company (formerly an Alberta unlimited liability corporation). 

  
 2 







 (f) The references to “and purchase” in the second sentence of the definition of
“Applicable Percentage”, “and purchase” in subclause (i) of clause (a) of the definition of “Commitment”, and “or purchase” in the definition of “Committed Borrowing”, each as set forth in
Section 1.01 of the Original Agreement, are hereby deleted. 
 § 2.2. Canadian BA’s. The references to
“and purchase” in the first sentence of Section 2.01 of the Original Agreement, and “and purchased” in clause (x) of the proviso to Section 2.03(a)(i)(B) of the Original Agreement and clause (ii) of the
proviso to Section 2.04(a) of the Original Agreement are hereby deleted, and the reference to “which term(s) shall be identical” in the first sentence of Section 4(a) of Schedule 2.01A to the Original Agreement is hereby amended
to refer instead to “which term(s) shall, subject to the provisions hereof, be identical”. 
 § 2.3.
Indebtedness. The reference to “Plains Marketing (and guarantees thereof by its Subsidiaries)” in clause (i) of Section 7.02(d) of the Original Agreement is hereby amended to refer instead to “Plains Marketing (and
guarantees thereof by its Subsidiaries) and PMCULC (and guarantees thereof by its Subsidiaries)”. 
 ARTICLE III. —
Conditions of Effectiveness 
 § 3.1. Effective Date. This Amendment shall become effective as of the date
first written above, when and only when 
 (i) Administrative Agent shall have received, at Administrative
Agent’s office a counterpart of this Amendment executed and delivered by each Borrower, Administrative Agent, each L/C Issuer and Required Lenders; and 
 (ii) Administrative Agent shall have additionally received all of the following documents, each document (unless otherwise indicated) being dated the date of receipt thereof by Administrative Agent, duly
authorized, executed and delivered, and in form and substance reasonably satisfactory to Administrative Agent: 
 Supporting
Documents. Such supporting documents as Administrative Agent may reasonably request. 
 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 date hereof, 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. 

  
 3 







 (b) No Default has occurred and is continuing. 

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. 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, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 § 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.
		
	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/ Charles Kingswell-Smith
		 	Charles Kingswell-Smith
		 	Vice President and Treasurer


  

			
	PLAINS MIDSTREAM CANADA ULC
		
	By:	 	/s/ Charles Kingswell-Smith
		 	Charles Kingswell-Smith
		 	Vice President and Treasurer


  

			
	BANK OF AMERICA, N.A.,
	as Administrative Agent
		
	By:	 	/s/ Bridgett J. Manduk
	Name:	 	Bridgett J. Manduk
	Title:	 	Assistant Vice President


  

			
	BANK OF AMERICA, N.A.,
	as a Lender, L/C Issuer and Swing Line Lender
		
	By:	 	/s/ Adam H. Fey
	Name:	 	Adam H. Fey
	Title:	 	Director


  
  

PAA First Amendment 

  
 S-1








 
			
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION, as a Lender and L/C Issuer

		
	By:	 	/s/ Mark Oberreuter
	Name:	 	Mark Oberreuter
	Title:	 	Vice President


  

			
	 DNB BANK ASA, GRAND CAYMAN
 BRANCH, as a Lender

		
	By:	 	/s/ Henrik Asland
	Name:	 	Henrik Asland
	Title:	 	Senior Vice President


  

			
		
	By:	 	/s/ Pål Boger
	Name:	 	Pål Boger
	Title:	 	Vice President


  

			
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	/s/ Kenneth J. Fatur
	Name:	 	Kenneth J. Fatur
	Title:	 	Managing Director



 

			
	SUNTRUST BANK, as a Lender
		
	By:	 	/s/ Andrew Johnson
	Name:	 	Andrew Johnson
	Title:	 	Director


  

			
	SOCIETE GENERALE, as a Lender
		
	By:	 	/s/ Chad Clark
	Name:	 	Chad Clark
	Title:	 	Managing Director


  
 PAA First Amendment


  
 S-2








 
			
	BARCLAYS BANK PLC, as a Lender
		
	By:	 	/s/ Michael J. Mozer
	Name:	 	Michael J. Mozer
	Title:	 	Vice President


  

			
	CITIBANK, N.A., as a Lender
		
	By:	 	/s/ John F. Miller
	Name:	 	John F. Miller
	Title:	 	Attorney-in-Fact


  

			
	MIZUHO CORPORATE BANK, LTD.,
	as a Lender
		
	By:	 	/s/ Leon Mo
	Name:	 	Leon Mo
	Title:	 	Authorized Signatory


  

			
	UBS LOAN FINANCE LLC, as a Lender
		
	By:	 	/s/ Irja R. Otsa              /s/ Mary E. Evans
	Name:	 	Irja R. Otsa                    Mary E. Evans
	Title:	 	Assoc. Director            Assoc. Director


  

			
	THE BANK OF NOVA SCOTIA, as a Lender
		
	By:	 	/s/ Mark Sparrow
	Name:	 	Mark Sparrow
	Title:	 	Director


  

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


  
 PAA First Amendment


  
 S-3








 
			
	U.S. BANK NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	/s/ Justin Alexander
	Name:	 	Justin Alexander
	Title:	 	Vice President
		
	By:	 	/s/ Joseph Rauhala
	Name:	 	Joseph Rauhala
	Title:	 	Principal Officer
	
	THE BANK OF TOKYO-MITSUBISHI UFJ, 
	LTD., as a Lender
		
	By:	 	/s/ Andrew Oram
	Name:	 	Andrew Oram
	Title:	 	Managing Director
	
	SUMITOMO MITSUI BANKING
	CORPORATION, as a Lender
		
	By:	 	/s/ Shuji Yabe
	Name:	 	Shuji Yabe
	Title:	 	Managing Director
	
	ING CAPITAL LLC, as a Lender
		
	By:	 	/s/ Cheryl Labelle
	Name:	 	Cheryl Labelle
	Title:	 	Managing Director
	
	 PNC BANK NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	/s/ John Berry
	Name:	 	John Berry
	Title:	 	Vice President


  
 PAA First Amendment


  
 S-4








 
			
	COMPASS BANK, as a Lender
		
	By:	 	/s/ Dorothy Marchand
	Name:	 	Dorothy Marchand
	Title:	 	Senior Vice President
	
	FIFTH THIRD BANK, as a Lender
		
	By:	 	/s/ Matthew Lewis
	Name:	 	Matthew Lewis
	Title:	 	Vice President
	
	REGIONS BANK, as a Lender
		
	By:	 	/s/ David Valentine
	Name:	 	David Valentine
	Title:	 	Vice President
	
	BANK OF MONTREAL, as a Lender 
		
	By:	 	/s/ Gumaro Tijerina
	Name:	 	Gumaro Tijerina
	Title:	 	Director
	
	AMEGY BANK NATIONAL ASSOCIATION, as a Lender 
		
	By:	 	/s/ H. Brock Hudson
	Name:	 	H. Brock Hudson
	Title:	 	Senior Vice President
	
	COMERICA BANK, as a Lender
		
	By:	 	/s/ Justin Crawford
	Name:	 	Justin Crawford
	Title:	 	Vice President


  
 PAA First Amendment


  
 S-5








 
			
	RAYMOND JAMES BANK, N.A., as a Lender
		
	By:	 	/s/ Scott G. Axelrod
	Name:	 	Scott G. Axelrod
	Title:	 	Vice President


  
 PAA First Amendment


  
 S-6