Exhibit 4.1





 





 


 


PLAINS ALL
AMERICAN PIPELINE, L.P.

PAA FINANCE CORP.

as Issuers

$750,000,000





 


 


3.800% SENIOR
NOTES DUE 2030


 


THIRTY-SECOND


 


SUPPLEMENTAL


 


INDENTURE


 


 


 


Dated as
of June 11, 2020


 


 


U.S. BANK
NATIONAL ASSOCIATION

as Trustee





 


 






     


     


    

 


 


 


TABLE
OF CONTENTS


 


 


	ARTICLE I	 	1
	Section 1.01.	Establishment	1
	 	 	 
	ARTICLE II
    DEFINITIONS AND INCORPORATION BY REFERENCE	2
	Section 2.01.	Definitions	2
	Section 2.02.	Other Definitions	6
	 	 	 
	ARTICLE III
    THE NOTES	7
	Section 3.01.	Form	7
	Section 3.02.	Issuance of Additional
    Notes	7
	Section 3.03.	Global Security Legend	7
	 	 	 
	ARTICLE IV
    REDEMPTION AND PREPAYMENT	7
	Section 4.01.	Optional Redemption.	7
	 	 	 
	ARTICLE V COVENANTS 	8
	Section 5.01.	Compliance Certificate	8
	Section 5.02.	Limitations on Liens	8
	Section 5.03.	Restriction of Sale-leaseback
    Transactions	10
	Section 5.04.	SEC Reports; Financial
    Statements	10
	Section 5.05.	Subsidiary Guarantees	11
	 	 	 
	ARTICLE VI
    SUCCESSORS	11
	Section 6.01.	Consolidation and Mergers
    of the Issuers	11
	Section 6.02.	Rights and Duties of
    Successor	12
	 	 	 
	ARTICLE VII
    DEFAULTS AND REMEDIES	12
	Section 7.01.	Events of Default	12
	 	 	 
	ARTICLE VIII
    LEGAL DEFEASANCE AND COVENANT DEFEASANCE	14
	Section 8.01.	Option to Effect Legal
    Defeasance or Covenant Defeasance	14
	Section 8.02.	Legal Defeasance and
    Discharge	14
	Section 8.03.	Covenant Defeasance	15
	Section 8.04.	Conditions to Legal or
    Covenant Defeasance	15
	Section 8.05.	Deposited Money and U.S.
    Government Obligations to be Held in Trust; Other Miscellaneous Provisions	16
	Section 8.06.	Repayment to Issuers	17
	Section 8.07.	Reinstatement	17
	 	 	 
	ARTICLE IX
    SUBSIDIARY GUARANTEES	17
	Section 9.01.	Subsidiary Guarantees	17
	Section 9.02.	Limitation on Liability	19
	Section 9.03.	Successors and Assigns	19
	Section 9.04.	No Waiver	19
	Section 9.05.	Modification	19



 






    	 	-i-	 



     


    

 


	Section 9.06.	Execution
    of Supplemental Indenture for Future Subsidiary Guarantors	20
	Section 9.07.	Release of Guarantee	20
	 	 	 
	ARTICLE X
    MISCELLANEOUS	20
	Section 10.01.	Additional Amendments	20
	Section 10.02.	Integral Part	21
	Section 10.03.	Adoption, Ratification
    and Confirmation	21
	Section 10.04.	Counterparts	21
	Section 10.05.	Governing Law	21
	Section 10.06.	Recitals; Trustee Makes
    No Representation; Trustee’s Rights and Duties	21




 


	EXHIBIT A:	 Form of Note




 


	EXHIBIT B:	Form of
    Supplemental Indenture




 






    	 	-ii-	 



     


    





 


THIRTY-SECOND
SUPPLEMENTAL INDENTURE dated as of June 11, 2020 (this “Supplemental Indenture”) among PLAINS ALL AMERICAN PIPELINE,
L.P., a Delaware limited partnership (the “Partnership”), PAA FINANCE CORP., a wholly owned subsidiary of the Partnership
and a Delaware corporation (“PAA Finance” and, together with the Partnership, the “Issuers”), and U.S.
BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).


 


W I T N E
S S E T H:


 


WHEREAS,
the Issuers have heretofore entered into an Indenture, dated as of September 25, 2002 (the “Original Indenture”),
with U.S. Bank National Association (successor to Wachovia Bank, National Association), as trustee;


 


WHEREAS,
the Original Indenture, as supplemented by this Supplemental Indenture, is herein called the “Indenture”;


 


WHEREAS,
under the Original Indenture, a new series of Debt Securities may at any time be established by the Boards of Directors of the
Managing General Partner and PAA Finance in accordance with the provisions of the Original Indenture and the form and terms of
such series may be established by a supplemental indenture executed by the Issuers and the Trustee;


 


WHEREAS,
the Issuers propose to create under the Indenture a new series of Debt Securities;


 


WHEREAS,
additional Debt Securities of other series hereafter established, except as may be limited in the Original Indenture as at the
time supplemented and modified, may be issued from time to time pursuant to the Original Indenture as at the time supplemented
and modified; and


 


WHEREAS,
all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make it a valid and binding
obligation of the Issuers have been done or performed.


 


NOW,
THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration,
the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE I


 


Section 1.01.           Establishment.  There is hereby established a new series of Debt Securities to be issued under the Indenture, to be designated as the Issuers’
3.800% Senior Notes due 2030 (the “Notes”). Initially, there will be no Subsidiary Guarantors for the Notes.


 


(a)            There
are to be authenticated and delivered $750,000,000 principal amount of Notes on the Issue Date, and from time to time thereafter
there may be authenticated and delivered an unlimited principal amount of Additional Notes.


 






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(b)            The
Notes shall be issued initially in the form of one or more Global Securities in substantially the form set out in Exhibit A
hereto. The Depositary with respect to the Notes shall be The Depository Trust Company.


 


(c)            Each
Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from
the most recent date to which interest has been paid or duly provided for.


 


(d)            If
and to the extent that the provisions of the Original Indenture are duplicative of, or in contradiction with, the provisions of
this Supplemental Indenture, the provisions of this Supplemental Indenture shall govern.


 


ARTICLE II

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 2.01.           Definitions.  All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Original Indenture.
The following are additional definitions used in this Supplemental Indenture:


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, “control,” as used with respect to any
Person, shall mean the possession directly or indirectly of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise; and the terms “controlling,”
 “controlled by” and “under common control with” shall have correlative meanings.


 


“Attributable
Indebtedness,” when used with respect to any Sale-leaseback Transaction, means, as at the time of determination, the present
value (discounted at the rate set forth or implicit in the terms of the lease included in such transaction) of the total obligations
of the lessee for rental payments (other than amounts required to be paid on account of property taxes, maintenance, repairs,
insurance, assessments, utilities, operating and labor costs and other items that do not constitute payments for property rights)
during the remaining term of the lease included in such Sale-leaseback Transaction (including any period for which such lease
has been extended). In the case of any lease that is terminable by the lessee upon the payment of a penalty or other termination
payment, such amount shall be the lesser of the amount determined assuming termination upon the first date such lease may be terminated
(in which case the amount shall also include the amount of the penalty or termination payment, but no rent shall be considered
as required to be paid under such lease subsequent to the first date upon which it may be so terminated) or the amount determined
assuming no such termination.


 


“Capital
Interests” means any and all shares, interests, participations, rights or other equivalents (however designated) of capital
stock, including, without limitation, with respect to partnerships, partnership interests (whether general or limited) and any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, such Person.


 






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“Consolidated
Net Tangible Assets” means, at any date of determination, the total amount of assets after deducting therefrom: (1) all
current liabilities (excluding (a) any current liabilities that by their terms are extendible or renewable at the option
of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed; and (b) current
maturities of long-term debt); and (2) the amount, net of any applicable reserves, of all goodwill, trade names, trademarks,
patents and other like intangible assets, all as set forth on the consolidated balance sheet of the Partnership for its most recently
completed fiscal quarter, prepared in accordance with GAAP.





 


“Debt”
means any obligation created or assumed by any Person for the repayment of money borrowed, any purchase money obligation created
or assumed by such Person, and any guarantee of the foregoing.


 


“Funded
Debt” means all Debt maturing one year or more from the date of the creation thereof, all Debt directly or indirectly renewable
or extendible, at the option of the debtor, by its terms or by the terms of any instrument or agreement relating thereto, to a
date one year or more from the date of the creation thereof, and all Debt under a revolving credit or similar agreement obligating
the lender or lenders to extend credit over a period of one year or more.


 


“Guarantee”
means a guarantee of the Notes given by a Subsidiary Guarantor pursuant to the Indenture, including any future obligations under
Article IX hereof.


 


“General
Partner” means PAA GP LLC, a Delaware limited liability company, and its successors and permitted assigns as general partner
of the Partnership.


 


“Issue
Date” means the date on which the Notes are initially issued.


 


“Managing
General Partner” means (i) Plains All American GP LLC, a Delaware limited liability company (and its successors and
permitted assigns), as general partner of Plains AAP, L.P., a Delaware limited partnership (and its successors and permitted assigns),
as sole member of the General Partner or (ii) the business entity with the ultimate authority to manage the business and
operations of the Partnership.


 


“Notes”
has the meaning assigned to it in Section 1.01(a) hereof, and includes both the Notes issued on the Issue Date and any
Additional Notes issued thereafter.


 


“Obligations”
means any principal, interest, liquidated damages, penalties, fees, indemnifications, reimbursement obligations, damages and other
liabilities payable under the documentation governing any Debt.


 


“Pari
Passu Debt” means any Funded Debt of either of the Issuers, whether outstanding on the Issue Date or thereafter created,
incurred or assumed, unless, in the case of any particular Funded Debt, the instrument creating or evidencing the same or pursuant
to which the same is outstanding expressly provides that such Funded Debt shall be subordinated in right of payment to the Notes.


 






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“Partnership
Agreement” means the Seventh Amended and Restated Agreement of Limited Partnership of Plains All American Pipeline, L.P.,
dated as of October 10, 2017, as such may be otherwise amended, modified or supplemented from time to time.


 


“Permitted
Liens” means:


 


(1)            Liens
upon rights-of-way for pipeline purposes;


 


(2)            any
statutory or governmental Lien or Lien arising by operation of law, or any mechanics’, repairmen’s, materialmen’s,
suppliers’, carriers’, landlords’, warehousemen’s or similar Lien incurred in the ordinary course of business
which is not yet due or which is being contested in good faith by appropriate proceedings and any undetermined Lien which is incidental
to construction, development, improvement or repair;


 


(3)            the
right reserved to, or vested in, any municipality or public authority by the terms of any right, power, franchise, grant, license,
permit or by any provision of law, to purchase or recapture or to designate a purchaser of, any property;


 


(4)            Liens
of taxes and assessments which are (A) for the then current year, (B) not at the time delinquent, or (C) delinquent
but the validity of which is being contested at the time by an Issuer or any Restricted Subsidiary in good faith;


 


(5)            Liens
of, or to secure performance of, leases, other than capital leases;


 


(6)            any
Lien upon, or deposits of, any assets in favor of any surety company or clerk of court for the purpose of obtaining indemnity
or stay of judicial proceedings;


 


(7)            any
Lien upon property or assets acquired or sold by an Issuer or any Restricted Subsidiary resulting from the exercise of any rights
arising out of defaults on receivables;


 


(8)            any
Lien incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance, temporary
disability, social security, retiree health or similar laws or regulations or to secure obligations imposed by statute or governmental
regulations;


 


(9)            any
Lien in favor of an Issuer or any Restricted Subsidiary;


 


(10)           any
Lien in favor of the United States of America or any state thereof, or any department, agency or instrumentality or political
subdivision of the United States of America or any state thereof, to secure partial, progress, advance, or other payments pursuant
to any contract or statute, or any Debt incurred by an Issuer or any Restricted Subsidiary for the purpose of financing all or
any part of the purchase price of, or the cost of constructing, developing, repairing or improving, the property or assets subject
to such Lien;


 






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(11)           any
Lien securing industrial development, pollution control or similar revenue bonds;


 





(12)          any
Lien securing Debt of an Issuer or any Restricted Subsidiary, all or a portion of the net proceeds of which are used, substantially
concurrently with the funding thereof (and for purposes of determining such “substantial concurrence,” taking into
consideration, among other things, required notices to be given to Holders of Outstanding Debt Securities (including the Notes)
in connection with such refunding, refinancing or repurchase, and the required corresponding durations thereof), to refinance,
refund or repurchase all Outstanding Debt Securities (including the Notes), including the amount of all accrued interest thereon
and reasonable fees and expenses and premium, if any, incurred by the Issuers or any Restricted Subsidiary in connection therewith;


 


(13)           Liens
in favor of any Person to secure obligations under the provisions of any letters of credit, bank guarantees, bonds or surety obligations
required or requested by any governmental authority in connection with any contract or statute;


 


(14)           any
Lien upon or deposits of any assets to secure performance of bids, trade contracts, leases or statutory obligations;


 


(15)           any
Lien or privilege vested in any grantor, lessor or licensor or permittor for rent or other charges due or for any other obligations
or acts to be performed, the payment of which rent or other charges or performance of which other obligations or acts is required
under leases, easements, rights-of-way, licenses, franchises, privileges, grants or permits, so long as payment of such rent or
the performance of such other obligations or acts is not delinquent or the requirement for such payment or performance is being
contested in good faith by appropriate proceedings;


 


(16)           easements,
exceptions or reservations in any property of the Partnership or any of the Restricted Subsidiaries granted or reserved for the
purpose of pipelines, roads, the removal of oil, gas, coal or other minerals, and other like purposes for the joint or common
use of real property, facilities and equipment, which are incidental to, and do not materially interfere with, the ordinary conduct
of its business or the business of the Partnership and its Subsidiaries, taken as a whole;


 


(17)           Liens
arising under operating agreements, joint venture agreements, partnership agreements, oil and gas leases, farmout agreements,
division orders, contracts for sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and
agreements, area of mutual interest agreements and other agreements arising in the ordinary course of the Partnership’s
or any Restricted Subsidiary’s business that are customary in the business of marketing, transportation and terminalling
of crude oil and/or marketing of liquefied petroleum gas; or


 


(18)           any
obligations or duties to any municipality or public authority with respect to any lease, easement, right-of-way, license, franchise,
privilege, permit or grant.


 






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“Principal
Property” means, whether owned or leased on the Issue Date or thereafter acquired: (1) any of the pipeline assets of
the Partnership or the pipeline assets of any Subsidiary of the Partnership, including any related facilities employed in the
transportation, distribution, terminalling, gathering, treating, processing, marketing or storage of crude oil or refined petroleum
products, natural gas, natural gas liquids, fuel additives or petrochemicals, and (2) any processing or manufacturing plant
or terminal owned or leased by the Partnership or any Subsidiary of the Partnership; except, in the case of either clause (1) or
(2), (a) any such assets consisting of inventories, furniture, office fixtures and equipment, including data processing equipment,
vehicles and equipment used on, or useful with, vehicles, and (b) any such assets, plant or terminal which, in the good faith
opinion of the Board of Directors, is not material in relation to the activities of the Partnership or the activities of the Partnership
and its Subsidiaries, taken as a whole.


 


“Restricted
Subsidiary” means any Subsidiary of the Partnership owning or leasing, directly or indirectly through ownership in another
Subsidiary, any Principal Property.


 


“Sale-leaseback
Transaction” means the sale or transfer by an Issuer or any Subsidiary of the Partnership of any Principal Property to a
Person (other than an Issuer or a Subsidiary of the Partnership) and the taking back by an Issuer or any Subsidiary of the Partnership,
as the case may be, of a lease of such Principal Property.


 


“Subsidiary”
means, with respect to any Person: (1) any other Person of which more than 50% of the total voting power of shares or other
Capital Interests entitled, without regard to the occurrence of any contingency, to vote in the election of directors, managers
or trustees (or equivalent persons) thereof is at the time owned or controlled, directly or indirectly, by such Person or
one or more of the other Subsidiaries of such Person or a combination thereof; or (2) in the case of a partnership, more
than 50% of the partners’ Capital Interests, considering all partners’ Capital Interests as a single class, is at
the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or
a combination thereof.


 


“Subsidiary
Guarantors” means:


 


(1)            any
Subsidiary of the Partnership that executes a supplemental Indenture to provide a Guarantee in accordance with the provisions
of the Indenture; and


 


(2)            its
successors and assigns.


 


Section 2.02.           Other
Definitions.








  


	Term	 	 	Defined in 
 Section	 
	 	 	 	 	 
	“Additional Notes”	 	 	3.02	 
	“Covenant Defeasance”	 	 	8.03	 
	“Event of Default”	 	 	7.01	 
	“Legal Defeasance”	 	 	8.02	 
	“Note Obligations”	 	 	9.01	 
	“Payment Default”	 	 	7.01	 
	“Required Filing Dates”	 	 	5.04	 
	“Successor Company”	 	 	6.01	 





 






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ARTICLE III

THE NOTES


 


Section 3.01.           Form. The Notes shall be issued initially in the form of one or more Global Securities. The Notes and Trustee’s certificate of
authentication shall be substantially in the form of Exhibit A hereto, the terms of which are incorporated in and made a
part of this Supplemental Indenture, and the Issuers and the Trustee, by their execution and delivery of this Supplemental Indenture,
expressly agree to such terms and provisions and to be bound thereby.


 


Section 3.02.           Issuance
of Additional Notes. The Issuers may, from time to time, issue an unlimited amount of additional Notes (“Additional Notes”)
under the Indenture, which shall be issued in the same form as the Notes issued on the Issue Date and which shall have identical
terms as the Notes issued on the Issue Date other than with respect to the issue date, the date of first payment of interest,
if applicable, and the payment of interest accruing prior to the issue date. The Notes issued on the Issue Date shall be
limited in aggregate principal amount to $750,000,000. The Notes issued on the Issue Date and any Additional Notes subsequently
issued shall be treated as a single series for all purposes under the Indenture, including waivers, amendments, redemptions and
offers to purchase.


 


Section 3.03.   
      Global Security Legend. Each of the Global Securities shall bear a legend in substantially
the following form:


 


THIS
GLOBAL SECURITY IS HELD BY OR ON BEHALF OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (A) THE
TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.08 OF THE ORIGINAL INDENTURE, (B) THIS
GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.15 OF THE ORIGINAL INDENTURE, (C) THIS
GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE ORIGINAL INDENTURE
AND (D) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY OR ITS NOMINEE WITH THE PRIOR WRITTEN CONSENT
OF THE ISSUERS.


 


ARTICLE IV

REDEMPTION AND PREPAYMENT


 


Section 4.01.           Optional
Redemption.


 


(a)            At
their option at any time prior to maturity, the Issuers may choose to redeem all or any portion of the Notes, at once or from
time to time.


 


(b)            To
redeem the Notes, the Issuers must pay a redemption price in an amount determined in accordance with the provisions of paragraph
number 5 of the form of Note in Exhibit A hereto, plus accrued and unpaid interest, if any, to the redemption date (subject
to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).


 






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(c)            Any
redemption pursuant to this Section 4.01 shall otherwise be made pursuant to the provisions of Sections 3.01 through 3.03
of the Original Indenture and paragraph number 6 of the form of Note in Exhibit A hereto. The actual redemption price shall
be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to each redemption
date.


 


ARTICLE V

COVENANTS


 


Section 5.01.     Compliance
Certificate.


 


(a)            In
lieu of the Officers’ Certificate required by Section 4.05 of the Original Indenture, the Issuers and Subsidiary Guarantors
shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a
review of the activities of the Partnership and its Subsidiaries during the preceding fiscal year has been made under the supervision
of the signing Officers (one of whom shall be the principal executive, financial or accounting officer of each Issuer and Subsidiary
Guarantor) with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under
the Indenture, and further stating, as to each such person signing such certificate, that to the best of his or her knowledge
the Issuers have kept, observed, performed and fulfilled each and every covenant contained in the Indenture and are not in default
in the performance or observance of any of the terms, provisions and conditions of the Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what
action the Issuers are taking or propose to take with respect thereto).


 


(b)            The
Issuers shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith and in any event within five days
upon any officer of an Issuer becoming aware of any Default or Event of Default or an event which, with notice or the lapse of
time or both, would constitute an Event of Default, an Officers’ Certificate specifying such Default or Event of Default
and what action the Issuers are taking or propose to take with respect thereto.


 


Section 5.02.     Limitations
on Liens. The Issuers will not, nor will they permit any Subsidiary of the Partnership to, create, assume, incur or suffer
to exist any Lien upon any Principal Property or upon any Capital Interests of any Restricted Subsidiary, whether owned or leased
on the Issue Date or thereafter acquired, to secure any Debt of an Issuer or any other Person (other than Debt Securities), without
in any such case making effective provision whereby all of the Notes shall be secured equally and ratably with, or prior to, such
Debt so long as such Debt shall be so secured. This restriction shall not apply to:


 


(a)            Permitted
Liens;


 


(b)            any
Lien upon any property or assets created at the time of acquisition of such property or assets by an Issuer or any Restricted
Subsidiary or within one year after such time to secure all or a portion of the purchase price for such property or assets or
Debt incurred to finance such purchase price, whether such Debt was incurred prior to, at the time of or within one year after
the date of such acquisition;


 






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(c)            any
Lien upon any property or assets to secure all or part of the cost of construction, development, repair or improvements thereon
or to secure Debt incurred prior to, at the time of, or within one year after completion of such construction, development, repair
or improvements or the commencement of full operations thereof (whichever is later), to provide funds for any such purpose;


 


(d)            any
Lien upon any property or assets existing thereon at the time of the acquisition thereof by an Issuer or any Restricted Subsidiary
(whether or not the obligations secured thereby are assumed by an Issuer or any Restricted Subsidiary); provided, however, that
such Lien only encumbers the property or assets so acquired;


 


(e)            any
Lien upon any property or assets of a Person existing thereon at the time such Person becomes a Restricted Subsidiary by acquisition,
merger or otherwise; provided, however, that such Lien only encumbers the property or assets of such Person at the time such Person
becomes a Restricted Subsidiary;


 


(f)            any
Lien upon any property or assets of an Issuer or any Restricted Subsidiary in existence on December 10, 2003 or provided
for pursuant to agreements existing on December 10, 2003;


 


(g)            Liens
imposed by law or order as a result of any proceeding before any court or regulatory body that is being contested in good faith,
and Liens which secure a judgment or other court-ordered award or settlement as to which an Issuer or the applicable Restricted
Subsidiary, as the case may be, has not exhausted its appellate rights;


 


(h)            any
extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancings, refundings or replacements)
of Liens, in whole or in part, referred to in clauses (a) through (g), inclusive, of this Section 5.02; provided, however,
that any such extension, renewal, refinancing, refunding or replacement Lien shall be limited to the property or assets covered
by the Lien extended, renewed, refinanced, refunded or replaced and that the obligations secured by any such extension, renewal,
refinancing, refunding or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the
Lien extended, renewed, refinanced, refunded or replaced and any expenses of the Issuers and the Restricted Subsidiaries (including
any premium) incurred in connection with such extension, renewal, refinancing, refunding or replacement; or


 


(i)            any
Lien resulting from the deposit of moneys or evidence of indebtedness in trust for the purpose of defeasing Debt of an Issuer
or any Restricted Subsidiary.


 


Notwithstanding
the foregoing provisions of this Section 5.02, the Issuers may, and may permit any Restricted Subsidiary to, create, assume,
incur or suffer to exist any Lien upon any Principal Property or Capital Interests of a Restricted Subsidiary to secure Debt of
an Issuer or any Person (other than Debt Securities) that is not excepted by clauses (a) through (i), inclusive, of this
Section 5.02 without securing the Notes, provided that the aggregate principal amount of all Debt then outstanding secured
by such Lien and all other Liens not excepted by clauses (a) through (i), inclusive, of this Section 5.02, together
with all Attributable Indebtedness from Sale-leaseback Transactions (excluding Sale-leaseback Transactions permitted by clauses
(a) through (d), inclusive, of Section 5.03), does not exceed 10% of Consolidated Net Tangible Assets.


 






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Section 5.03.    Restriction
of Sale-leaseback Transactions. The Issuers will not, and will not permit any Subsidiary of the Partnership to, engage in
a Sale-leaseback Transaction, unless:


 


(a)            such
Sale-leaseback Transaction occurs within one year from the date of completion of the acquisition of the Principal Property subject
thereto or the date of the completion of construction, development or substantial repair or improvement, or commencement of full
operations on such Principal Property, whichever is later;


 


(b)            the
Sale-leaseback Transaction involves a lease for a period, including renewals, of not more than three years;


 


(c)            the
Attributable Indebtedness from that Sale-leaseback Transaction is an amount equal to or less than the amount the Issuers or such
Subsidiary would be allowed to incur as Debt secured by a Lien on the Principal Property subject thereto without equally and ratably
securing the Notes under Section 5.02; or


 


(d)            the
Issuers or such Subsidiary, within a one-year period after such Sale-leaseback Transaction, applies or causes to be applied an
amount not less than the net sale proceeds from such Sale-leaseback Transaction to (A) the prepayment, repayment, redemption,
reduction or retirement of any Pari Passu Debt of an Issuer or any Subsidiary of the Partnership, or (B) the expenditure
or expenditures for Principal Property used or to be used in the ordinary course of business of the Partnership or its Subsidiaries.


 


Notwithstanding
the foregoing provisions of this Section 5.03, the Issuers may, and may permit any Subsidiary of the Partnership to, effect
any Sale-leaseback Transaction that is not excepted by clauses (a) through (d), inclusive, of this Section 5.03, provided
that the Attributable Indebtedness from such Sale-leaseback Transaction, together with the aggregate principal amount of then
outstanding Debt (other than Debt Securities) secured by Liens upon Principal Properties not excepted by clauses (a) through
(i), inclusive, of Section 5.02, does not exceed 10% of Consolidated Net Tangible Assets.


 


Section 5.04.     SEC
Reports; Financial Statements.


 


(a)            Whether
or not the Partnership is then subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the
Partnership shall electronically file with the Commission, so long as the Notes are Outstanding, the annual, quarterly and other
periodic reports that the Partnership is required to file (or would otherwise be required to file) with the Commission pursuant
to Sections 13 and 15(d) of the Exchange Act, and such documents shall be filed with the Commission on or prior to the respective
dates (the “Required Filing Dates”) by which the Partnership is required to file (or would otherwise be required to
file) such documents, unless, in each case, such filings are not then permitted by the Commission.


 


(b)            If
such filings are not then permitted by the Commission, or such filings are not generally available on the Internet free of charge,
the Issuers shall provide the Trustee with, and the Trustee will mail to any Holder of Notes requesting in writing to the Trustee
copies of, such annual, quarterly and other periodic reports specified in Sections 13 and 15(d) of the Exchange Act within
15 days after the respective Required Filing Dates.


 






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(c)            [Intentionally
omitted.]


 


(d)            The
Partnership shall provide the Trustee with a sufficient number of copies of all reports and other documents and information that
the Trustee may be required to deliver to Holders of Notes under clause (b) of this Section 5.04.


 


(e)            Delivery
of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of
such shall not constitute constructive notice of any information contained therein or determinable from information contained
therein, including the Partnership’s compliance with any of its covenants hereunder (as to which the Trustee is entitled
to rely exclusively on Officers’ Certificates).


 


Section 5.05.     Subsidiary
Guarantees. If any Subsidiary (or its successor) of the Partnership that is not then a Subsidiary Guarantor guarantees Debt
of either of the Issuers, in either case after the Issue Date, then the Partnership shall cause such Subsidiary (or successor)
to execute and deliver a supplemental Indenture providing for the guarantee of the payment of the Notes pursuant to Article IX
hereof.


 


ARTICLE VI

SUCCESSORS


 


With
respect to the Notes, the provisions of this Article VI shall preempt the provisions of Article X of the Original Indenture
in their entirety.


 


Section 6.01.     Consolidation
and Mergers of the Issuers. Neither Issuer shall consolidate or amalgamate with or merge with or into any Person, or sell,
convey, transfer, lease or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction
or a series of related transactions, except (1) with respect to the Partnership, in accordance with the provisions of the
Partnership Agreement, and (2) unless: (a) either (i) such Issuer shall be the surviving Person in the case of
a merger or (ii) the resulting, surviving or transferee Person if other than such Issuer (the “Successor Company”)
shall be a partnership, limited liability company or corporation organized and existing under the laws of the United States, any
state thereof or the District of Columbia (provided that PAA Finance may not merge, amalgamate or consolidate with or into another
Person other than a corporation satisfying such requirement for so long as the Partnership is not a corporation) and the Successor
Company shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest on all of the Notes,
and the due and punctual performance or observance of all the other obligations under the Indenture to be performed or observed
by such Issuer; (b) immediately after giving effect to such transaction or series of transactions, no Default or Event of
Default would occur or be continuing; (c) if such Issuer is not the continuing Person, then each Subsidiary Guarantor, unless
it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Notes
and the Indenture; and (d) such Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that such consolidation, amalgamation, merger, sale, conveyance, transfer, lease or other disposition
and such supplemental Indenture (if any) comply with this Section 6.01 and any other applicable provisions of the Indenture.


 






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Section 6.02.     Rights
and Duties of Successor. In case of any consolidation, amalgamation or merger where an Issuer is not the continuing
Person, or disposition of all or substantially all of the assets of an Issuer in accordance with Section 6.01, the Successor
Company shall succeed to and be substituted for such Issuer with the same effect as if it had been named herein as the respective
party to the Indenture, and the predecessor entity shall be released from all liabilities and obligations under the Indenture
and the Notes, except that no such release will occur in the case of a lease of all or substantially all of an Issuer’s
assets. In case of any such consolidation, amalgamation, merger, sale, conveyance, transfer, lease or other disposition, such
changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.


 


ARTICLE VII


DEFAULTS
AND REMEDIES


 


Section 7.01.     Events
of Default. With respect to the Notes, the provisions of this Section 7.01 shall preempt the provisions of the
first and final paragraphs of Section 6.01 of the Original Indenture in their entirety.


 


(a)          An
 “Event of Default” occurs if:


 


(i)            the
Issuers default for 60 days in the payment when due of interest on the Notes;


 


(ii)           the
Issuers default in the payment when due of principal of or premium, if any, on the Notes at maturity, upon redemption or otherwise;


 


(iii)          failure
by an Issuer or any Subsidiary Guarantor for 90 days after receipt of notice by the Issuers from the Trustee or to the Issuers
and the Trustee by the Holders of at least 25% in principal amount of the Notes then Outstanding to comply with any other term,
covenant or warranty in the Indenture or the Notes (provided that notice need not be given, and an Event of Default shall
occur, 90 days after any breach of the provisions of Section 6.01 hereof);


 


(iv)          default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any
Debt of an Issuer or any of the Partnership’s Subsidiaries (or the payment of which is guaranteed by the Partnership or
any of its Subsidiaries), whether such Debt or guarantee now exists or is created after the Issue Date, if that default (A) is
caused by a failure to pay principal of or premium, if any, or interest on such Debt prior to the expiration of the grace period
provided in such Debt (a “Payment Default”) or (B) results in the acceleration of the maturity of such Debt
to a date prior to its originally stated maturity, and, in each case described in clause (A) or (B), the principal amount
of any such Debt, together with the principal amount of any other such Debt under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates $25.0 million or more; provided, further, that
if any such default is cured or waived or any such acceleration rescinded, or such Debt is repaid, within a period of 30 days
from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may
be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission
does not conflict with any judgment or decree;


 






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(v)          except
as permitted by the Indenture, any Guarantee shall cease for any reason to be in full force and effect (except as otherwise provided
in the Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor, or any Person acting on behalf
of any Subsidiary Guarantor, shall deny or disaffirm its obligations under the Indenture or its Guarantee;


 


(vi)         an
Issuer or any Subsidiary Guarantor pursuant to or within the meaning of any Bankruptcy Law:


 


(A)           commences
a voluntary case,


 


(B)            consents
to the entry of an order for relief against it in an involuntary case,


 


(C)            consents
to the appointment of a custodian of it or for all or substantially all of its property,


 


(D)            makes
a general assignment for the benefit of its creditors, or


 


(E)            generally
is not paying its debts as they become due; or


 


(vii)        a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)           is
for relief against an Issuer or any Subsidiary Guarantor in an involuntary case;


 


(B)            appoints
a custodian of an Issuer or any Subsidiary Guarantor or for all or substantially all of the property of an Issuer or any Subsidiary
Guarantor; or


 


(C)            orders
the liquidation of an Issuer or any Subsidiary Guarantor;


 


and
the order or decree remains unstayed and in effect for 60 consecutive days.


 






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(b)          In
the case of an Event of Default arising from Section 7.01(a)(vi) or 7.01(a)(vii) hereof involving an Issuer (and,
for the avoidance of doubt, excluding any such Event of Default that involves only one or more Subsidiary Guarantors), the principal
amount of all Outstanding Notes and interest thereon shall become due and payable immediately without further action or notice.
If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the
then Outstanding Notes may declare the principal amount of all the Notes and interest thereon to be due and payable immediately
by a notice in writing to the Issuers (and to the Trustee if given by the Holders) and upon any such declaration such principal
amount and interest thereon shall be due and payable immediately.


 


ARTICLE VIII


LEGAL
DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01.     Option
to Effect Legal Defeasance or Covenant Defeasance. The Issuers may, at the option of the Boards of Directors evidenced
by a Board Resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03
hereof be applied to all outstanding Notes and Guarantees upon compliance with the conditions set forth below in this Article VIII.


 


Section 8.02.     Legal
Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable
to this Section 8.02, each of the Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding
Notes and Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For
this purpose, Legal Defeasance means that each of the Issuers shall be deemed to have paid and discharged the entire Debt represented
by the outstanding Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 8.05
hereof and the other Sections of the Indenture referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and the Indenture, and each of the Subsidiary Guarantors shall be deemed to have discharged its obligations
under its Guarantee (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging
the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:


 


(a)          the
rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more
fully set forth in such Section, payments in respect of the principal of, premium on, if any, and interest on such Notes when
such payments are due,


 


(b)          the
Issuers’ obligations with respect to such Notes under Sections 2.07, 2.08, 2.09 and 4.02 of the Original Indenture,


 


(c)          the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith,


 


(d)          this
Article VIII, and


 


(e)          the
Issuers’ rights of optional redemption under Section 4.01 hereof.


 






    	 	14	 



     


    

 


Subject
to compliance with this Article VIII, the Issuers may exercise their option under this Section 8.02 notwithstanding
the prior exercise of their option under Section 8.03 hereof.


 


Section 8.03.     Covenant
Defeasance. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03,
each of the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from
its obligations under the covenants contained in Sections 5.02, 5.03, 5.04 and 5.05 hereof with respect to the Outstanding
Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”),
and the Notes shall thereafter be deemed not “Outstanding” for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding”
for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).
For this purpose, Covenant Defeasance means that, with respect to the Outstanding Notes, the Issuers may omit to comply with and
shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly,
by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under
Section 7.01 hereof, but, except as specified above, the remainder of the Indenture, the Guarantees and such Notes shall
be unaffected thereby.


 


Section 8.04.     Conditions
to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02
or 8.03 hereof to the Outstanding Notes:


 


In
order to exercise either Legal Defeasance or Covenant Defeasance:


 


(a)          the
Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in Dollars, U.S.
Government Obligations, or a combination thereof, in such amounts as shall be sufficient, in the written opinion of a nationally
recognized firm of independent public accountants, to pay the principal of, premium on, if any, and interest on the Outstanding
Notes at the Stated Maturity thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether
the Notes are being defeased to maturity or to a particular redemption date;


 


(b)          in
the case of an election under Section 8.02 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel
confirming that (i) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling
or (ii) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case
to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Outstanding Notes shall not
recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and shall be subject to federal
income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance
had not occurred;


 


(c)          in
the case of an election under Section 8.03 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel
confirming that the Holders of the Outstanding Notes shall not recognize income, gain or loss for federal income tax purposes
as a result of such Covenant Defeasance and shall be subject to federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such Covenant Defeasance had not occurred;


 






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(d)          no
Default or Event of Default shall have occurred and be continuing either (i) on the date of such deposit (other than a Default
or Event of Default resulting from the incurrence of Debt all or a portion of the proceeds of which shall be applied to such deposit)
or (ii) insofar as Section 7.01(a)(vi) or 7.01(a)(vii) hereof is concerned, at any time in the period ending
on the 91st day after the date of deposit;


 


(e)          such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any agreement
or instrument (other than the Notes and the Indenture) to which the Partnership or any of its Subsidiaries is a party or by which
the Partnership or any of its Subsidiaries is bound;


 


(f)           the
Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit,
the trust funds shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally;


 


(g)          the
Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers
with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Issuers; and


 


(h)          the
Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 


Section 8.05.     Deposited
Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06
hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof
in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such
Notes and the Indenture, to the payment, either directly or through any paying agent (including an Issuer acting as paying agent)
as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal,
premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.


 


The
Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S.
Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof
other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Notes.


 


Anything
in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon
the written request of the Issuers any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof
which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 






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Section 8.06.     Repayment
to Issuers. Any money deposited with the Trustee or any paying agent, or then held by the Issuers, in trust for the
payment of the principal of, premium on, if any, or interest on any Note and remaining unclaimed for two years after such principal,
premium, if any, or interest has become due and payable shall be paid to the Issuers on their written request or (if then held
by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured creditor, look
only to the Issuers for payment thereof, and all liability of the Trustee or such paying agent with respect to such trust money,
and all liability of the Issuers as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such paying agent, before being required to make any such repayment, may at the expense of the Issuers cause to be published
once, in The New York Times and The Wall Street Journal (U.S. edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication,
any unclaimed balance of such money then remaining shall be repaid to the Issuers.


 


Section 8.07.     Reinstatement.
If the Trustee or paying agent is unable to apply any Dollars or U.S. Government Obligations in accordance with Section 8.02
or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the Issuers’ obligations under the Indenture and the Notes and the Subsidiary
Guarantors’ obligations under the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant
to Section 8.02 or 8.03 hereof until such time as the Trustee or paying agent is permitted to apply all such money in accordance
with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Issuers make any
payment of principal of, premium on, if any, or interest on any Note following the reinstatement of their obligations, the Issuers
shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or paying
agent.


 


ARTICLE IX


SUBSIDIARY
GUARANTEES


 


Section 9.01.     Subsidiary
Guarantees. (a)  Each Subsidiary Guarantor hereby jointly and severally unconditionally and irrevocably guarantees
on a senior basis to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment of principal,
premium, if any, and interest with respect to, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise,
and all other monetary obligations of the Issuers under the Indenture (including obligations to the Trustee) and the Notes and
(ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers under the
Indenture and the Notes (all the foregoing being hereinafter collectively called the “Note Obligations”). Each Subsidiary
Guarantor further agrees that the Note Obligations may be extended or renewed, in whole or in part, without notice or further
assent from each such Subsidiary Guarantor, and that each such Subsidiary Guarantor shall remain bound under this Article IX
notwithstanding any extension or renewal of any Note Obligation.


 






    	 	17	 



     


    

 


(b)          Each
Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Issuers of any of the Note Obligations
and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any Default or Event of Default under
the Notes or the Note Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (i) the
failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any
other Person under the Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof;
(iii) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the Notes or
any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Note Obligations or any of
them; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Note Obligations;
or (vi) any change in the ownership of such Subsidiary Guarantor, except as provided in Section 9.02 hereof.


 


(c)          Each
Subsidiary Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when
due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to
any security held for payment of the Note Obligations.


 


(d)          The
obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination
for any reason other than indefeasible payment in full of the Note Obligations, including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever
or by reason of the invalidity, illegality or unenforceability of the Note Obligations or otherwise. Without limiting the generality
of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected
by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, the Notes
or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise,
in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may
or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or would otherwise operate as a discharge of
any Subsidiary Guarantor as a matter of law or equity.


 


(e)          Each
Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may
be, if at any time payment, or any part thereof, of principal, premium, if any, or interest with respect to any Note Obligation
is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of either of the
Issuers or otherwise.


 


(f)           In
furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity
against any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuers to pay the principal, premium, if any, or interest
with respect to any Note Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption
or otherwise, or to perform or comply with any other Note Obligation, each Subsidiary Guarantor hereby promises to and shall forthwith
pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount
of such Note Obligations, (ii) accrued and unpaid interest on such Note Obligations (but only to the extent not prohibited
by law) and (iii) all other monetary Note Obligations of the Issuers to the Holders and the Trustee.


 






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(g)          Each
Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of
any Note Obligations guaranteed hereby until payment in full of all Note Obligations. Each Subsidiary Guarantor further agrees
that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Note Obligations
guaranteed hereby may be accelerated as provided in Article VII hereof for the purposes of any Subsidiary Guarantor’s
Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Note
Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in
Article VII hereof, such Note Obligations (whether or not due and payable) shall forthwith become due and payable by such
Subsidiary Guarantor for the purposes of this Section 9.01.


 


(h)          Each
Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by
the Trustee or any Holder in enforcing any rights under this Section 9.01.


 


Section 9.02.     Limitation
on Liability. Any term or provision of the Indenture to the contrary notwithstanding, the maximum, aggregate amount
of the Note Obligations guaranteed hereunder by any Subsidiary Guarantor shall not exceed the maximum amount that, after giving
effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and to any collections from or payments made
by or on behalf of any other Subsidiary Guarantor in respect of its obligations under its Guarantee, can be hereby guaranteed
without rendering the Indenture, as it relates to any Subsidiary Guarantor, voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer.


 


Section 9.03.     Successors
and Assigns. This Article IX shall be binding upon each Subsidiary Guarantor and, except as provided in Section 9.07,
its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in
the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that
party in the Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject
to the terms and conditions of the Indenture.


 


Section 9.04.     No
Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power
or privilege under this Article IX shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude
any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders
herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under
this Article IX at law, in equity, by statute or otherwise.


 


Section 9.05.     Modification.
No modification, amendment or waiver of any provision of this Article IX, nor the consent to any departure by any Subsidiary
Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such
waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand
on any Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to any other or further notice or demand in the
same, similar or other circumstances.


 






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Section 9.06.     Execution
of Supplemental Indenture for Future Subsidiary Guarantors. Each Subsidiary which is required to become a Subsidiary
Guarantor pursuant to Section 5.05 hereof shall promptly execute and deliver to the Trustee a supplemental Indenture in substantially
the form of Exhibit B hereto pursuant to which such Subsidiary shall become a Subsidiary Guarantor under this Article IX
and shall guarantee the Note Obligations. Concurrently with the execution and delivery of such supplemental Indenture, the Issuers
shall deliver to the Trustee an Opinion of Counsel to the effect that such supplemental Indenture has been duly authorized, executed
and delivered by such Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance
or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered
in a proceeding at law or in equity, the Guarantee of such Subsidiary Guarantor is a legal, valid and binding obligation of such
Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms.


 


Section 9.07.     Release
of Guarantee. Provided that no Default shall have occurred and shall be continuing under the Indenture, the Guarantee
of a Subsidiary Guarantor under this Article IX shall terminate and be of no further force and effect, and such Subsidiary
Guarantor shall be released from the Indenture and all Note Obligations, upon the following events:


 


(a)          upon
any sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger,
consolidation or otherwise) to any Person that is not an Affiliate of either of the Issuers (provided such sale or other disposition
is not prohibited by the Indenture);


 


(b)          upon
any sale or other disposition of all of the Equity Interests of a Subsidiary Guarantor, to any Person that is not an Affiliate
of either of the Issuers; or


 


(c)          following
the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers (other than any Debt Securities),
upon delivery by the Issuers to the Trustee of a written notice of such release or discharge from the guarantees.


 


ARTICLE X

MISCELLANEOUS


 


Section 10.01.     Additional
Amendments. With respect to the Notes, references to (A) “Section 6.01” in the Original Indenture
shall be deemed to be references to “Section 7.01” of this Supplemental Indenture; (B) “Section 11.02”
in the Original Indenture shall be deemed to be references to “Section 8.06” of this Supplemental Indenture;
(C) “Section 6.01(g) or (h)” in the Original Indenture shall be deemed to be references to “Section 7.01(a)(vi) or
(a)(vii)” of this Supplemental Indenture; and (D) “Article X” in the Original Indenture shall be deemed
to be references to “Article VI” of this Supplemental Indenture.


 






    	 	20	 



     


    

 


Section 10.02.     Integral
Part. This Supplemental Indenture constitutes an integral part of the Indenture.


 


Section 10.03.     Adoption,
Ratification and Confirmation. The Original Indenture, as supplemented and amended by this Supplemental Indenture,
is in all respects hereby adopted, ratified and confirmed.


 


Section 10.04.     Counterparts.
This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original;
and all such counterparts shall together constitute but one and the same instrument.


 


Section 10.05.     Governing
Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 


Section 10.06.     Recitals;
Trustee Makes No Representation; Trustee’s Rights and Duties. The recitals contained herein shall be taken as
the statements of the Issuers, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture and shall not be liable in connection therewith.
The rights and duties of the Trustee shall be determined by the express provisions of the Original Indenture, and nothing in this
Supplemental Indenture shall in any way modify or otherwise affect the Trustee’s rights and duties thereunder.


 


[Signatures
on following pages]


 






    	 	21	 



     


    

 


SIGNATURES


 





	 	ISSUERS:
	 	 	 	 
	 	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/ Sharon
    Spurlin
	 	 	Name:	Sharon Spurlin
	 	 	Title:	Senior Vice President and Treasurer
	 	 	 	 
	 	PAA FINANCE CORP.
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Sharon
    Spurlin
	 	 	Name:	Sharon Spurlin
	 	 	Title:	Senior Vice President and Treasurer


  


Signature
Page to Thirty-First Supplemental Indenture


  






     


     


    

 


	 	TRUSTEE:
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee
	 	 	 
	 	By:	/s/ Alejandro
    Hoyos
	 	Name: 	Alejandro Hoyos
	 	Title: 	Vice President



 











Signature
Page to Thirty-First Supplemental Indenture


  



     


     


    



 






 EXHIBIT A


 


(Form of
Face of Note)


 


	CUSIP
    72650R BN1	No. __




 


	ISIN
    US72650RBN17	$__________




 


PLAINS
ALL AMERICAN PIPELINE, L.P.

PAA FINANCE CORP.


 


3.800%
Senior Notes due 2030


 


Plains
All American Pipeline, L.P., a Delaware limited partnership, and PAA Finance Corp., a Delaware corporation, jointly and severally
promise to pay to __________, or registered assigns, the principal sum of _______________ Dollars [or such greater or lesser amount
as may be endorsed on the Schedule attached hereto]1 on September 15, 2030.


 


Interest
Payment Dates: March 15 and September 15


 


Record
Dates: March 1 and September 1


 


	 	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:	                                 
	 	 	Name:
	 	 	Title:
	 	 
	 	PAA
    FINANCE CORP.
	 	 
	 	By:	                                                 
	 	Name:	 
	 	Title:	 




 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This
is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture.


 


U.S.
BANK NATIONAL ASSOCIATION,


as
Trustee


 


	By:	     	 
	 	Authorized
    Signatory	 
	 	 	 
	Dated:	 	 




 





 





 



1
To be included only if the Note is issued in global form.


 






    	 	A-1	 



     


    

 


(Form of
Back of Note)


 


3.800%
Senior Notes due 2030


 


[THIS
GLOBAL SECURITY IS HELD BY OR ON BEHALF OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (A) THE
TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.08 OF THE ORIGINAL INDENTURE, (B) THIS
GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.15 OF THE ORIGINAL INDENTURE, (C) THIS
GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE ORIGINAL INDENTURE
AND (D) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY OR ITS NOMINEE WITH THE PRIOR WRITTEN CONSENT
OF THE ISSUERS.]2


 


Capitalized
terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.


 


1.            Interest.
Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), and PAA Finance Corp., a Delaware
corporation (“PAA Finance” and, together with the Partnership, the “Issuers”), jointly and severally promise
to pay interest on the principal amount of this Note at 3.800% per annum from June 11, 2020 until maturity. The Issuers shall
pay interest semi-annually on March 15 and September 15 of each year, or if any such day is not a Business Day, on the
next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the date of issuance. The first Interest Payment Date
shall be September 15, 2020. The Issuers shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess
of the rate then in effect; and they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same
rate to the extent lawful.  Interest shall be computed on the basis of a 360-day year of twelve 30-day months.


 


2.            Method
of Payment. The Issuers shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders
of Notes at the close of business on the March 1 or September 1 next preceding the Interest Payment Date, even if such
Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.17
of the Original Indenture with respect to defaulted interest, and the Issuers shall pay principal (and premium, if any) of the
Notes upon surrender thereof to the Trustee or a paying agent on or after the Stated Maturity thereof. The Notes shall be payable
as to principal, premium, if any, and interest at the office or agency of the Trustee maintained for such purpose within or without
The City and State of New York, or, at the option of the Issuers, payment of interest may be made by check mailed to the Holders
at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available
funds shall be required with respect to principal of and interest and premium, if any, on, each Global Security and all other
Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the paying agent on or prior to the
applicable record date. Such payment shall be in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.


 





 



2
To be included only if the Note is issued in global form.


 






    	 	A-2	 



     


    

 


3.            Paying
Agent and Registrar. Initially, U.S. Bank National Association, the Trustee under the Indenture, shall act as paying agent
and Registrar.  The Issuers may change any paying agent or Registrar without notice to any Holder.  The Issuers or any
of their Subsidiaries may act in any such capacity.


 


4.            Indenture.
The Issuers issued the Notes under an Indenture dated as of September 25, 2002 (the “Original Indenture”), as
supplemented by the Thirty-Second Supplemental Indenture dated as of June 11, 2020 (the “Supplemental Indenture”
and, together with the Original Indenture, the “Indenture”) among the Issuers and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms.  To the extent any provision of this Note conflicts with the express provisions
of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are joint and several obligations
of the Issuers initially in aggregate principal amount of $750 million. The Issuers may issue an unlimited aggregate principal
amount of Additional Notes under the Indenture. Any such Additional Notes that are actually issued shall be treated as issued
and outstanding Notes (and as the same series (with identical terms other than with respect to the issue date, the date of first
payment of interest, if applicable, and the payment of interest accruing prior to the issue date) as the initial Notes) for all
purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase. To secure the due and punctual payment
of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when
and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes
and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Note Obligations under the Indenture and the
Notes on a senior basis pursuant to the terms of the Indenture.


 


5.            Optional
Redemption.


 


(a)            At
their option at any time prior to maturity, the Issuers may choose to redeem all or any portion of the Notes at once or from time
to time.


 


(b)            To
redeem the Notes before the Par Call Date, the Issuers must pay a redemption price equal to the greater of (i) 100% of the
principal amount of the Notes to be redeemed, and (ii) as determined by the Quotation Agent (as defined below), the sum of
the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would have been
due if the Notes matured on the Par Call Date (not including any portion of those payments of interest accrued as of the date
of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Adjusted Treasury Rate (as defined below) plus 45 basis points, plus, in either case, accrued and unpaid interest
to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant
interest payment date).


 






    	 	A-3	 



     


    

 


(c)            To
redeem the Notes on or after the Par Call Date, the Issuers must pay a redemption price equal to 100% of the principal amount
of the Notes to be redeemed plus accrued and unpaid interest to the date of redemption (subject to the right of Holders on the
relevant record date to receive interest due on the relevant interest payment date).


 


For
purposes of determining any redemption price, the following definitions shall apply:


 


“Adjusted
Treasury Rate” means, with respect to any date of redemption, the rate per annum equal to the semi-annual equivalent yield
to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for the date of redemption.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable
to the remaining term of the Notes to be redeemed, calculated as if the maturity date of the Notes were the Par Call Date (the
 “Remaining Life”), that would be utilized, at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of the Notes.


 


“Comparable
Treasury Price” means, with respect to any date of redemption, (a) the average of the Reference Treasury Dealer Quotations
for the date of redemption, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (b) if the Trustee
obtains fewer than four Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.


 


“Par
Call Date” means June 15, 2030 (three months prior to the maturity date).


 


“Quotation
Agent” means a Primary Treasury Dealer (as defined below) appointed by the Issuers.


 


“Reference
Treasury Dealer” means J.P. Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc. and RBC Capital Markets,
LLC or their respective successors and affiliates; provided, however, if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in the United States (a “Primary Treasury Dealer”), the Issuers shall substitute therefor
another Primary Treasury Dealer.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any date of redemption, the average,
as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York City time,
on the third business day preceding that date of redemption.


 






    	 	A-4	 



     


    

 


6.            Notice
of Redemption; Selection of Notes. Notice of redemption shall be mailed at least 10 days but not more than 60 days before
the redemption date to each Holder whose Notes are to be redeemed at its registered address.  Notes in denominations larger
than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. Unless the Issuers default in payment of the redemption price, on and after the redemption date interest ceases to accrue
on Notes or portions thereof called for redemption. Notwithstanding anything to the contrary in the Original Indenture, if less
than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof (in multiples of $1,000) to be redeemed
(i) if the Notes are listed on an exchange, in compliance with the requirements of the principal national securities exchange
on which the Notes are listed, or (ii) if the Notes are not listed on an exchange or such exchange has no selection requirements,
on a pro rata basis, by lot or, if the Notes are in the form of one or more Global Securities, by such method as the Depositary
shall require.


 


7.            Denominations,
Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples
of $1,000.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar
and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers
may require a Holder to pay any taxes or other governmental charges required by law or permitted by the Indenture.  The Issuers
need not exchange or register the transfer of any Note or portion of a Note selected for redemption or repurchase, except for
the unredeemed or unrepurchased portion of any Note being redeemed or repurchased in part.  Also, the Issuers need not exchange
or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or repurchased or during
the period between a record date and the corresponding Interest Payment Date.


 


8.            Persons
Deemed Owners. The registered Holder of a Note shall be treated as its owner for all purposes.


 


9.            Amendment,
Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent
of the Holders of a majority in aggregate principal amount of the then Outstanding Notes, and any existing default or compliance
with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal
amount of the then Outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or
supplemented for any of the purposes set forth in Section 9.01 of the Original Indenture (as amended by the Supplemental
Indenture).


 






    	 	A-5	 



     


    

 


10.            Defaults
and Remedies. Events of Default with respect to the Notes include: (i) default for 60 days in the payment when due of
interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes at maturity, upon
redemption or otherwise, (iii) failure by an Issuer or any Subsidiary Guarantor for 90 days after notice to comply with
any of the other agreements in the Indenture (provided that notice need not be given, and an Event of Default shall occur,
90 days after any breach of the provisions of Section 6.01 of the Supplemental Indenture); (iv) default under any
mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Debt of an
Issuer or any of the Partnership’s Subsidiaries (or the payment of which is guaranteed by the Partnership or any of its
Subsidiaries), whether such Debt or guarantee now exists or is created after the Issue Date, if that default (a) is caused
by a failure to pay principal of or premium, if any, or interest on such Debt prior to the expiration of the grace period provided
in such Debt (a “Payment Default”) or (b) results in the acceleration of the maturity of such Debt to a date
prior to its original stated maturity, and, in each case described in clause (a) or (b), the principal amount of any such
Debt, together with the principal amount of any other such Debt under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $25.0 million or more, subject to the proviso set forth in Section 7.01(a)(iv) of
the Supplemental Indenture; (v) except as permitted by the Indenture, any Guarantee shall cease for any reason to be in full
force and effect (except as otherwise provided in the Indenture) or is declared null and void in a judicial proceeding or any
Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under
the Indenture or its Guarantee and (vi) certain events of bankruptcy or insolvency with respect to an Issuer or any of the
Subsidiary Guarantors. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of the then Outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing,
in the case of an Event of Default arising from certain events of bankruptcy or insolvency involving an Issuer, but not any Subsidiary
Guarantor, all Outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture
or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal
amount of the then Outstanding Notes may direct the Trustee in its exercise of any trust or power. If and so long as the board
of directors, an executive committee of the board of directors or trust committee of Responsible Officers of the Trustee in good
faith so determines, the Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating
to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interests. The
Holders of a majority in aggregate principal amount of the Notes then Outstanding by notice to the Trustee may on behalf of the
Holders of all of the Notes waive any past Default or Event of Default and its consequences under the Indenture except a continuing
Default or Event of Default in the payment of interest on, the principal of, or premium, if any, on the Notes or any other Default
specified in Section 6.06 of the Original Indenture. The Issuers and the Subsidiary Guarantors are required to deliver to
the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required upon becoming aware of
any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.


 






    	 	A-6	 



     


    

 


11.            Trustee
Dealings with Issuers. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Issuers or their Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were
not the Trustee.


 


12.            No
Recourse Against Others. The General Partner and its directors, officers, employees and members (in their capacities as such)
shall not have any liability for any obligations of the Issuers under the Notes. In addition, the Managing General Partner and
its directors, officers, employees and members shall not have any liability for any obligations of the Issuers under the Notes.
Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration
for issuance of the Notes.





 


13.            Authentication.
This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


 


14.            Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN
ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).


 


15.            CUSIP
and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures,
the Issuers have caused CUSIP and corresponding ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and corresponding
ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers
either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.


 


The
Issuers shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:


 


Plains
All American Pipeline, L.P.


333
Clay Street, Suite 1600


Houston,
Texas 77002


Attention:
Investor Relations


 






    	 	A-7	 



     


    

 


Assignment
Form


 


To
assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to


 


(Insert
assignee’s soc. sec. or tax I.D. no.)


 


 


  


 


 


 


 



(Print
or type assignee’s name, address and zip code)


 


and
irrevocably appoint _________________________________________________________________________________ agent
to transfer this Note on the books of the Issuers.  The agent may substitute another to act for him.


 


Date:
_____________


 


	 	Your Signature:	 
	 	 	(Sign exactly as your name appears on the face of this Note)



 





	Signature Guarantee:	(Signature must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”) or such other signature guarantee program as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.)











 






    	 	A-8	 



     


    

 


SCHEDULE
OF INCREASES OR DECREASES IN THE GLOBAL NOTE3


 


The
original principal amount of this Global Note is $          .
The following increases or decreases in this Global Note have been made:


 


	Date
    of
 Exchange	 	Amount
    of
 decrease in
 Principal Amount
 of
 this Global Note	 	Amount
    of
 increase in
 Principal Amount
 of
 this Global Note	 	Principal

    Amount of
 this Global Note
 following such
 decrease
 (or increase)	 	Signature
    of
 authorized
 signatory of
 Trustee or Note
 Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 




 





 



3
To be included only if the Note is issued in global form.


 






    	 	A-9	 



     


    

 


EXHIBIT B


 


FORM OF
SUPPLEMENTAL INDENTURE


 


SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of ___________________, among Plains All American Pipeline, L.P.,
a Delaware limited partnership (the “Partnership”), PAA Finance Corp., a Delaware corporation (“PAA Finance”
and, together with the Partnership, the “Issuers”), ________________________ (the “Subsidiary Guarantor”),
a direct or indirect subsidiary of Plains All American Pipeline, L.P. (or its successor), a Delaware limited partnership (the
 “Partnership”), and U.S. Bank National Association, as trustee under the indenture referred to below (the “Trustee”).


 


W
I T N E S S E T H


 


WHEREAS,
the Issuers have heretofore executed and delivered to the Trustee an indenture (the “Original Indenture”), dated as
of September 25, 2002, as supplemented by the Thirty-Second Supplemental Indenture (the “Thirty-Second Supplemental
Indenture” and, together with the Original Indenture, the “Indenture”) dated as of June 11, 2020, among
the Issuers and the Trustee, providing for the issuance of the Issuers’ 3.800% Senior Notes due 2030 (the “Notes”);


 


WHEREAS,
Section 5.05 of the Thirty-Second Supplemental Indenture provides that under certain circumstances the Partnership is required
to cause the Subsidiary Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the Subsidiary
Guarantor shall unconditionally guarantee all of the Issuers’ obligations under the Notes pursuant to a Guarantee on the
terms and conditions set forth herein; and


 


WHEREAS,
pursuant to Section 9.01 of the Original Indenture, the Issuers and the Trustee are authorized to execute and deliver this
Supplemental Indenture;


 


NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the Issuers, the Subsidiary Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders
of the Notes as follows:


 


1.
Definitions.


 


(a) 
Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


(b)            For
all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the
Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar
import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.


 






    	 	B-1	 



     


    

 


2.            Agreement
to Guarantee. The Subsidiary Guarantor hereby agrees, jointly and severally with all other Subsidiary Guarantors under the
Indenture, if any, to guarantee the Issuers’ obligations under the Notes on the terms and subject to the conditions set
forth in Article IX of the Thirty-Second Supplemental Indenture and to be bound by all other applicable provisions of the
Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions
and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for
all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.


 


3.            GOVERNING
LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE A NEW YORK CONTRACT, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


 


4.            Recitals;
Trustee Makes No Representation; Trustee’s Rights and Duties. The recitals contained herein shall be taken as the statements
of the Issuers, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation
as to the validity or sufficiency of this Supplemental Indenture and shall not be liable in connection therewith. The rights and
duties of the Trustee shall be determined by the express provisions of the Original Indenture, and nothing in this Supplemental
Indenture shall in any way modify or otherwise affect the Trustee’s rights and duties thereunder.


 


5.            Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.


 


6.            Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.


 






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IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly 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:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 
	 	 
	 	PAA
    FINANCE CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[SUBSIDIARY
    GUARANTOR],
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	U.S.
    BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    	 	B-3