Exhibit 10.1


 


FIRST AMENDMENT TO CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”)
dated as of the 4th day of March, 2005, by and among PLAINS ALL AMERICAN
PIPELINE, L.P. (“US Borrower”), PMC (NOVA SCOTIA) COMPANY and PLAINS MARKETING
CANADA, L.P. (each a “Canadian Borrower” and collectively, “Canadian
Borrowers”), BANK OF AMERICA, N.A., as Administrative Agent, BANK OF
AMERICA, N.A., acting through its Canada Branch, as Canadian Administrative
Agent, and the Lenders party hereto.


 


W I T N E S S E T H:


 


WHEREAS, US Borrower, Canadian Borrowers,
Administrative Agent, Canadian Administrative Agent and the Lenders named
therein entered into that certain Credit Agreement [US/Canada Facilities] dated
as of November 2, 2004 (the “Original Agreement”) for the purposes
and consideration therein expressed; and


 


WHEREAS, US Borrower, Canadian Borrowers,
Administrative Agent, Canadian Administrative Agent and Lenders desire to amend
the Original Agreement for the purposes described herein;


 


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


 


ARTICLE I. — Definitions and References


 


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


 


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


 


“Amendment” means this First Amendment to
Credit Agreement.


 


“Credit
Agreement” means the Original Agreement as amended hereby.


 


ARTICLE II. — Amendments


 


§ 2.1.                    Definitions.  The reference to “participations in LC
Obligations” in clause (a) of the definition of “Defaulting Lender” set forth
in Section 1.1 of the Original Agreement is hereby amended to refer
instead to “participations in LC Obligations or participations in Swing Line
Loans”.


 


The reference to “the Administrative Agent (and, as to
the Canadian Commitment, Canadian Administrative Agent) and the LC Issuers” in
clause (b)(i) of the definition of “Eligible Assignee” set forth in Section 1.1
of the Original Agreement is hereby amended to refer instead to “the
Administrative Agent (and, as to the Canadian Commitment, Canadian
Administrative Agent), the LC Issuers and the Swing Line Lender”.


 


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The definitions of the following terms set forth in Section 1.1
of the Original Agreement are hereby amended in their entirety to read as
follows:


 


“Borrowing”
means (i) a borrowing of new Loans of a single Type pursuant to Section 2.2
or (ii) a Continuation or Conversion of existing Loans into a single Type (and,
in the case of Eurodollar Loans, with the same Interest Period) pursuant to Section 2.3
or (iii) the acceptance or purchase by Canadian Lenders of Bankers’ Acceptances
issued by either Canadian Borrower under Section 2.12, or (iv) with
respect to Swing Line Loans, a Swing Line Borrowing.


 


“Borrowing
Notice” means a written or telephonic request, or a written confirmation,
made by a Borrower which meets the requirements of Section 2.2, or, with
respect to Swing Line Borrowings, the requirements of Section 2.10A(b).


 


“Canadian Commitment”
means, as to each Canadian Lender, its obligation during a Canadian Allocation
Period to (a) make Canadian Advances to either Canadian Borrower pursuant to
Sections 2.1(c), (b) purchase participations in Canadian LC Obligations
pursuant to Section 2.10(c), and (c) purchase participations in Swing Line
Loans to either Canadian Borrower, in an aggregate principal amount at any one
time outstanding not to exceed such Canadian Lender’s Canadian Allocated
Commitment.


 


“Canadian
Lenders” means, during a Canadian Allocation Period, each signatory hereto
designated as a Canadian Lender and the successors and permitted assigns of
each such party as holder of a Canadian Note, and, as the context requires,
includes the Swing Line Lender.


 


“Canadian
Letter of Credit” means any letter of credit issued by Canadian LC Issuer
hereunder at the application of either Canadian Borrower pursuant to Section 2.10.  For the avoidance of doubt, Canadian Letter
of Credit includes a commercial or documentary letter of credit and a standby
letter of credit.


 


“Canadian
Loans” has the meaning given such term in Section 2.1(c) hereof and
includes, as the context requires, including without limitation for purposes of
Section 2.5(a)(ii) hereof, Swing Line Loans by the Swing Line Lender to
either Canadian Borrower pursuant to Section 2.10A.


 


“Notes”
mean, collectively, the US Notes, the Canadian Notes and the Swing Line Notes.


 


“US
Commitment” means, as to each US Lender, its obligations to (a) make US
Loans to US Borrower pursuant to Section 2.1, (b) purchase participations
in US LC Obligations pursuant to Section 2.10(c), and (c) purchase
participations in Swing Line Loans to US Borrower, in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite
such US Lender’s name on Schedule II, as may be increased from time to
time pursuant to Section 2.1(d), or in the Assignment and Assumption
pursuant to which such US Lender becomes a party hereto, as applicable, as such
amount may be adjusted from time to time in accordance with this Agreement; provided,
during a Canadian Allocation Period, the US Commitment of any US Lender that is
or has a branch or affiliate that is a Canadian Lender shall be reduced by the


 


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Canadian Allocated Commitment of such Canadian Lender.  The US Commitment may be increased from time
to time pursuant to Section 2.1(d) or reduced from time to time pursuant
to Section 2.5(b).


 


“US
Lenders” means each signatory hereto designated as a US Lender, and the
successors and permitted assigns of each such party as holder of a US Note,
and, as the context requires, includes the Swing Line Lender.


 


“US
Letter of Credit” means any letter of credit issued by US LC Issuer
hereunder at the application of US Borrower pursuant to Section 2.10.  For the avoidance of doubt, US Letter of
Credit includes a commercial or documentary letter of credit and a standby
letter of credit.


 


“US
Loans” means loans by US Lenders to US Borrower pursuant to Section 2.1(a),
and, as the context requires, including without limitation for purposes of Section 2.5(a)(i)
hereof, Swing Line Loans by the Swing Line Lender to US Borrower pursuant to Section 2.10A.


 


Section 1.1 of the Original Agreement is hereby
amended by adding the following new defined terms in the proper alphabetical
order therein:


 


“Swing Line” means the revolving credit
facility made available by the Swing Line Lender pursuant to Section 2.10A.


 


“Swing Line Borrowing” means a borrowing of a
Swing Line Loan pursuant to Section 2.10A.


 


“Swing Line Lender” means (i) Bank of America,
N.A.,  in its capacity as provider of
Swing Line Loans to US Borrower, and (ii) Bank of America, N.A., acting through
its Canada Branch, in its capacity as provider of Swing Line Loans to Canadian
Borrowers, or any successor swing line lenders hereunder.


 


“Swing Line Loan” has the meaning specified in Section 2.10A(a).


 


“Swing Line Loan Notice” means a notice of a
Swing Line Borrowing pursuant to Section 2.10A(b), which, if in writing,
shall be substantially in the form of Exhibit B-3.


 


“Swing Line Notes” has the meaning given such
term in Section 2.10A(a).


 


“Swing Line Sublimit” means (i) with respect to
Swing Line Loans to US Borrower, the lesser of (a) $10,000,000 and (b) the US
Commitment, and (ii) with respect to aggregate Swing Line Loans to Canadian
Borrowers, the lesser of (a) $10,000,000 and (b) the Canadian Commitment.  The foregoing Swing Line Sublimits are part
of, and not in addition to, the US Commitment and the Canadian Commitment,
respectively.


 


§ 2.2.                    Optional Prepayments.  Sections 2.8(c) and (d) of the Original
Agreement are hereby redesignated as Sections 2.8(d) and (e), and a new Section 2.8(c)
is hereby added, to read as follows:


 


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(c)                                  Swing
Line Loans.  Any Borrower may, upon
notice to the Swing Line Lender (with a copy to the Administrative Agent or
Canadian Administrative Agent, as appropriate), at any time or from time to
time, voluntarily prepay Swing Line Loans made to it in whole or in part
without premium or penalty (other than any amounts due under Section 3.6
hereof with respect to prepayments of any Eurodollar Loans); provided
that (i) such notice must be received by the Swing Line Lender and the
Administrative Agent or Canadian Administrative Agent not later than 1:00 p.m.
on the date of the prepayment, and (ii) any such prepayment shall be in a
minimum principal amount of $100,000. 
Each such notice shall specify the date and amount of such prepayment.  If such notice is given by any Borrower, such
Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein.


 


§ 2.3.                    Repayment of Swing Line Loans.  Section 2.9(b) of the Original Agreement
is hereby amended in its entirety to read as follows:


 


(b)                                 Swing
Line Loans.  Each Borrower shall
repay each Swing Line Loan made to it on the earlier to occur of (i) (A) with
respect to a Loan other than a Eurodollar Rate Loan, the date fifteen Business
Days after such Loan is made and (B) with respect to a Eurodollar Loan, on the
last day of the Interest Period that is applicable thereto, and (ii) the
Maturity Date.


 


§ 2.4.                    Letters of Credit -
Applicability of ISP and UCP.  Section 2.10(h)
of the Original Agreement is hereby amended in its entirety to read as follows:


 


(h)                                 Applicability
of ISP and UCP. Unless
otherwise expressly agreed by an LC Issuer and a Borrower when a Letter of
Credit is issued (including any such agreement applicable to any Letter of
Credit outstanding under the Existing Agreement as of the Closing Date), (i)
the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the
rules of the Uniform Customs and Practice for Documentary Credits, as most
recently published by the International Chamber of Commerce at the time of
issuance shall apply to each commercial or documentary Letter of Credit.


 


§ 2.5.                    Swing Line Loans.  Article II of the Original Agreement is
hereby amended by adding a new Section 2.10A immediately following Section 2.10
thereof, to read as follows:


 


Section 2.10A.  Swing Line Loans.


 


(a)                                  The Swing Line.  Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees, in reliance upon the agreements of the
other Lenders set forth in this Section 2.10A, to make loans (each such
loan, a “Swing Line Loan”) to either the US Borrower or to either of the
Canadian Borrowers from time to time on any Business Day during the Commitment
Period in an aggregate amount not to exceed at any time outstanding the amount
of the Swing Line Sublimit applicable to it, notwithstanding the fact that such
Swing Line Loans, when aggregated with the Outstanding Amount of other US Loans
and US LC Obligations, or of other Canadian Loans and Canadian Obligations, as
the case may be, of the Lender acting as Swing Line Lender, may exceed the
amount of such Lender’s US Commitment or Canadian Commitment, respectively; provided,
however, that after giving effect to any Swing Line Loan, (i) the US
Total Outstanding


 


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Amount
or Canadian Total Outstanding Amount, as appropriate, shall not exceed the US
Total Committed Amount or Canadian Total Committed Amount, respectively, and
(ii) the Outstanding Amount of US Loans or Canadian Loans by any US Lender or
Canadian Lender, respectively, plus such US Lender’s US Percentage Share
of the Outstanding Amount of US LC Obligations or such Canadian Lender’s
Canadian Percentage Share of the Outstanding Amount of Canadian LC Obligations,
as the case may be, plus such US Lender’s US Percentage Share of the
Outstanding Amount of all Swing Line Loans made to US Borrower or such Canadian
Lender’s Canadian Percentage Share of the Outstanding Amount of all Swing Line
loans made to either Canadian Borrower, as the case may be, shall not exceed
such US Lender’s US Commitment or such Canadian Lender’s Canadian Commitment,
respectively, and provided, further, that the Borrower shall not
use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line
Loan.  The obligation of each Borrower to
repay to the Swing Line Lender Swing Line Loans made by such Swing Line Lender
to such Borrower, together with interest accruing in connection therewith,
shall be evidenced by a single promissory note (herein called the Swing Line Lender’s
“Swing Line Note”) made by each Borrower payable to the order of the
Swing Line Lender in the form of Exhibit A-3 with appropriate insertions.  The amount of principal owing on any Swing
Line Note at any given time shall be the aggregate amount of all Swing
Line Loans theretofore made by the Swing Line Lender to such Borrower
minus all payments of principal theretofore received by the Swing Line Lender
on such Swing Line Note.  Interest on
each Swing Line Note shall accrue and be due and payable as provided herein and
therein.  Each Swing Line Note shall be
due and payable as provided herein and therein, and shall be due and payable in
full on the Maturity Date.  Within the foregoing
limits, and subject to the other terms and conditions hereof, any Borrower may
borrow under this Section 2.10A, prepay under Section 2.8(c), and
reborrow under this Section 2.10A. 
US Borrower may request either Base Rate Loans or Eurodollar Loans with
an Interest Period not exceeding fifteen (15) days.  Either Canadian Borrower may request (i)
Dollar-denominated Canadian US Dollar Base Rate Loans or Eurodollar Loans with
an Interest Period not exceeding fifteen (15) days, or (ii) Canadian
Dollar-denominated Canadian Prime Rate Loans. 
Immediately upon the making of a Swing Line Loan to US Borrower or
either Canadian Borrower, each US Lender or Canadian Lender, as the case may
be, shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Swing Line Lender a risk participation in such Swing Line
Loan in an amount equal to the product of such US Lender’s US Percentage Share,
or such Canadian Lender’s Canadian Percentage Share, as appropriate, times
the amount of such Swing Line Loan.


 


(b)                                 Borrowing
Procedures.  Each Swing Line
Borrowing shall be made upon a Borrower’s irrevocable notice to the Swing Line
Lender and the Administrative Agent or Canadian Administrative Agent, as
applicable, which may be given by telephone. Each such notice must be received
by the Swing Line Lender and the Administrative Agent or Canadian
Administrative Agent not later than 1:00 p.m. on the requested borrowing date
(or, for Eurodollar Loans, not later than 1:00 p.m. on the third Business Day
prior to the requested borrowing date), and shall specify (i) the amount to be
borrowed, which shall be a minimum of $1,000,000 (or, if denominated in
Canadian Dollars, C$1,000,000), (ii) the requested borrowing date, which shall
be a Business Day, (iii) for Eurodollar Loans, the length of the applicable
Interest Period, and (iv) for Swing Line Loans to a Canadian Borrower (1)
whether such Swing Line Loans are 
Dollar-denominated or Canadian


 


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Dollar-denominated,
(2) if Dollar-denominated, whether such Swing Line Loans are Canadian US Dollar
Base Rate Loans or Eurodollar Loans, and (3) if such Loans are Eurodollar
Loans, the information described in clause (iii) above.  Either Canadian Borrower may request
Dollar-denominated or Canadian Dollar-denominated Swing Line Loans.  Each such telephonic notice must be confirmed
promptly by delivery to the Swing Line Lender and the Administrative Agent or
Canadian Administrative Agent, as appropriate, of a written Swing Line Loan
Notice, appropriately completed and signed by a Responsible Officer of such
Borrower.  Promptly after receipt by the
Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line
Lender will confirm with the Administrative Agent or Canadian Administrative
Agent, as appropriate (by telephone or in writing) that the Administrative
Agent or Canadian Administrative Agent has also received such Swing Line Loan
Notice and, if not, the Swing Line Lender will notify the Administrative Agent
or Canadian Administrative Agent, as appropriate (by telephone or in writing)
of the contents thereof.  Unless the
Swing Line Lender has received notice (by telephone or in writing) from the
Administrative Agent or Canadian Administrative Agent (including at the request
of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line
Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan
as a result of the limitations set forth in the proviso to the first sentence
of Section 2.10A(a), or (B) that one or more of the applicable
conditions specified in Article IV is not then satisfied, then,
subject to the terms and conditions hereof, the Swing Line Lender will, not
later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan
Notice, make the amount of its Swing Line Loan available to such Borrower.


 


(c)                                  Refinancing
of Swing Line Loans.


 


(i)                                     The
Swing Line Lender at any time in its sole and absolute discretion may request,
on behalf of any Borrower with any outstanding Swing Line Loans (which hereby
irrevocably authorizes the Swing Line Lender to so request on its behalf), that
each US Lender make a Base Rate Loan (whether originally a Base Rate Loan or
Eurodollar Loan, which, if originally a Eurodollar Loan, shall be deemed to
have been Converted to a Base Rate Loan on such date), or each Canadian Lender
make a Canadian US Dollar Base Rate Loan (whether originally a Canadian US
Dollar Base Rate Loan or Eurodollar Loan, which, if originally a Eurodollar
Loan, shall be deemed to have been Converted to a Base Rate Loan on such date)
or Canadian Prime Rate Loan (if originally made in Canadian Dollars), as
applicable, in an amount equal to such US Lender’s US Percentage Share or such
Canadian Lender’s Canadian Percentage Share, respectively, of the amount of
Swing Line Loans then outstanding.  Such
request shall be made in writing (which written request shall be deemed to be a
Borrowing for purposes hereof) and in accordance with the requirements of Section 2.2,
without regard to the minimum and multiples specified therein for the principal
amount of Base Rate Loans, Canadian US Dollar Base Rate Loans or Canadian Prime
Rate Loans, as the case may be, but subject to the unutilized portion of the US
Commitment or Canadian Commitment, as the case may be, and the conditions set
forth in Section 4.2.  The Swing
Line Lender shall furnish such Borrower with a copy of the applicable Borrowing
Notice promptly after delivering such notice to the Administrative Agent or
Canadian Administrative Agent, as appropriate. 
Each


 


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US
Lender or Canadian Lender, as the case may be, shall make an amount equal to
its respective US Percentage Share or Canadian Percentage Share of the amount
specified in such Borrowing Notice available to the Administrative Agent or
Canadian Administrative Agent, as appropriate, in immediately available funds
for the account of the Swing Line Lender not later than 1:00 p.m. on the day
specified in such Borrowing Notice, whereupon, subject to Section 2.10A(c)(ii),
each Lender that so makes funds available shall be deemed to have made a Base
Rate Loan, Canadian US Dollar Base Rate Loan or Canadian Prime Rate Loan, as
the case may be, to such Borrower in such amount.  The Administrative Agent or Canadian Administrative
Agent shall remit the funds so received to the Swing Line Lender.


 


(ii)                                  If
for any reason any Swing Line Loan cannot be refinanced by such a Borrowing in
accordance with Section 2.10A(c)(i), or pursuant to a Borrowing requested
in accordance with Section 2.2, as the case may be, the request for Loans
submitted by the Swing Line Lender as set forth in Section 2.10A(c)(i)
shall be deemed to be a request by the Swing Line Lender that each of the US
Lenders or Canadian Lenders, as the case may be, fund its risk participation in
the relevant Swing Line Loan and each such Lender’s payment to the
Administrative Agent or Canadian Administrative Agent, as appropriate, for the
account of the Swing Line Lender pursuant to Section 2.10A(c)(i) shall be
deemed payment in respect of such participation.


 


(iii)                               If
any Lender fails to make available to the Administrative Agent or Canadian
Administrative Agent for the account of the Swing Line Lender any amount
required to be paid by such Lender pursuant to the foregoing provisions of this
Section 2.10A(c) by the time specified in Section 2.10A(c)(i), the
Swing Line Lender shall be entitled to recover from such Lender (acting through
the Administrative Agent or Canadian Administrative Agent), on demand, such
amount with interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available to the
Swing Line Lender at a rate per annum equal to the greater of the Federal Funds
Rate (or, as to Canadian Dollar-denominated Swing Line Loans, the “Bank Rate”
as set by the Bank of Canada, as quoted on Reuters page BOCFAD) and a rate
determined by the Swing Line Lender in accordance with banking industry rules
on interbank compensation.  A certificate
of the Swing Line Lender submitted to any Lender (through the Administrative
Agent or Canadian Administrative Agent) with respect to any amounts owing under
this clause (iii) shall be conclusive absent manifest error.


 


(iv)                              Each
Lender’s obligation to make Loans or to purchase and fund risk participations
in Swing Line Loans pursuant to this Section 2.10A shall be absolute and
unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may
have against the Swing Line Lender, any Borrower or any other Person for any
reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any
other occurrence, event or condition, whether or not similar to any of the
foregoing; provided, however, that each Lender’s obligation to
make Loans


 


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pursuant
to this Section 2.10A(c) is subject to the conditions set forth in Section 4.2.  No such funding of risk participations shall
relieve or otherwise impair the obligation of any Borrower to repay Swing Line
Loans made to it, together with interest as provided herein.


 


(d)                                 Repayment
of Participations.  


 


(i)                                     At
any time after any Lender has purchased and funded a risk participation in a
Swing Line Loan, if the Swing Line Lender receives any payment on account of
such Swing Line Loan, the Swing Line Lender will distribute to such Lender its
US Percentage Share or Canadian Percentage Share, as the case may be, of such
payment (appropriately adjusted, in the case of interest payments, to reflect
the period of time during which such Lender’s risk participation was funded) in
the same funds as those received by the Swing Line Lender.


 


(ii)                                  If
any payment received by the Swing Line Lender in respect of principal or
interest on any Swing Line Loan is required to be returned by the Swing Line
Lender under any of the circumstances described in Section 10.05
(including pursuant to any settlement entered into by the Swing Line Lender in
its discretion), each Lender shall pay to the Swing Line Lender its appropriate
US Percentage Share or Canadian Percentage Share thereof on demand of the
Administrative Agent or Canadian Administrative Agent, plus interest thereon
from the date of such demand to the date such amount is returned, at a rate per
annum equal to the Federal Funds Rate (or, as to Canadian Dollar-denominated
Swing Line Loans, the “Bank Rate” as set by the Bank of Canada, as quoted on
Reuters page BOCFAD.  The Administrative
Agent or Canadian Administrative Agent, as appropriate, will make such demand
upon the request of the Swing Line Lender. 
The obligations of the Lenders under this clause shall survive the
payment in full of the Obligations and the termination of this Agreement.


 


(e)                                  Interest
for Account of Swing Line Lender. 
The Swing Line Lender shall be responsible for invoicing each Borrower
for interest on the Swing Line Loans made to it.  Until each Lender funds its Base Rate Loan or
risk participation pursuant to this Section 2.10A to refinance such US
Lender’s US Percentage Share or such Canadian Lender’s Canadian Percentage
Share, as appropriate, of any Swing Line Loan, interest in respect of such US
Percentage Share or Canadian Percentage Share shall be solely for the account
of the Swing Line Lender.


 


(f)                                    Payments
Directly to Swing Line Lender.  Each
Borrower shall make all payments of principal and interest in respect of the
Swing Line Loans made to it directly to the Swing Line Lender.


 


§ 2.7.                    Clawback
Provision  Section 3.1 of the
Original Agreement is hereby amended by adding a new subsection (d)
at  the end thereof, to read as follows:


 


(d)                                 Unless
the Administrative Agent or Canadian Administrative Agent shall have received
notice from the relevant Borrower prior to the date on which any payment is due
to the Administrative Agent or Canadian Administrative Agent, as the case may


 


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be,
for the account of the Lenders or any LC Issuer hereunder that such Borrower
will not make such payment, the Administrative Agent or Canadian Administrative
Agent, as the case may be, may assume that such Borrower has made such payment
on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the appropriate Lenders or the L/C Issuer, as the case may be,
the amount due.  In such event, if such
Borrower has not in fact made such payment, then each of such Lenders or the
L/C Issuer, as the case may be, severally agrees to repay to the Administrative
Agent or Canadian Administrative Agent, as appropriate, forthwith on demand the
amount so distributed to such Lender or the L/C Issuer, in immediately
available funds with interest thereon, for each day from and including the date
such amount is distributed to it to but excluding the date of payment to the
Administrative Agent or Canadian Administrative Agent, at the greater of the
Federal Funds Rate (or, as to Canadian Dollar-denominated amounts, the “Bank
Rate” as set by the Bank of Canada, as quoted on Reuters page BOCFAD) and a
rate determined by the Administrative Agent or Canadian Administrative Agent,
as appropriate, in accordance with banking industry rules on interbank
compensation.  A notice of the
Administrative Agent or Canadian Administrative Agent to any Lender with respect
to any amount owing under this subsection (d) shall be conclusive, absent
manifest error.


 


§ 2.8.                    Resignation
as Swing Line Lender.  The second
paragraph of Section 9.6 of the Original Agreement is hereby amended in
its entirety to read as follows:


 


Any
resignation by Bank of America or Bank of America, N.A., acting through its
Canada Branch, as an Agent pursuant to this Section shall also constitute
its resignation as LC Issuer and Swing Line Lender.  Upon the acceptance of a successor’s
appointment as Agent hereunder, (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring LC
Issuer and Swing Line Lender, (b) the retiring LC Issuer and Swing Line Lender
shall be discharged from all of their respective duties and obligations hereunder
or under the other Loan Documents, and (c) the successor LC Issuer shall issue
letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangement
satisfactory to the retiring LC Issuer to effectively assume the obligations of
the retiring LC Issuer with respect to such Letters of Credit.


 


§ 2.9.                    Amendments.  Subclauses (ii) and (iii) of the proviso set
forth at the end of Section 10.1(a) of the Original Agreement are hereby
redesignated as subclauses (iii) and (iv), and a new subclause (ii) is hereby
added, to read as follows:


 


(ii)
no amendment, waiver or consent shall, unless in writing and signed by the
Swing Line Lender in addition to the Lenders required above, affect the rights
or duties of the Swing Line Lender under this Agreement;


 


§ 2.10.              Assignments.  The reference to “participations in LC
Obligations” set forth in the parenthetical in Section 10.5(b) of the
Original Agreement is hereby amended to refer instead to “participations in LC
Obligations and Swing Line Loans”.


 


Section 10.5(b)(ii)
of the Original Agreement are hereby amended by adding the following exception
at the end thereof immediately prior to “;”, to read as follows:


 


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,
except that this clause (ii) shall not apply to rights of the Swing Line Lender
in respect of Swing Line Loans


 


The
reference to “relevant Agent and LC Issuer” in Section 10.5(b)(iii) is
hereby amended to refer instead to “relevant Agent, LC Issuer and Swing Line
Lender”


 


The
reference to “participations in LC Obligations” in the second parenthetical in Section 10.5(d)
of the Original Agreement is hereby amended to refer instead to “participations
in LC Obligations and/or Swing Line Loans”.


 


Section 10.5(h) of the Original Agreement is
hereby amended in its entirety, to read as follows:


 


(h)                                 Resignation
as LC Issuer or Swing Line Lender after Assignment.  Notwithstanding anything to the contrary
contained herein, if at any time Bank of America assigns all of its Commitments
and Loans pursuant to subsection (b) above, Bank of America and Bank of
America, N.A., acting through its Canada Branch, may, (i) upon 30 days’ notice
to Borrowers and the Lenders, resign as an LC Issuer and/or (ii) upon 30 days’
notice to Borrowers, resign as Swing Line Lender.  In the event of any such resignation as LC
Issuer or Swing Line Lender, the Borrowers shall be entitled to appoint from
among the Lenders successor LC Issuers or successor Swing Line Lender
hereunder; provided, however, that no failure by Borrowers to
appoint any such successor shall affect the resignation of Bank of America and
Bank of America, N.A., acting through its Canada Branch, as an LC Issuer or
Swing Line Lender, as the case may be. 
If Bank of America or Bank of America, N.A., acting through its Canada
Branch, resigns as an LC Issuer, it shall retain all the rights and obligations
of the LC Issuer hereunder with respect to all Letters of Credit outstanding as
of the effective date of its resignation as an LC Issuer and all LC Obligations
with respect thereto (including the right to require the Lenders to make Base
Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.10(c)).  If Bank of America resigns as Swing Line
Lender, it shall retain all the rights of the Swing Line Lender provided for
hereunder with respect to Swing Line Loans made by it and outstanding as of the
effective date of such resignation, including the right to require the Lenders
to make Base Rate Loans or fund risk participations in outstanding Swing Line
Loans pursuant to Section 2.10A(c). 
Upon the appointment of a successor L/C Issuer and/or Swing Line Lender,
(a) such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring LC Issuer or Swing Line Lender,
as the case may be, and (b) the successor LC Issuer shall issue letters of
credit in substitution for the Letters of Credit, if any, outstanding at the
time of such succession or make other arrangements satisfactory to Bank of
America to effectively assume the obligations of Bank of America with respect
to such Letters of Credit.


 


§ 2.11.              Exhibits.  The Original Agreement is hereby amended by
adding new Exhibits A-3 and B-3, to read as set forth on Exhibits A-3 and B-3
attached hereto.


 


ARTICLE III.
— Conditions of Effectiveness


 


§ 3.1.                    Effective Date.  This Amendment shall become effective as of
the date first written above, when and only when


 


10





















 


(i) 
Administrative Agent shall have received, at Administrative Agent’s
office a counterpart of this Amendment executed and delivered by US Borrower,
Canadian Borrowers and Majority Lenders;


 


(ii) 
Administrative Agent shall have additionally received all of the
following documents, each document (unless otherwise indicated) being dated the
date of receipt thereof by Administrative Agent, duly authorized, executed and
delivered, and in form and substance satisfactory to Administrative Agent:


 


The Swing
Line Notes and such supporting documents as Administrative Agent may reasonably
request.


 


ARTICLE IV. — Representations and Warranties


 


§ 4.1.                    Representations and Warranties
of Borrowers.  In order to induce
Administrative Agent and Lenders to enter into this Amendment, US Borrower and,
with respect to itself and its Subsidiaries, the Canadian Borrowers, represent
and warrant to Administrative Agent and each Lender that:


 


(a)                                  The
representations and warranties contained in Article V of the Original Agreement
are true and correct at and as of the time of the effectiveness hereof, except
to the extent that such representation and warranty was made as of a specific
date or updated, modified or supplemented as of a subsequent date with the
consent of Majority Lenders, then in each case such other date.


 


(b)                                 Each
Restricted Person is duly authorized to execute and deliver this Amendment, to
the extent a party thereto, and US Borrower and each Canadian Borrower is and
will continue to be duly authorized to borrow and perform its obligations under
the Credit Agreement.  Each Restricted
Person a party hereto has duly taken all action necessary to authorize the
execution and delivery of this Amendment and to authorize the performance of
its obligations hereunder.


 


(c)                                  The
execution and delivery by each Restricted Person of this Amendment, to the
extent a party hereto, the performance by it of its obligations hereunder, and
the consummation of the transactions contemplated hereby, do not and will not
(i) violate any provision of any Law applicable to it or of the organizational
documents of such Restricted Person, or of any judgment, order or material
license or permit applicable to or binding upon any Restricted Person, (ii)
result in the acceleration of any Indebtedness owed by it, or (iii) result in
the creation of any consensual Lien upon any of its material assets or
properties of any Restricted Person, except Permitted Liens, or , without
duplication, as expressly contemplated in, or permitted by, the Loan Documents.  Except for those which have been duly
obtained, or, without duplication, as are expressly contemplated in , or
permitted by the Loan Documents, disclosed in the Disclosure Schedule or
disclosed pursuant to Section 6.4 of the Credit Agreement, no consent,
approval, authorization or order of any Governmental Authority is required on
the part of any Restricted person a party thereto pursuant to the provisions of
any material Law applicable to it as a condition to its execution and delivery
by each Restricted Person of this Amendment and the performance of its
obligations hereunder, to the extent a party hereto, or to consummate the
transactions contemplated hereby.


 


11





















 


(d)                                 When
duly executed and delivered, this Amendment and each of the Loan Documents, as
amended hereby, will be a legal and binding instrument and agreement of each
Restricted Person to the extent a party hereto, enforceable in accordance with
its terms, (subject, as to enforcement of remedies, to applicable bankruptcy,
insolvency and similar laws applicable to creditors’ rights generally and
general principles of equity).


 


ARTICLE V. — Miscellaneous


 


§ 5.1.                    Ratification of Agreements.  The Original Agreement, as hereby amended, is
hereby ratified and confirmed in all respects. 
The Loan Documents, as they may be amended or affected by this
Amendment, are hereby ratified and confirmed in all respects by US Borrower and
each Canadian Borrower.  Any reference to
the Credit Agreement in any Loan Document shall be deemed to refer to this
Amendment also.   The execution, delivery
and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of Administrative
Agent or any Lender under the Credit Agreement or any other Loan Document nor
constitute a waiver of any provision of the Credit Agreement or any other Loan
Document.


 


§ 5.2.                    Ratification of Security
Documents.  Borrowers, Administrative
Agent, Canadian Administrative Agent and Lenders each acknowledges and agrees
that any and all Obligations, including all Swing Line Loans, are guarantied by
the respective Guarantors.


 


§ 5.3.                    Survival of Agreements.  All representations, warranties, covenants
and agreements of each Restricted Person a party hereto shall survive the
execution and delivery of this Amendment and the performance hereof, including
without limitation the making or granting of each Loan, and shall further
survive until all of the Obligations under the Credit Agreement are paid in
full.  All statements and agreements
contained in any certificate or instrument delivered by any Restricted Person
hereunder or under the Credit Agreement to Administrative Agent or any Lender
shall be deemed to constitute representations and warranties by, or agreements
and covenants of, Borrower and each Canadian Borrower under this Amendment and
under the Credit Agreement.


 


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


 


§ 5.5.                  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE LAWS OF
THE UNITED STATES OF AMERICA IN ALL RESPECTS, INCLUDING CONSTRUCTION, VALIDITY
AND PERFORMANCE.


 


§ 5.6.                    Counterparts.  This Amendment may be separately executed in
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed shall be deemed to constitute one and the same
Amendment.  Delivery of an executed
signature page by facsimile transmission shall be effective as delivery of a
manual executed counterpart.


 


12





















 


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


 


	
  US
  BORROWER:

  	
  PLAINS ALL
  AMERICAN PIPELINE, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS AAP,
  L.P.,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS ALL
  AMERICAN GP LLC,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
  Al Swanson, Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CANADIAN
  BORROWERS:

  	
  PMC (NOVA
  SCOTIA) COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
  Al Swanson, Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PLAINS MARKETING
  CANADA, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PMC (Nova
  Scotia) Company,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
  Al Swanson, Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  
	
  GUARANTOR:

  	
  PLAINS ALL
  AMERICAN PIPELINE, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS AAP,
  L.P.,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS ALL
  AMERICAN GP LLC,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
  Al Swanson, Vice
  President and Treasurer

  



 


S-1





















 


	
   

  	
  BANK OF AMERICA,
  N.A.,

  
	
   

  	
  Administrative
  Agent, LC Issuer, Swing Line

  
	
   

  	
  Lender and a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Michael J. Brochetti

  
	
   

  	
   

  	
  Name: Michael J.
  Brochetti

  
	
   

  	
   

  	
  Title:   Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA,
  N.A.,

  
	
   

  	
  acting through
  its Canada Branch,

  
	
   

  	
  as Canadian
  Administrative Agent, Canadian LC

  
	
   

  	
  Issuer and a
  Canadian Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Medina Sales de Andrade

  
	
   

  	
   

  	
  Name: Medina
  Sales de Andrade

  
	
   

  	
   

  	
  Title:   Assistant Vice-President

  
				



 


S-2





















 


	
   

  	
  WACHOVIA BANK,
  NATIONAL

  
	
   

  	
  ASSOCIATION,

  
	
   

  	
  Co-Syndication
  Agent and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ David E. Humphreys

  
	
   

  	
   

  	
  Name: David E. Humphreys

  
	
   

  	
   

  	
  Title:  
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Lender’s Signatures Omitted]

  



 


S-3





















 


CONSENT AND AGREEMENT


 


Each of the undersigned Guarantors hereby consents
to the provisions of this Amendment and the execution and delivery of the Swing
Line Notes, and the transactions contemplated herein and therein and hereby and
thereby (i) acknowledges and agrees that any and all indebtedness,
liabilities or obligations arising under or in connection with the Swing Line
Notes are Obligations and are guarantied indebtedness under such Guarantor’s
Guaranty, (ii) ratifies and confirms its Guaranty made by it for the
benefit of Administrative Agent and Lenders, and (iii) expressly
acknowledges and agrees that such Guarantor guarantees all indebtedness,
liabilities and obligations arising under or in connection with the Swing Line
Notes pursuant to the terms of such Guaranty, and agrees that its obligations
and covenants thereunder are unimpaired hereby and shall remain in full force
and effect.


 


	
   

  	
  PLAINS ALL
  AMERICAN PIPELINE, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS AAP,
  L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS ALL
  AMERICAN GP LLC,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
  Al Swanson, Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PLAINS
  MARKETING, L.P.

  
	
   

  	
  PLAINS PIPELINE,
  L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS MARKETING
  GP INC.,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
  Al Swanson, Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  PAA FINANCE
  CORP.

  
	
   

  	
  PLAINS MARKETING
  GP INC.

  
	
   

  	
  PMC (NOVA
  SCOTIA) COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
  Al Swanson, Vice President and Treasurer

  



S-23





















 


	
   

  	
  PLAINS MARKETING
  CANADA LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  MARKETING, L.P.,

  
	
   

  	
   

  	
  its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS MARKETING
  GP INC.,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Al Swanson

  	
   

  
	
   

  	
   

  	
  Al Swanson, Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  PLAINS MARKETING
  CANADA, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PMC (NOVA
  SCOTIA) COMPANY,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
  Al Swanson, Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BASIN PIPELINE
  HOLDINGS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Basin Holdings
  GP LLC,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Plains Pipeline,
  L.P.,

  
	
   

  	
   

  	
  its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Plains Marketing
  GP Inc.,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
  Al Swanson, Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RANCHO PIPELINE
  HOLDINGS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Rancho Holdings
  GP LLC,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Plains Pipeline,
  L.P.,

  
	
   

  	
   

  	
  its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Plains Marketing
  GP Inc.,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
  Al Swanson, Vice
  President and Treasurer

  



S-24





















 


	
   

  	
  BASIN HOLDINGS
  GP LLC

  
	
   

  	
  RANCHO HOLDINGS
  GP LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Plains Pipeline,
  L.P.,

  
	
   

  	
   

  	
  its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Plains Marketing
  GP Inc.,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
  Al Swanson, Vice
  President and Treasurer

  



S-25