Exhibit 10.1

 

EXECUTION COPY

 


 



 

FIRST AMENDMENT TO 364-DAY CREDIT AGREEMENT

 

Dated as of August 14, 2015

 

among

 

PLAINS ALL AMERICAN PIPELINE, L.P.,

 

as Borrower,

 

BANK OF AMERICA, N.A.,

 

as Administrative Agent,

 

and

 

CITIBANK, N.A., JPMORGAN CHASE BANK, N.A.

and WELLS FARGO BANK, NATIONAL ASSOCIATION,
  as Co-Syndication Agents,

 

DNB BANK ASA, NEW YORK BRANCH and MIZUHO BANK, LTD.,
  as Co-Documentation Agents,

 

and

 

The Other Lenders Party Hereto

 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

and

CITIGROUP GLOBAL MARKETS INC., DNB MARKETS, INC.,

J.P. MORGAN SECURITIES LLC, MIZUHO BANK, LTD. and

WELLS FARGO SECURITIES, LLC,

as

Joint Lead Arrangers and Joint Bookrunners

 

Senior Unsecured 364- Day Revolving Credit Facility

 


 



 











 

FIRST AMENDMENT TO 364-DAY CREDIT AGREEMENT

 

THIS FIRST AMENDMENT TO 364-DAY CREDIT AGREEMENT (this “Amendment”) dated as of the 14th day of August, 2015, is by and among PLAINS ALL AMERICAN PIPELINE, L.P. (the “Borrower”), BANK OF AMERICA, N.A., as Administrative Agent, and the Lenders party hereto.

 

W I T N E S S E T H:

 

WHEREAS, Borrower, Administrative Agent and Lenders entered into that certain 364-Day Credit Agreement dated as of January 16, 2015 (the “Original Agreement”) for the purposes and consideration therein expressed; and

 

WHEREAS, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Lead Arranger”), has, at the Borrower’s request, syndicated and arranged for an extension of the maturity date set forth in the Original Agreement, and pursuant thereto, the Borrowers, Administrative Agent and the Lenders party hereto desire to amend the Original Agreement for the purposes described herein;

 

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

 

ARTICLE I. — Definitions and References

 

§ 1.1.                  Terms Defined in the Original Agreement.  Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the 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 Effective Date” has the meaning specified in § 3.1 of this Amendment.

 

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

 

ARTICLE II. — Amendments

 

§ 2.1.                  Definitions.

 

(a)                                 Maturity Date.  The definition of “Maturity Date” set forth in Section 1.01 of the Original Agreement is hereby amended in its entirety to read as follows:

 

“Maturity Date” means August 12, 2016.

 

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ARTICLE III. — Conditions of Effectiveness

 

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

 

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

 

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

 

(ii)                                  such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which Borrower is a party delivered pursuant to this §3.1;

 

(iii)                               such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are duly organized or formed, and that Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;

 

(iv)                              favorable opinions of (A) Richard McGee, Esq., General Counsel for Borrower and (B) Norton Rose Fulbright US LLP, special Texas and New York counsel to the Borrower, addressed to the Administrative Agent and each Lender;

 

(v)                                 a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Section 4.02(a) and (b) of the Credit Agreement have been satisfied and (B) that there has been no event or circumstance since December 31, 2014 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and

 

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

 

(b)                                 All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower and the validity against Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.

 

(c)                                  There shall not have occurred during the period from December 31, 2014 through and including the Amendment Effective Date any event or condition that has had or could

 

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reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or disputes pending or, to the knowledge of Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

 

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

 

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

 

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

 

ARTICLE IV. — Representations and Warranties

 

§ 4.1.                  Representations and Warranties of Borrower.  In order to induce Administrative Agent and Lenders to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that:

 

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

 

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

 

ARTICLE V. — Miscellaneous

 

§ 5.1.                  Ratification of Agreements.  The Original Agreement, as hereby amended, is hereby ratified and confirmed in all respects.  The Loan Documents, as they may be amended or affected by this Amendment, are hereby ratified and confirmed in all respects by Borrower.  Any reference to the Original Agreement in any Loan Document shall be deemed to refer to the Credit Agreement.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of 

 

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

 

§ 5.3.                  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

 

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

 

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

 

[Remainder of page intentionally left blank]

 

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

 

	
 
    	
PLAINS   ALL AMERICAN PIPELINE, L.P.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
PAA   GP LLC, its general partner
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
PLAINS   AAP, L.P., its sole member
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
PLAINS   ALL AMERICAN GP LLC,
    
	
 
    	
 
    	
its   general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Sharon S. Spurlin
    
	
 
    	
 
    	
Name:   Sharon S. Spurlin
    
	
 
    	
 
    	
Title:   Vice President and Treasurer
    


 

PAA 364-Day 1st Amendment

 

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BANK OF AMERICA, N.A.,
    
	
 
    	
as Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Rosanne Parsill
    
	
 
    	
Name:
    	
Rosanne Parsill
    
	
 
    	
Title:
    	
Vice President
    


 

PAA 364-Day 1st Amendment

 

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BANK OF AMERICA, N.A.,   as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Adam H. Fey
    
	
 
    	
Name:
    	
Adam H. Fey
    
	
 
    	
Title:
    	
Director
    


 

PAA 364-Day 1st Amendment

 

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JPMORGAN CHASE BANK, N.A.,
    
	
 
    	
as Co-Syndication Agent   and a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Stephanie Balette
    
	
 
    	
Name:
    	
Stephanie Balette
    
	
 
    	
Title:
    	
Authorized signer
    


 

PAA 364-Day 1st Amendment

 

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DNB BANK ASA, NEW YORK BRANCH,
    
	
 
    	
as Co-Documentation   Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Caroline Adams
    
	
 
    	
Name:
    	
Caroline Adams
    
	
 
    	
Title:
    	
First Vice President
    


 

 

	
 
    	
By: 
    	
/s/ Colleen Durkin
    
	
 
    	
Name:
    	
Colleen Durkin
    
	
 
    	
Title:
    	
Senior Vice President
    


 

 

	
 
    	
DNB CAPITAL LLC,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Caroline Adams
    
	
 
    	
Name:
    	
Caroline Adams
    
	
 
    	
Title:
    	
First Vice President
    


 

 

	
 
    	
By: 
    	
/s/ Colleen Durkin
    
	
 
    	
Name:
    	
Colleen Durkin
    
	
 
    	
Title:
    	
Senior Vice President
    


 

PAA 364-Day 1st Amendment

 

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WELLS FARGO BANK, NATIONAL   ASSOCIATION,
    
	
 
    	
as Co-Syndication Agent   and a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Michael A. Tribolet
    
	
 
    	
Name:
    	
Michael A. Tribolet
    
	
 
    	
Title:
    	
Managing Director
    


 

PAA 364-Day 1st Amendment

 

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CITIBANK, N.A.,
    
	
 
    	
as Co-Syndication Agent   and a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Maureen P. Maroney
    
	
 
    	
Name:
    	
Maureen P. Maroney
    
	
 
    	
Title:
    	
Vice President
    


 

PAA 364-Day 1st Amendment

 

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MIZUHO BANK, LTD.,
    
	
 
    	
as Co-Documentation   Agent and a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Raymond Ventura
    
	
 
    	
Name:
    	
Raymond Ventura
    
	
 
    	
Title:
    	
Deputy General Manager
    


 

PAA 364-Day 1st Amendment

 

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BRANCH BANKING AND TRUST   COMPANY,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jamie Grunsky
    
	
 
    	
Name:
    	
Jamie Grunsky
    
	
 
    	
Title:
    	
Banking Officer
    


 

PAA 364-Day 1st Amendment

 

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DEUTSCHE BANK AG NEW YORK   BRANCH,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Virgina Cosenza
    
	
 
    	
Name:
    	
Virginia Cosenza
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Yvonne Tilden
    
	
 
    	
Name:
    	
Yvonne Tilden
    
	
 
    	
Title:
    	
Director
    


 

 PAA 364-Day 1st Amendment

 

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


 

 PAA 364-Day 1st Amendment

 

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BARCLAYS BANK PLC,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Vanessa Kurbatskiy
    
	
 
    	
Name:
    	
Vanessa Kurbatskiy
    
	
 
    	
Title:
    	
Vice President
    


 

 PAA 364-Day 1st Amendment

 

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COMPASS BANK,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Les Werme
    
	
 
    	
Name:
    	
Les Werme
    
	
 
    	
Title:
    	
Director
    


 

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BNP PARIBAS,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Mark Renaud
    
	
 
    	
Name:
    	
Mark Renaud
    
	
 
    	
Title:
    	
Managing Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Reginald Crichlow
    
	
 
    	
Name:
    	
Reginald Crichlow
    
	
 
    	
Title:
    	
Vice President
    


 

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CANADIAN IMPERIAL BANK OF   COMMERCE, NEW YORK BRANCH,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Richard Antl
    
	
 
    	
Name: 
    	
Richard Antl
    
	
 
    	
Title: 
    	
Authorized Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ William M. Reid
    
	
 
    	
Name: 
    	
William M. Reid
    
	
 
    	
Title: 
    	
Authorized Signatory
    


 

PAA 364-Day 1st Amendment

 

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


 

PAA 364-Day 1st Amendment

 

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SUMITOMO MITSUI BANKING   CORPORATION,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ James D. Weinstein
    
	
 
    	
Name: 
    	
James D. Weinstein
    
	
 
    	
Title: 
    	
Managing Director
    


 

PAA 364-Day 1st Amendment

 

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SUNTRUST BANK,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Chulley Bogle
    
	
 
    	
Name: 
    	
Chulley Bogle
    
	
 
    	
Title: 
    	
Vice President
    


 

PAA 364-Day 1st Amendment

 

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


 

PAA 364-Day 1st Amendment

 

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THE BANK OF TOKYO-MITSUBISHI   UFJ, LTD.,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Mark Oberreuter
    
	
 
    	
Name: 
    	
Mark Oberreuter
    
	
 
    	
Title: 
    	
Vice President
    


 

PAA 364-Day 1st Amendment

 

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UBS AG, STAMFORD BRANCH,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ James Morgan
    
	
 
    	
Name: 
    	
James Morgan
    
	
 
    	
Title: 
    	
Executive Director
    
	
 
    	
 
    	
Regional Functional   Head
    
	
 
    	
 
    	
Banking Product   Services US
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Darlene Arias
    
	
 
    	
Name: 
    	
Darlene Arias
    
	
 
    	
Title: 
    	
Director
    


 

PAA 364-Day 1st Amendment

 

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BMO HARRIS BANK N.A.,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Gumaro Tijerina
    
	
 
    	
Name: 
    	
Gumaro Tijerina
    
	
 
    	
Title: 
    	
Managing Director
    


 

PAA 364-Day 1st Amendment

 

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ING CAPITAL LLC,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Subha Pasumarti
    
	
 
    	
Name: 
    	
Subha Pasumarti
    
	
 
    	
Title: 
    	
Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Hans Beekmans
    
	
 
    	
Name: 
    	
Hans Beekmans
    
	
 
    	
Title: 
    	
Director
    


 

PAA 364-Day 1st Amendment

 

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REGIONS BANK,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ David Valentine
    
	
 
    	
Name: 
    	
David Valentine
    
	
 
    	
Title: 
    	
Senior Vice President
    


 

PAA 364-Day 1st Amendment

 

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SOCIÉTÉ GÉNÉRALE,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Michiel van der   Voort
    
	
 
    	
Name: 
    	
Michiel van der Voort
    
	
 
    	
Title: 
    	
Managing Director
    


 

PAA 364-Day 1st Amendment

 

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U.S. BANK NATIONAL ASSOCIATION,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Patrick Jeffrey
    
	
 
    	
Name: 
    	
Patrick Jeffrey
    
	
 
    	
Title: 
    	
Vice President
    


 

PAA 364-Day 1st Amendment

 

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PNC BANK, NATIONAL ASSOCIATION,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Denise He
    
	
 
    	
Name: 
    	
Denise He
    
	
 
    	
Title: 
    	
Assistant Vice   President
    


 

PAA 364-Day 1st Amendment

 

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