ITEM 1.01
Entry into a Material Definitive Agreement
Amendment to Senior Unsecured Revolving Credit Agreement
On August 11, 2016, Plains All American Pipeline, L.P. (the Partnership), entered into that certain Third Amendment to Credit Agreement (the Revolving Credit Facility Amendment) amending the terms of its Credit Agreement dated as of August 19, 2011 among the Partnership and Plains Midstream Canada ULC (PMC), as Borrowers; Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer; Wells Fargo Bank, National Association, as an L/C Issuer; and the other Lenders party thereto (as amended, the Revolving Credit Agreement). Pursuant to the Revolving Credit Facility Amendment, among other things, the Maturity Date of the Revolving Credit Agreement with respect to each extending lender has been extended from August 16, 2020 to August 16, 2021. The Maturity Date of the Revolving Credit Agreement with respect to each non-extending lender remains August 16, 2020. The non-extending lenders represent commitments of $140,000,000 in the aggregate (out of total commitments of $1.6 billion from all Lenders in the aggregate). Terms used in this paragraph but not defined herein have the meanings assigned to them in the Revolving Credit Agreement.
Amendment to 364-Day Credit Agreement
On August 11, 2016, the Partnership entered into that certain Second Amendment to 364-Day Credit Agreement (the 364-Day Amendment) amending the terms of its 364-Day Credit Agreement dated as of January 16, 2015 (as amended, the 364-Day Credit Agreement), among the Partnership, as Borrower; Bank of America, N.A., as Administrative Agent; 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; the other Lenders party thereto; and Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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. Pursuant to the 364-Day Amendment, among other things, the Maturity Date of the 364-Day Credit Agreement has been extended to August 10, 2017. The borrowing capacity under the 364-Day Credit Agreement will continue to be $1 billion. Terms used in this paragraph but not defined herein have the meanings assigned to them in the 364-Day Credit Agreement.
Amendment to
Hedged Inventory Credit Agreement
On August 11, 2016, Plains Marketing, L.P. (PMLP), a wholly-owned subsidiary of the Partnership, entered into that certain Third Amendment to Third Amended and Restated Credit Agreement (the Hedged Inventory Facility Amendment and together with the Revolving Credit Facility Amendment and the 364-Day Amendment, the Amendments) amending the terms of its Third Amended and Restated Credit Agreement dated as of August 19, 2011 among PMLP and PMC, as Borrowers; the Partnership, as Guarantor; Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer; Wells Fargo Bank, National Association, as an L/C Issuer; and the other Lenders party thereto (as amended, the Hedged Inventory Facility). Pursuant to the Hedged Inventory Facility Amendment, among other things, the Maturity Date of the Hedged Inventory Facility with respect to each extending lender has been extended from August 16, 2018 to August 16, 2019. The Maturity Date of the Hedged Inventory Facility with respect to each non-extending lender remains August 16, 2018. The non-extending lenders represent commitments of $126,250,000 in the aggregate (out of total commitments of $1.4 billion from all Lenders in the aggregate). Terms used in this paragraph but not defined herein have the meanings assigned to them in the Hedged Inventory Facility.
The above descriptions of the Amendments are qualified in their entirety by the terms of the Revolving Credit Facility Amendment, the 364-Day Amendment and the Hedged Inventory Facility Amendment, as applicable, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.