Exhibit 1.1
PLAINS ALL AMERICAN PIPELINE, L.P.
PAA FINANCE CORP.
$1,000,000,000 3.550% Senior Notes due 2029
UNDERWRITING AGREEMENT
September 9, 2019
Citigroup Global Markets Inc.
Mizuho Securities USA LLC
MUFG Securities Americas Inc.
Scotia Capital (USA) Inc.
As Representatives of the several Underwriters
c/o
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
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”),
propose to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”),
for whom Citigroup Global Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and Scotia Capital (USA) Inc.
are acting as the representatives (the “Representatives”), $1,000,000,000 aggregate principal amount
of 3.550% Senior Notes due 2029 (the “Notes”). The Notes are to be issued under an indenture dated as
of September 25, 2002 (the “Base Indenture”), among the Issuers and U.S. Bank National Association,
as successor trustee (the “Trustee”), as supplemented by the Thirty-First Supplemental Indenture to
be dated as of September 16, 2019, among the Issuers and the Trustee (the “Supplemental Indenture” and,
together with the Base Indenture, the “Indenture”).
PAA GP LLC, a Delaware
limited liability company (the “General Partner”), is the general partner of the Partnership. Plains
AAP, L.P., a Delaware limited partnership (“Plains AAP”), owns a 100% membership interest in the General
Partner. Plains All American GP LLC, a Delaware limited liability company (“GP LLC”), is the general
partner of Plains AAP. Plains GP Holdings, L.P., a Delaware limited partnership (“PAGP”), owns a 100%
membership interest in GP LLC. PAA GP Holdings LLC, a Delaware limited liability company (“PAGP GP” and,
collectively with the General Partner, Plains AAP, GP LLC and PAGP, the “GP Entities”), is the general
partner of PAGP.
The subsidiaries of
the Partnership listed on Schedule III attached hereto are referred to herein as the “Material Subsidiaries,”
and the Material Subsidiaries listed on Schedule IV attached hereto are referred to herein as the “Domestic
Subsidiaries.”
This is to confirm
the agreement among the Issuers and the Underwriters concerning the several purchases of the Notes by the Underwriters.
1. Representations
and Warranties of the Issuers. The Issuers, jointly and severally, represent and warrant to the Underwriters that:
(a) Registration.
A registration statement on Form S-3 relating to the Notes (File No. 333-227358) (i) has been prepared by the Issuers in conformity
with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules
and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”)
thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) is effective under the Securities Act.
Copies of such registration statement and any amendment thereto have been delivered by the Issuers to the Representatives. As used
in this Agreement:
(i)
“Applicable Time” means 3:40 p.m., New York City time, on September 9, 2019, which the Underwriters have
informed the Issuers and their counsel is a time prior to the first sale of the Notes;
(ii)
“Base Prospectus” means the base prospectus included in the Registration Statement at the Applicable
Time;
(iii) “Effective Date” means any date as of which any part of the Registration Statement relating to the Notes
became, or is deemed to have become, effective under the Securities Act in accordance with the Rules and Regulations;
(iv) “Issuer Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule
405 of the Rules and Regulations) or “issuer free writing prospectus” (as defined in Rule 433 of the Rules and Regulations)
prepared by or on behalf of the Issuers or used or referred to by the Issuers in connection with the offering of the Notes;
(v) “Preliminary Prospectus” means any preliminary prospectus relating to the Notes included in the Registration
Statement or filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, including the Base Prospectus and
any preliminary prospectus supplement thereto relating to the Notes;
(vi)
“Pricing Disclosure Package” means, as of the Applicable Time, (A) the most recent Preliminary Prospectus,
(B) the Issuer Free Writing Prospectus attached as Schedule II hereto and (C) each other Issuer Free Writing Prospectus
filed or used by the Issuers on or before the Applicable Time identified on Schedule II hereto, other than a road show
that is an Issuer Free Writing Prospectus under Rule 433 of the Rules and Regulations;
(vii) “Prospectus” means the final prospectus relating to the Notes, including the Base Prospectus and any
prospectus supplement thereto relating to the Notes, as filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
and
(viii) “Registration Statement” means the registration statement on Form S-3 (File No. 333-227358), as amended
as of the Effective Date, including any Preliminary Prospectus or the Prospectus and all exhibits to such registration statement.
Any reference to the Registration Statement,
any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus shall be deemed to refer to and include any documents
incorporated by reference therein pursuant to Form S-3 under the Securities Act as of the Effective Date of such Registration Statement
or as of the date of such Preliminary Prospectus or Prospectus, as the case may be, or in the case of the Pricing Disclosure Package,
as of the Applicable Time. Any reference to the “most recent Preliminary Prospectus” shall be deemed
to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) of the Rules
and Regulations prior to or on the date hereof (including, for purposes hereof, any documents incorporated by reference therein
prior to or on the date hereof). Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall
be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference
in such Preliminary Prospectus or the Prospectus, as the case may be. Any reference to any amendment to the Registration Statement
shall be deemed to include any annual report of the Partnership filed with the Commission pursuant to Section 13(a) or 15(d) of
the Exchange Act after the Effective Date that is incorporated by reference in the Registration Statement. As used herein, the
term “Incorporated Documents” means the documents that at the time are incorporated by reference in the
Registration Statement, the Preliminary Prospectus or the Prospectus or any amendment or supplement thereto. The Commission has
not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the effectiveness
of the Registration Statement, and no proceeding for such purpose has been instituted or, to the Issuers’ knowledge, threatened
by the Commission. The Commission has not notified the Issuers of any objection to the use of the form of the Registration Statement.
(b) Form
of Documents. The Registration Statement conformed in all material respects on the Effective Date and on the
Delivery Date (as defined herein) will conform, and any amendment to the Registration Statement filed after the date hereof
will conform in all material respects when filed, to the applicable requirements of the Securities Act and the Rules and
Regulations. The most recent Preliminary Prospectus conformed, and the Prospectus will conform, in all material respects when
filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and on the Delivery Date to the requirements
of the Securities Act and the Rules and Regulations. The Incorporated Documents conformed and will conform, when filed with
the Commission, in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and
the rules and regulations of the Commission thereunder. The Registration Statement conforms in all material respects to the
requirements applicable to it under the Trust Indenture Act of 1939, as amended (the “Trust Indenture
Act”).
(c) No
Material Misstatements or Omissions in Registration Statement. The Registration Statement did not, as of its most recent
Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information
contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished
to the Issuers through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information
is specified in Section 12.
(d) No
Material Misstatements or Omissions in Prospectus. The Prospectus will not, as of its date and on the Delivery Date, include
an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading; provided that no representation or warranty
is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information
furnished to the Issuers through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which
information is specified in Section 12.
(e) No
Material Misstatements or Omissions in Documents Incorporated by Reference. The Incorporated Documents, when filed with
the Commission, did not and will not include an untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(f) No
Material Misstatements or Omissions in Pricing Disclosure Package. The Pricing Disclosure Package did not, as of the Applicable
Time, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided that no representation
or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity
with written information furnished to the Issuers through the Representatives by or on behalf of any Underwriter specifically
for inclusion therein, which information is specified in Section 12.
(g) No
Material Misstatements or Omissions in Issuer Free Writing Prospectus and Pricing Disclosure Package. Each Issuer Free
Writing Prospectus (including, without limitation, any road show that is an Issuer Free Writing Prospectus under Rule 433 of the
Rules and Regulations), when considered together with the Pricing Disclosure Package as of the Applicable Time, did not include
an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading; provided, that no representation or warranty
is made as to information contained in or omitted from such Issuer Free Writing Prospectus in reliance upon and in conformity
with written information furnished to the Issuers through the Representatives by or on behalf of any Underwriter specifically
for inclusion therein, which information is specified in Section 12.
(h) Issuer
Free Writing Prospectuses Conform to the Requirements of the Securities Act. Each Issuer Free Writing Prospectus conformed
or will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations on the date of
first use, and the Issuers have complied with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant
to the Rules and Regulations. The Issuers have not made any offer relating to the Notes that would constitute an Issuer Free Writing
Prospectus without the prior written consent of the Representatives. The Issuers have retained in accordance with the Rules and
Regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Rules and Regulations. The
Issuers have taken all actions necessary so that any road show (as defined in Rule 433 of the Rules and Regulations) in connection
with the offering of the Notes will not be required to be filed pursuant to the Rules and Regulations.
(i) Well-Known
Seasoned Issuer and Not an Ineligible Issuer. Each of the Issuers is a “well-known seasoned issuer” (as defined
in Rule 405 of the Rules and Regulations). For purposes of firm commitment underwritten offerings contemplated under the Registration
Statement, at the earliest time after the initial filing of the Registration Statement that the Issuers or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2) of the Rules and Regulations) of the Notes, neither of the Issuers
was an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations.
(j) Formation
and Qualification of Certain Entities. Each of the Issuers, the GP Entities and the Material Subsidiaries has been
duly formed or incorporated and is validly existing in good standing as a limited partnership, limited liability
company, corporation or unlimited liability company under the laws of its jurisdiction of formation or incorporation with
full corporate, partnership, limited liability company or unlimited liability company power and authority, as the case may
be, to own or lease its properties and to conduct its business, in each case in all material respects. Each of the Issuers,
the GP Entities and the Material Subsidiaries is duly registered or qualified as a foreign corporation, limited partnership,
limited liability company or unlimited liability company, as the case may be, for the transaction of business under the laws
of each jurisdiction (as set forth on Exhibit A to this Agreement) in which the character of the business conducted by
it or the nature or location of the properties owned or leased by it makes such registration or qualification necessary,
except where the failure so to register or qualify would not (i) reasonably be expected to have a material adverse
effect upon the condition (financial or other), business, prospects, properties, net worth or results of operations of the
Partnership’s direct and indirect majority owned subsidiaries (collectively, the
“Subsidiaries”) and the Partnership (collectively, the
“Plains Entities”), taken as a whole (a “Material Adverse Effect”), or
(ii) subject the limited partners of the Partnership to any material liability or disability.
(k) General
Partners. Each Plains Entity or GP Entity that serves as a general partner of another Plains Entity or GP Entity has full
corporate or limited liability company power and authority, as the case may be, to serve as general partner of such Plains Entity
or GP Entity, in each case in all material respects, as disclosed in the Registration Statement, the Pricing Disclosure Package
and the Prospectus.
(l) Ownership of Interests in the Partnership, the General Partner, Plains AAP, GP LLC and PAGP. The respective general
partner interests, limited partner interests or membership interests in the Partnership, the General Partner, Plains AAP, GP LLC
and PAGP owned by the GP Entities, as such interests are described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, have been duly authorized and validly issued in accordance with the agreement or certificate of limited partnership,
limited liability company agreement, certificate of formation or other similar organizational documents, as applicable (in each
case as in effect on the date hereof and as the same may be amended or restated on or prior to the Delivery Date) (any such agreement,
document or certificate for an entity, an “Organizational Document”) of the Partnership and the GP Entities,
and such membership interests and limited partner interests are fully paid (to the extent required under their applicable Organizational
Documents) and nonassessable (except (A) in the case of a limited partnership or Delaware limited liability company, as such nonassessability
may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware
LP Act”) or Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC
Act”), as applicable, or (B) with respect to the general partner interest of any such entity); and such general partner,
limited partner and membership interests held by the GP Entities are owned by the applicable GP Entity free and clear of all liens,
encumbrances, security interests, equities, charges or claims (“Liens”), except (i) as disclosed in the
Registration Statement, the Pricing Disclosure Package and the Prospectus, (ii) as contained in the Organizational Documents of
the applicable GP Entity or (iii) such as would not reasonably be expected to result in a change of control of the Partnership
(in the case of any general partner or membership interests held by the GP Entities) or reasonably be expected to materially adversely
affect the ability of the Plains Entities considered as a whole to conduct their businesses as currently conducted and as contemplated
by the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted.
(m) Ownership
of the Material Subsidiaries. All of the outstanding shares of capital stock or other equity interests of each Material
Subsidiary (i) have been duly authorized and validly issued (in accordance with the Organizational Documents of such Material
Subsidiary), are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required
under the Organizational Documents of such Material Subsidiary) and nonassessable (except (A) in the case of an interest in a
Delaware limited partnership or Delaware limited liability company, as such nonassessability may be affected by Sections 17-303,
17-607 and 17-804 of the Delaware LP Act or Sections 18-607 and 18-804 of the Delaware LLC Act, as applicable, (B) in the case
of an interest in a limited partnership or limited liability company formed under the laws of another domestic state, as such
nonassessability may be affected by similar provisions of such state’s limited partnership or limited liability company
statute, as applicable, (C) in the case of an interest in an entity formed under the laws of a foreign jurisdiction, as such nonassessability
may be affected by similar provisions of such jurisdiction’s partnership, limited or unlimited liability company statute,
if any, as applicable, or (D) with respect to the general partner interest of any Material Subsidiary) and (ii) are owned, directly
or indirectly, by the Partnership, free and clear of all Liens. The Subsidiaries other than the Material Subsidiaries did not,
individually or in the aggregate, account for (A) more than 10% of the total assets of the Plains Entities, taken as a whole,
as of the most recent fiscal year end or (B) more than 10% of the net income of the Plains Entities, taken as a whole, for the
most recent fiscal year.
(n) No Registration Rights. The offering and sale of the Notes as contemplated by this Agreement do not give rise to
any rights for or relating to the registration of any other securities of the Issuers, except such rights as have been waived or
satisfied.
(o) Conformity
to Description of Notes. The Notes, when issued and delivered against payment therefor as provided herein and in the Indenture,
and the Indenture will conform in all material respects to the descriptions thereof contained in the Pricing Disclosure Package
and the Prospectus (and any amendment or supplement thereto).
(p) Authority. Each of the Issuers has all requisite partnership or corporate, as applicable, power and authority to
issue, sell and deliver the Notes in accordance with and upon the terms and conditions set forth in this Agreement, its Organizational
Documents, the Indenture, the Registration Statement, the Pricing Disclosure Package and the Prospectus. At the Delivery Date,
all action required to be taken by each of the Issuers or its partners or stockholder for (i) the due and proper authorization,
execution and delivery of this Agreement and the Indenture, (ii) the authorization, issuance, sale and delivery of the Notes and
(iii) the consummation of the other transactions contemplated hereby and thereby shall have been duly and validly taken.
(q) Authorization,
Execution and Delivery of this Agreement. This Agreement has been duly and validly authorized, executed and delivered
by or on behalf of the Issuers.
(r) Enforceability
of the Indenture. The execution and delivery of the Supplemental Indenture and the performance by each of the Issuers
of their respective obligations under the Indenture have been duly and validly authorized by each of the Issuers; the Indenture
has been duly qualified under the Trust Indenture Act and, assuming due authorization, execution and delivery of the Base Indenture
and the Supplemental Indenture by the Trustee, when the Supplemental Indenture is executed and delivered by each of the
Issuers, will constitute the valid and legally binding agreement of each of the Issuers, enforceable against each of the Issuers
in accordance with its terms; provided that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except
as rights to indemnity and contribution thereunder may be limited by federal or state securities laws.
(s) Valid
Issuance of the Notes. The Notes have been duly authorized, and, when executed and authenticated in accordance with the
provisions of the Indenture and delivered to and paid for by the Underwriters, will have been duly executed and delivered by each
of the Issuers and will constitute the valid and legally binding obligations of the Issuers, enforceable against the Issuers in
accordance with their terms and entitled to the benefits of the Indenture; provided that the enforceability thereof may
be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting
creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law) and except as rights to indemnity and contribution thereunder may be limited by federal or
state securities laws.
(t) Authorization,
Execution and Enforceability of the Organizational Documents. The Organizational Documents of each of the Issuers, the
GP Entities and the Material Subsidiaries have been duly authorized, executed and delivered by the parties thereto and are valid
and legally binding agreements of such parties thereto, enforceable against the parties thereto in accordance with their respective
terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’
rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding
in equity or at law).
(u) No
Conflicts or Violations. None of (i) the offering, issuance and sale by the Issuers of the Notes, (ii) the execution,
delivery and performance of this Agreement by each of the Issuers, (iii) the consummation of the transactions contemplated by
this Agreement or (iv) the execution and delivery of the Supplemental Indenture, the performance of the Indenture by each of the
Issuers or the consummation of the transactions contemplated thereby (A) conflicts or will conflict with or constitutes or will
constitute a violation of the Organizational Documents of either of the Issuers, any of the GP Entities or any of the Material
Subsidiaries, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control
or a default under (or an event that, with notice or lapse of time or both, would constitute such an event), any indenture, mortgage,
deed of trust, loan agreement, lease or other agreement or instrument to which either of the Issuers, any of the GP Entities or
any of the Material Subsidiaries is a party or by which any of them or any of their respective properties may be bound, (C)
violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court or governmental
agency or body directed to either of the Issuers, any of the GP Entities or any of the Material Subsidiaries or any of their properties
in a proceeding to which any of them or their property is a party or (D) results or will result in the creation or imposition
of any Lien upon any property or assets of either of the Issuers, any of the GP Entities or any of the Material Subsidiaries,
which conflicts, breaches, violations, defaults or Liens, in the case of clauses (B), (C) or (D), would reasonably
be expected to have a Material Adverse Effect or materially impair the ability of the Issuers to consummate the transactions contemplated
by this Agreement.
(v) No
Consents. No consent, approval, authorization, filing with or order of any court, governmental agency or body having jurisdiction
over any of the Plains Entities or any of the GP Entities or any of their respective properties is required in connection with
(i) the offering, issuance and sale by the Issuers of the Notes, (ii) the execution, delivery and performance of, or the
consummation by each of the Issuers of the transactions contemplated by, this Agreement or (iii) the execution and delivery of
the Supplemental Indenture, and the performance of the Indenture, by each of the Issuers or the consummation of the transactions
contemplated thereby, except (A) such as have been obtained or are required under the Securities Act, (B) such as may be required
under the blue sky laws of any jurisdiction or the by-laws and rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”)
in connection with the purchase and distribution by the Underwriters of the Notes in the manner contemplated herein and in the
Registration Statement, the Pricing Disclosure Package and the Prospectus and (C) such that the failure to obtain or make would
not reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Issuers to consummate the
transactions contemplated by this Agreement.
(w) No
Default. (i) None of the Issuers or the GP Entities or the Material Subsidiaries is in violation of its
Organizational Documents in any material respect; (ii) none of the Issuers, the GP Entities or the Material
Subsidiaries is in violation of any law, statute, ordinance, administrative or governmental rule or regulation applicable to
it or of any decree of any court or governmental agency or body having jurisdiction over it and (iii) none of the Issuers,
the GP Entities or the Material Subsidiaries is in breach, default (or an event that, with notice or lapse of time or both,
would constitute such an event) or violation in the performance of any obligation, covenant or condition contained in any
bond, debenture, note or any other evidence of indebtedness or in any agreement, indenture, lease or other instrument to
which it is a party or by which it or any of its properties may be bound, which breach, default or violation, in the case of clause
(ii) or clause (iii) would, if continued, reasonably be expected to have a Material Adverse Effect or materially
impair the ability of either of the Issuers to perform its obligations under this Agreement.
(x) Independent Registered Public Accounting Firm. PricewaterhouseCoopers LLP, which has certified the audited financial
statements included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus
(and any amendment or supplement thereto), is an independent registered public accounting firm with respect to the GP Entities
and the Partnership and its consolidated subsidiaries, as required by the Securities Act and the Rules and Regulations and the
Public Company Accounting Oversight Board.
(y) Financial
Statements. At June 30, 2019, the Partnership had, on an as adjusted basis as indicated in the Prospectus (and any amendment
or supplement thereto), an approximate total capitalization as set forth therein. The financial statements (including the related
notes and supporting schedules) and other financial information included or incorporated by reference in the Registration Statement,
the Pricing Disclosure Package and the Prospectus (and any amendment or supplement thereto) present fairly in all material respects
the financial position, results of operations and cash flows of the entities purported to be shown thereby, at the dates and for
the periods indicated, and have been prepared in conformity with generally accepted accounting principles applied on a consistent
basis throughout the periods indicated, except to the extent disclosed therein. The summary and selected historical financial
information included or incorporated by reference in the Registration Statement, the most recent Preliminary Prospectus and the
Prospectus (and any amendment or supplement thereto) is accurately presented in all material respects and prepared on a basis
consistent with the audited and unaudited historical consolidated financial statements from which it has been derived, except
as described therein. No other financial statements or schedules of the Issuers are required by the Securities Act or the Exchange
Act to be included in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus.
(z) No
Material Adverse Change. None of the Plains Entities or the GP Entities has sustained, since the date of the latest audited
or reviewed financial statements included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, any
material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance,
or from any labor dispute or court or governmental action, investigation, order or decree, other than as set forth or contemplated
in the Registration Statement, the Pricing Disclosure Package and the Prospectus and other than as would not reasonably be expected
to have a Material Adverse Effect. Except as disclosed in Registration Statement, the Pricing Disclosure Package and the Prospectus,
subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, in each case excluding any amendments or supplements to the foregoing made after the execution of this Agreement,
there has not been (i) any Material Adverse Effect, or any development that would, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect, (ii) any transaction which is material to the Plains Entities or the
GP Entities taken as a whole, other than transactions in the ordinary course of business as such business is described in the
Registration Statement, the Pricing Disclosure Package and the Prospectus or (iii) any dividend or distribution of any kind, other
than quarterly distributions of Available Cash (as defined in the Partnership Agreement) and other than dividends or distributions
from any Subsidiary to another Subsidiary or the Partnership or from a GP Entity to its members or other equity owners in the
ordinary course of business, declared, paid or made on the security interests of any of the Plains Entities or the GP Entities.
(aa) Required
Disclosures and Descriptions. There are no agreements, contracts, indentures, leases or other instruments that are required
to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus or to be filed as an exhibit to
the Registration Statement that are not described or filed as required by the Securities Act or the Exchange Act.
(bb) Title
to Properties. The Plains Entities, directly or indirectly, have good and indefeasible title to all real property and
good title to all personal property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus
as being owned by them, free and clear of all Liens except (i) as provided in the Third Amended and Restated Credit Agreement
dated as of August 19, 2011, as amended (the “Hedged Inventory Facility”), among Plains Marketing, L.P.,
a Texas limited partnership (“Plains Marketing”), and Plains Midstream Canada ULC, a British Columbia
unlimited liability company (“Plains Midstream Canada”), as borrowers, the Partnership, as guarantor,
Bank of America, N.A., as administrative agent thereunder and the lenders from time to time party thereto, described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus and (ii) such as would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect; and all real property and buildings held under lease by the Plains Entities are
held, directly or indirectly, under valid and subsisting and enforceable leases with such exceptions as would not reasonably be
expected to have a Material Adverse Effect or as described in the Registration Statement, the Pricing Disclosure Package and the
Prospectus.
(cc) Permits.
Each of the Plains Entities, directly or indirectly, has such permits, consents, licenses, franchises, certificates and authorizations
of governmental or regulatory authorities (“Permits”) as are necessary to own its properties and to
conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
subject to such qualifications as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus
and except for such Permits the failure of which to have obtained would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect; and none of the Plains Entities has received, directly or indirectly, any notice of
proceedings relating to the revocation or modification of any such permit which, individually or in the aggregate, if the subject
of an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect, except as set forth
in or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(dd) Rights-of-Way.
Each of the Plains Entities, directly or indirectly, has such consents, easements, rights-of-way or licenses from any person (“rights-of-way”)
as are necessary to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the Pricing Disclosure Package
and the Prospectus and except for such rights-of-way the failure of which to have obtained would not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect; each of the Plains Entities, directly or indirectly, has fulfilled
and performed all its material obligations with respect to such rights-of-way and no event has occurred that allows, or after
notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the
holder of any such rights-of-way, except for such failures to perform, revocations, terminations and impairments that would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, subject in each case to such qualification
as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(ee) Investment
Company. None of the Plains Entities is now, and after sale of the Notes to be sold by the Issuers hereunder and application
of the net proceeds from such sale as described in the Pricing Disclosure Package and the Prospectus under the caption “Use
of Proceeds,” none of the Plains Entities will be, (i) an “investment company” or a company “controlled
by” an “investment company,” each within the meaning of the Investment Company Act of 1940, as amended (the
“Investment Company Act”), (ii) a “gas utility,” within the meaning of Tex. Util. Code §§
101.003 or 121.001 or (iii) a “public utility” or “utility” within the meaning of the Public Utility Regulatory
Act of Texas or under the utility laws of any state in which any such Plains Entity does business; in the case of clauses (ii)
and (iii), (y) excluding any circumstances where any Plains Entity is a “common carrier” under any such laws and (z)
other than in respect of any Plains Entity that is under the jurisdiction of the California Public Utility Commission.
(ff) Environmental
Compliance. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none
of the Plains Entities, directly or indirectly, has violated any environmental, safety, health or similar law or regulation applicable
to its business relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes,
pollutants or contaminants (“Environmental Laws”), or lacks any permits, licenses or other approvals
required of them under applicable Environmental Laws to own, lease or operate their properties and conduct their business as described
in the Registration Statement, the Pricing Disclosure Package and the Prospectus or is violating any terms and conditions of any
such permit, license or approval, which in each case would reasonably be expected to have a Material Adverse Effect.
(gg) No
Labor Disputes. No labor dispute with the employees of any of the Plains Entities or the GP Entities exists or, to the
knowledge of the Issuers, is imminent, that would reasonably be expected to have a Material Adverse Effect.
(hh) Insurance. The Partnership maintains or is entitled to the benefits of insurance covering its properties, operations,
personnel and businesses against such losses and risks as are reasonably adequate to protect it and its businesses in a
manner consistent with other businesses similarly situated. All such insurance is outstanding and duly in force on the date
hereof and will be outstanding and duly in force on the Delivery Date, except for such insurance for which the failure to be
outstanding and duly in force would not reasonably be expected to have a Material Adverse Effect.
(ii) No
Legal Actions. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there
is (i) no action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or
foreign, now pending or, to the knowledge of the Issuers, threatened, to which any of the Plains Entities or the GP Entities is
or may be a party or to which the business or property of any of the Plains Entities or the GP Entities is or may be subject,
and (ii) no injunction, restraining order or order of any nature issued by a federal or state court or foreign court of competent
jurisdiction to which any of the Plains Entities or the GP Entities is or may be subject, that, in the case of clauses (i)
and (ii) above, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or
prevent or result in the suspension of the offering and issuance of the Notes.
(jj) Distribution
Restrictions. No Subsidiary is currently prohibited, directly or indirectly, from making any distributions to the
Partnership or another Subsidiary, from making any other distribution on such Subsidiary’s equity interests, from
repaying to the Partnership or its affiliates any loans or advances to such Subsidiary from the Partnership or its affiliates
or from transferring any of such Subsidiary’s property or assets to the Partnership or any other Subsidiary, except (i)
as described in or contemplated by Registration Statement, the Pricing Disclosure Package and the Prospectus (exclusive of
any amendment or supplement thereto), (ii) such prohibitions mandated by the laws of each such Subsidiary’s state of
formation and the terms of any such Subsidiary’s Organizational Documents and (iii) where such prohibition would not
reasonably be expected to have a Material Adverse Effect.
(kk) No Distribution of Other Offering Materials. None of the Plains Entities or the GP Entities has distributed and,
prior to the later to occur of (i) the Delivery Date and (ii) completion of the distribution of the Notes, as the case may be,
will not distribute, any prospectus (as defined under the Securities Act) in connection with the offering and sale of the Notes
other than any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, subject to the conditions in Section
1(h) of this Agreement, or other materials, if any, permitted by the Securities Act, including Rule 134 of the Rules and Regulations.
(ll) Books
and Records; Accounting Controls. The Partnership maintains a system of internal accounting controls sufficient to
provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific
authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only
in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is
compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(mm) Sarbanes-Oxley Act. The Partnership and, to the knowledge of the Issuers, the directors of PAGP GP and the officers
of GP LLC, in their capacities as such, are in compliance in all material respects with all applicable and effective provisions
of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder.
(nn) Disclosure
Controls. The Partnership maintains disclosure controls and procedures (to the extent required by and as such term is
defined in Rules 13a-15 and 15d-15 of the Rules and Regulations), that (i) are designed to provide reasonable assurance that material
information relating to the Partnership, including its consolidated subsidiaries, is recorded, processed, summarized and communicated
to the principal executive officer, the principal financial officer and other appropriate officers of GP LLC to allow for timely
decisions regarding required disclosure, particularly during the periods in which the periodic reports required under the Exchange
Act are being prepared; (ii) have been evaluated for effectiveness as of the end of the Partnership’s most recent fiscal
quarter; and (iii) are effective in all material respects to perform the functions for which they are established.
(oo) No
Deficiency in Internal Controls. Based on the evaluation of its disclosure controls and procedures conducted in connection
with the preparation and filing of the Partnership’s Annual Report on Form 10-K for the most recent fiscal year end, the
Partnership is not aware of (i) any significant deficiency or material weakness in the design or operation of internal controls
over financial reporting that are likely to adversely affect its ability to record, process, summarize and report financial data;
or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal
controls over financial reporting of the Partnership.
(pp) FCPA.
None of the Plains Entities or the GP Entities nor, to the knowledge of the Issuers, any director, officer, agent or employee
of the Plains Entities or the GP Entities (in their capacity as director, officer, agent or employee) is aware of or has taken
any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977,
as amended, and the rules and regulations thereunder.
(qq) Money
Laundering Laws. No action, suit or proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Plains Entities or the GP Entities that involve allegations of money laundering is pending or, to the
knowledge of the Issuers, threatened.
(rr) OFAC.
None of the Plains Entities or the GP Entities nor, to the knowledge of the Issuers, any director, officer or employee of the
Plains Entities or the GP Entities (in their capacity as director, officer or employee) has received notice that it is subject
to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.
(ss) XBRL.
The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing
Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared
in accordance with the Commission’s rules and guidelines applicable thereto.
The applicable statements
made in the certificates described in Sections 7(i) and 7(j) shall be deemed representations and warranties by the
Issuers, as to matters covered thereby, to the Underwriters.
2. Purchase
and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth,
the Issuers agree to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Issuers
the principal amount of Notes set forth opposite such Underwriter’s name on Schedule I hereto at a purchase price
of 99.151% of the principal amount thereof, plus accrued interest, if any, from the Delivery Date.
3. Delivery
and Payment. Delivery of and payment for the Notes shall be made at the office of Vinson & Elkins L.L.P., 1001 Fannin,
Houston, Texas 77002 at 9:00 a.m., Houston time, on September 16, 2019, or at such time on such later date not more than three
business days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement
between the Representatives and the Issuers or as provided in Section 9 hereof (such date and time of delivery and payment
for the Notes being herein called the “Delivery Date”). Payment for the Notes shall be made by wire
transfer in immediately available funds to the account(s) specified by the Issuers to the Representatives against delivery of
the Notes to the Underwriters through the facilities of The Depository Trust Company (“DTC”). Concurrently,
the Issuers shall deliver to the Trustee, as custodian for DTC, one or more global notes representing the Notes (collectively,
the “Global Notes”).
4. Offering
by the Underwriters. It is understood that the several Underwriters propose to offer the Notes for sale to the public
as set forth in the Prospectus.
5. Agreements of the Issuers. Each of the Issuers, jointly and severally, acknowledges and agrees with the Underwriters
that:
(a) Post-Effective
Amendments. If, at the Applicable Time, it is necessary for a post-effective amendment to the Registration Statement
to be declared effective before the offering of the Notes may commence, the Issuers will endeavor to cause such
post-effective amendment to become effective as soon as possible and will advise the Representatives promptly and, if
requested by the Representatives, will confirm such advice in writing when such post-effective amendment has become
effective.
(b) Preparation
of Prospectus and Registration Statement. The Issuers will advise the Representatives promptly and, if requested by the
Representatives, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to
the Registration Statement, the Preliminary Prospectus or the Prospectus or for additional information; (ii) of the issuance by
the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification
of the Notes for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the
period of time referred to in paragraph (e) below, of any change in the condition (financial or other), business, prospects,
properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening of any event that
makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as
then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement,
the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required
by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein
(in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements
were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply
with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness
of the Registration Statement, the Partnership will make every commercially reasonable effort to obtain the withdrawal of such
order at the earliest possible time.
(c) Final
Term Sheet and Issuer Free Writing Prospectuses. The Issuers agree (i) to prepare a final term sheet, containing a description
of the final terms of the Notes and the offering thereof, in the form approved by the Representatives and attached as Schedule
II hereto, and to file such term sheet pursuant to Rule 433 of the Rules and Regulations within the time required by such
Rule and (ii) not to make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus without the
prior written consent of the Representatives.
(d) Copies
of Registration Statement. The Issuers will furnish to the Underwriters, without charge, such number of copies of (i)
the manually signed copy of the registration statement corresponding to the Commission’s electronic data gathering, analysis
and retrieval system (“EDGAR”) version filed with the Commission and of each amendment thereto, including
financial statements and all exhibits to the registration statement, (ii) the registration statement as originally filed and of
each amendment thereto, without exhibits, (iii) the Incorporated Documents, without exhibits, and (iv) the exhibits to the Incorporated
Documents, in each case, as the Underwriters may request.
(e) Filing
of Amendment or Supplement. For such period as in the opinion of counsel for the Underwriters a prospectus is
required by the Securities Act to be delivered in connection with sales by any Underwriter or any dealer, the Issuers will
not file any amendment to the Registration Statement, supplement to the Prospectus (or any other prospectus relating to the
Notes filed pursuant to Rule 424(b) of the Rules and Regulations that differs from the Prospectus as filed pursuant to such
Rule 424(b)), or any Preliminary Prospectus or Issuer Free Writing Prospectus of which the Representatives shall not
previously have been advised or to which the Representatives shall have reasonably objected in writing after being so advised
unless the Issuers shall have determined based upon the advice of counsel that such amendment, supplement or other filing is
required by law; and the Issuers will promptly notify the Representatives after they shall have received notice thereof of
the time when any amendment to the Registration Statement becomes effective or when any supplement to the Prospectus has been
filed.
(f) Copies
of Documents to the Underwriters. As soon after the Applicable Time as possible and thereafter from time to time for such
period as in the opinion of counsel for the Underwriters a prospectus is required by the Securities Act to be delivered in connection
with sales by any Underwriter or any dealer, the Issuers will expeditiously deliver to each Underwriter and each dealer that the
Underwriters may specify, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as the
Underwriters may reasonably request. At any time after nine months after the time of issuance of the Prospectus, upon request
and without charge, the Issuers will deliver as many copies of an amended or supplemented Prospectus complying with Section 10(a)(3)
of the Securities Act as the Underwriters may reasonably request, provided that a prospectus is required by the Securities
Act to be delivered in connection with sales of the Notes by any Underwriter or any dealer. The Issuers consent to the use of
the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Securities Act and with the
securities or Blue Sky laws of the jurisdictions in which the Notes are offered by the Underwriters and by all dealers to whom
Notes may be sold, both in connection with the offering and sale of the Notes and for such period of time thereafter as the Prospectus
is required by the Securities Act to be delivered in connection with sales by any Underwriter or any dealer. If during such period
of time any event shall occur that in the judgment of the Issuers or in the opinion of counsel for the Underwriters and the Issuers
is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to
supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated
Document) to comply with the Securities Act or any other law, the Issuers will forthwith prepare and, subject to the provisions
of paragraph (e) above, file with the Commission an appropriate supplement or amendment thereto (or to such document),
and will expeditiously furnish to the Underwriters and dealers a reasonable number of copies thereof; provided that, if
any such event necessitating a supplement or amendment to the Prospectus occurs at any time after nine months after the time of
issuance of the Prospectus, such supplement or amendment shall be prepared at the Underwriters’ expense. In the event that
the Issuers and the Representatives agree that the Prospectus should be amended or supplemented, the Issuers, if requested by
the Representatives, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment
or supplement unless the Issuers shall have determined, based on the advice of counsel, that the issuance of such press release
would not be required by law.
(g) Blue Sky Laws. The Issuers will cooperate with the Representatives and with counsel for the Underwriters in connection
with the registration or qualification of the Notes for offering and sale by the Underwriters and by dealers under the securities
or Blue Sky laws of such jurisdictions as the Underwriters may reasonably designate and will file such consents to service of process
or other documents reasonably necessary or appropriate in order to effect such registration or qualification; provided that
in no event shall any Plains Entity be obligated to qualify to do business in any jurisdiction where it is not now so qualified
or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale
of the Notes, in any jurisdiction where it is not now so subject. The Issuers will promptly notify the Representatives of the receipt
by the Issuers of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose.
(h) Reports
to Security Holders. In accordance with Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations,
the Issuers will make generally available to their security holders an earnings statement (which need not be audited) in reasonable
detail covering the 12-month period beginning not later than the first day of the month next succeeding the month in which occurred
the effective date (within the meaning of such Rule 158) of the Registration Statement as soon as practicable after the end of
such period.
(i) Copies
of Reports. Unless otherwise available on EDGAR, during the period of two years hereafter, the Issuers will furnish
or make available to the Underwriters (i) as soon as publicly available, a copy of each report of the Issuers mailed to
unitholders or filed with the Commission or the principal national securities exchange or automated quotation system upon
which the Notes may be listed, and (ii) from time to time such other information concerning the Issuers as the Underwriters
may reasonably request.
(j) Termination
Expenses. If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise
than pursuant to Section 9 hereof or Section 10 hereof (except pursuant to the first clause of Section 10(i)))
or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of either of the Issuers
to comply with the terms or fulfill any of the conditions of this Agreement, the Issuers, jointly and severally, agree to reimburse
the Underwriters for all reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel for the Underwriters)
incurred by the Underwriters in connection herewith.
(k) Application
of Proceeds. The Issuers will apply the net proceeds from the sale of the Notes in accordance with the description set
forth under the caption “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus.
(l) Filing
of Prospectus. The Issuers will timely file the Prospectus, and any amendment or supplement thereto, pursuant to Rule
424(b) of the Rules and Regulations and will advise the Underwriters of the time and manner of such filing.
(m) Stabilization.
Except as stated in this Agreement and the Prospectus, neither of the Issuers has taken, or will take, directly or indirectly,
any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of
any security of the Issuers to facilitate the sale or resale of the Notes.
(n) Investment Company. The Issuers will take such steps as shall be necessary to ensure that none of the Plains Entities
or the GP Entities shall become an “investment company” within the meaning of such term under the Investment Company
Act and the rules and regulations of the Commission thereunder.
(o) Exchange
Act Reports. The Issuers, during the period when the Prospectus is required to be delivered under the Securities
Act, will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods
required by the Exchange Act.
(p) Free
Writing Prospectuses. The Issuers have complied and will comply with the requirements of Rule 433 of the Rules and Regulations
applicable to any Issuer Free Writing Prospectus, including appropriate legending and timely filing with the Commission or retention
where required. The Issuers agree that they will satisfy the conditions under Rule 433 of the Rules and Regulations to avoid a
requirement to file with the Commission any electronic road show. The Issuers agree that if at any time following issuance of
an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would
conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would
include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances then prevailing, not misleading, the Issuers will give prompt notice thereof to the Representatives
and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus
or other document that will correct such conflict, statement or omission; provided, however, that this representation
and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in
conformity with information furnished in writing to the Issuers by an Underwriter through the Representatives expressly for use
therein, which information is specified in Section 12.
(q) Clear
Market. During the period from the date hereof through and including the business day following the Delivery Date, the
Issuers will not, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose
of any debt securities issued or guaranteed by the Issuers and having a tenor of more than one year.
6. Indemnification and Contribution.
(a) Each
of the Issuers, jointly and severally, agrees to indemnify and hold harmless each Underwriter, the directors, officers,
employees and agents of each Underwriter, each affiliate of any Underwriter who has participated in the distribution of the
Notes as an underwriter, each broker-dealer affiliate of any Underwriter, and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and
all losses, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation), to
which they or any of them became subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or expenses arise out of, or are based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer
Free Writing Prospectus or in any amendment or supplement thereto or in any “road show” (as defined in Rule 433
of the Rules and Regulations) not constituting an Issuer Free Writing Prospectus (a “Non-Prospectus Road
Show”) or (ii) the omission or alleged omission to state in the Registration Statement, any Preliminary
Prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any
Non-Prospectus Road Show, any material fact required to be stated therein or necessary to make the statements therein (in the
case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were
made) not misleading, and shall reimburse each Underwriter and each such director, officer, employee or controlling
person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, director, officer,
employee or controlling person in connection with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred; provided, however, that the Issuers shall not
be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based
upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement,
any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any such amendment or supplement thereto
or in any Non-Prospectus Road Show, in reliance upon and in conformity with written information concerning such Underwriter
furnished to the Issuers through the Representatives by or on behalf of any Underwriter specifically for inclusion therein,
which information consists solely of the information specified in Section 12. The foregoing indemnity agreement is in
addition to any liability that the Issuers may otherwise have to any Underwriter or to any director, officer, employee or
controlling person of that Underwriter.
(b) If any action, suit or proceeding shall be brought against any Underwriter, any director, officer, employee or agent of any Underwriter
or any person controlling any Underwriter in respect of which indemnity may be sought against an Issuer, such Underwriter or such
director, officer, employee, agent or controlling person shall promptly notify the Partnership in writing, and the Issuers shall
assume the defense thereof, including the employment of counsel reasonably satisfactory to such indemnified party and payment of
all reasonable fees and expenses. The failure to notify the indemnifying party shall not relieve it from liability that it may
have to an indemnified party unless the indemnifying party is foreclosed by reason of such delay from asserting a defense otherwise
available to it. Such Underwriter or any such director, officer, employee, agent or controlling person shall have the right to
employ separate counsel in any such action, suit or proceeding and to participate in (but not control) the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such Underwriter or such director, officer, employee, agent or
controlling person unless (i) the Issuers have agreed in writing to pay such fees and expenses, (ii) the Issuers have failed to
assume the defense and employ counsel within a reasonable period of time in light of the circumstances or (iii) such indemnified
party or parties shall have reasonably concluded, based on the advice of counsel, that there may be defenses available to it or
them that are different from, additional to or in conflict with those available to the Issuers (in which case the Issuers shall
not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified party or parties), in
any of which events the Issuers shall pay the reasonable fees and expenses of such counsel as such fees and expenses are incurred
(it being understood, however, that the Issuers shall not be liable for the expenses of more than one separate counsel (in addition
to any local counsel) in any one action, suit or proceeding or series of related actions, suits or proceedings in the same jurisdiction
representing the indemnified parties who are parties to such action, suit or proceeding).
(c) Each
Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Issuers, GP LLC’s directors and the
officers who signed the Registration Statement, and any person who controls either of the Issuers within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the
Issuers to each Underwriter, but only with respect to information furnished in writing by or on behalf of such Underwriter
through the Representatives expressly for use in the Registration Statement, any Preliminary Prospectus, the Prospectus, any
Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Non-Prospectus Road Show, which
information is limited to the information set forth in Section 12. If any action, suit or proceeding shall be brought
against an Issuer, any of such directors and officers or any such controlling person based on the Registration Statement, any
Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in
any Non-Prospectus Road Show, and in respect of which indemnity may be sought against any Underwriter pursuant to this paragraph
(c), such Underwriter shall have the rights and duties given to the Issuers by paragraph (b) above (except that if
the Issuers shall have assumed the defense thereof such Underwriter shall not be required to do so, but may employ separate
counsel therein and participate in (but not control) the defense thereof, but the fees and expenses of such counsel shall be
at such Underwriter’s expense), and the Issuers, any of such directors and officers and any such controlling person
shall have the rights and duties given to the Underwriters by paragraph (b) above. The foregoing indemnity agreement
shall be in addition to any liability that the Underwriters may otherwise have.
(d) If
the indemnification provided for in this Section 6 is unavailable to an indemnified party under paragraph (a) or
(c) hereof in respect of any losses, claims, damages, liabilities or expenses referred to therein, then an indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect
the relative benefits received by the Issuers on the one hand and the Underwriters on the other hand from the offering of the
Notes, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault
of the Issuers on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted
in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative
benefits received by the Issuers on the one hand and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received by the Issuers bear to the total underwriting
discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus.
The relative fault of the Issuers on the one hand and the Underwriters on the other hand shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Issuers or any affiliate of the Issuers on the one hand, or by the Underwriters
on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.
(e) The Issuers and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6
were determined by a pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other
method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to
in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating any claim or defending any such action, suit or
proceeding. Notwithstanding the provisions of this Section 6, no Underwriter shall be required to contribute any amount
in excess of the amount by which the total price of the Notes underwritten by it and distributed to the public exceeds the amount
of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’
obligations to contribute as provided in this Section 6 are several and not joint.
(f) No indemnifying
party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld),
settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding
in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual
or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of
each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include any findings
of fact or admissions of fault or culpability as to the indemnified party, or (ii) be liable for any settlement of any such action
effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the
indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify
and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.
(g) Any losses,
claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under this
Section 6 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities
or expenses are incurred. The indemnity and contribution agreements contained in this Section 6 and the covenants, representations
and warranties of the Issuers set forth in this Agreement shall remain operative and in full force and effect, regardless of (i)
any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter, or the Issuers, GP LLC, PAGP
GP or any of their respective directors or officers, or any person controlling the Issuers (ii) acceptance of any Notes and payment
therefor in accordance with the terms of this Agreement, and (iii) any termination of this Agreement. A successor to any Underwriter
or any person controlling any Underwriter, or to the Issuers, GP LLC, PAGP GP or any of their respective directors or officers,
or any person controlling the Issuers shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements
contained in this Section 6.
7. Conditions
to the Obligations of the Underwriters. The several obligations of the Underwriters to purchase the Notes are subject
to the following conditions:
(a) All filings
required by Rule 424 and Rule 430B of the Rules and Regulations shall have been made. All material required to be filed by the
Issuers pursuant to Rule 433(d) of the Rules and Regulations shall have been filed with the Commission within the applicable time
period prescribed for such filing by Rule 433 of the Rules and Regulations. No stop order (i) suspending the effectiveness of the
Registration Statement or (ii) suspending or preventing the use of the most recent Preliminary Prospectus, the Prospectus or any
Issuer Free Writing Prospectus shall have been issued and no proceeding for that purpose shall have been instituted or, to the
knowledge of the Issuers or any Underwriter, threatened by the Commission, and any request of the Commission for additional information
(to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction
of the Representatives.
(b) Subsequent to the Applicable Time, there shall not have occurred (i) any change, or any development involving a prospective change,
that would reasonably be expected to have a Material Adverse Effect, not contemplated by the Prospectus, which in the Representatives’
opinion, would materially adversely affect the market for the Notes, or (ii) any event or development relating to or involving
any of the Plains Entities or any executive officer or director of any of such entities that makes any statement made in the Prospectus
untrue or which, in the opinion of the Issuers and their counsel or the Underwriters and their counsel, requires the making of
any addition to or change in the Prospectus in order to state a material fact required by the Securities Act or any other law to
be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading, if amending or supplementing the Prospectus to reflect such event or development would, in the Representatives’
opinion, materially adversely affect the market for the Notes.
(c) The Representatives shall have received an opinion of Vinson & Elkins L.L.P., counsel for the Issuers, dated the Delivery Date
and addressed to the Underwriters, to the effect that:
(i) Each of the Issuers, the GP Entities and the Domestic Subsidiaries is validly existing in good standing as a limited partnership,
limited liability company or corporation under the laws of its jurisdiction of formation or incorporation with full corporate,
limited partnership or limited liability company power and authority, as the case may be, to own or lease its properties and to
conduct its business, in each case in all material respects.
(ii) Each GP Entity that serves as a general partner of the Partnership or another GP Entity has full limited liability company power
and authority to serve as general partner of the Partnership or such GP Entity, in each case, in all material respects.
(iii) The respective general partner interests, limited partner interests or membership interests in the Partnership, the General Partner,
Plains AAP, GP LLC and PAGP owned by the GP Entities, as such interests are described in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, (a) have been duly authorized and validly issued in accordance with their respective Organizational
Documents, as applicable, and such limited partner interests and membership interests are fully paid (to the extent required under
their respective Organizational Documents, as applicable) and nonassessable (except as such nonassessability may be affected by
Sections 17-303, 17-607 and 17-804 of the Delaware LP Act or Sections 18-607 and 18-804 of the Delaware LLC Act, as applicable)
and (b) are owned, directly or indirectly, by the applicable GP Entity, free and clear of all Liens (A) in respect of which a financing
statement under the Uniform Commercial Code of the State of Delaware naming such entity as debtor is on file in the office of the
Secretary of State of the State of Delaware, or (B) otherwise known to such counsel, without independent investigation, other than
those created by or arising under the Delaware LP Act or the Delaware LLC Act.
(iv) Each of the Issuers has the requisite partnership or corporate, as applicable, power and authority to issue, sell and deliver the
Notes, in accordance with and upon the terms and conditions set forth in this Agreement, its Organizational Documents, the Indenture,
the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(v) Neither the filing of the Registration Statement nor the offering or sale of the Notes as contemplated by this Agreement gives
rise to any rights for or relating to the registration of any Notes or other securities of the Issuers under any agreement filed
as an exhibit to the Registration Statement, except such rights as have been waived or satisfied.
(vi) The Indenture has been duly qualified under the Trust Indenture Act.
(vii) This Agreement has been duly authorized, executed and delivered by each of the Issuers.
(viii) The Base Indenture and the Supplemental Indenture have been duly authorized, executed and delivered by each of the Issuers, and
(assuming the due authorization, execution and delivery thereof by the Trustee) the Indenture is a valid and legally binding agreement
of such Issuers, enforceable against each of them in accordance with its terms; provided that the enforceability thereof
may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time
to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether
such principles are considered in a proceeding in equity or at law) and (B) public policy, applicable law relating to fiduciary
duties and indemnification and an implied covenant of good faith and fair dealing.
(ix) The
global certificates representing the Notes are substantially in the form contemplated by the Indenture, the Notes have been
duly and validly authorized and, when each such certificate is executed and authenticated in accordance with the provisions
of the Indenture and the Notes and delivered to and paid for by the Underwriters under this Agreement, the Notes will
constitute legal, valid, binding and enforceable obligations of the Issuers entitled to the benefits of the Indenture; provided that
the enforceability thereof may be limited by (A) applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting
creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are
considered in a proceeding in equity or at law) and (B) public policy, applicable law relating to fiduciary duties and
indemnification and an implied covenant of good faith and fair dealing.
(x) The
partnership agreement or limited liability company agreement, as applicable, of each of the Partnership and the GP Entities
has been duly authorized, executed and delivered by the parties thereto and is a valid and legally binding agreement of such
parties thereto, enforceable against the parties thereto in accordance with its terms; provided that, with respect to
each such agreement, the enforceability may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights and remedies
generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity
or at law) and (B) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of
good faith and fair dealing.
(xi) None
of (A) the offering, issuance and sale by the Issuers of the Notes, (B) the execution, delivery and performance of this Agreement
by the Issuers, (C) the consummation of the transactions contemplated by this Agreement,(D) the execution and delivery of the
Supplemental Indenture and the performance of the Indenture by the Issuers or the consummation of the transactions contemplated
thereby (1) constitutes or will constitute a violation of the Organizational Documents of any of the Issuers, the Domestic Subsidiaries
or the GP Entities, (2) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of
control or a default under (or an event that, with notice or lapse of time or both, would constitute such an event) any document
or agreement filed as an exhibit to the Registration Statement or any Incorporated Document (excluding, for this purpose, the
Hedged Inventory Facility and the Credit Agreement dated as of August 19, 2011, as amended, among the Partnership, certain subsidiaries
of the Partnership from time to time party thereto and Bank of America, N.A., as administrative agent, and the other lenders party
thereto), (3) results or will result in any violation of the Delaware LP Act, the Delaware LLC Act, the Delaware General Corporation
Law (the “DGCL”), the laws of the State of Texas, the laws of the State of New York or federal law,
or (4) results or will result in the creation or imposition of any Lien upon any property or assets of any of the Issuers, the
Domestic Subsidiaries or the GP Entities, which conflicts, breaches, violations or defaults in the case of clauses (2),
(3) or (4) would reasonably be expected to have a Material Adverse Effect or materially impair the ability of the
Issuers to consummate the transactions contemplated by this Agreement, it being understood that such counsel need not express
an opinion in clause (3) of this paragraph (xi) with respect to any securities or other anti-fraud law.
(xii) No
consent, approval, authorization, filing with or order of any federal, Delaware, New York or Texas court, governmental
agency or body having jurisdiction over the Issuers, the GP Entities, the Domestic Subsidiaries or any of their respective
properties is required in connection with (A) the offering, issuance and sale by the Issuers of the Notes, (B) the execution,
delivery and performance of this Agreement by the Issuers and the consummation of the transactions contemplated by this
Agreement, or (C) the execution and delivery of the Supplemental Indenture and the performance of the Indenture by the
Issuers or the consummation of the transactions contemplated thereby, except (1) such as may be required under the blue sky
laws of any jurisdiction or the by-laws and rules of FINRA in connection with the purchase and distribution by the
Underwriters of the Notes in the manner contemplated herein and in the Registration Statement, the Pricing Disclosure Package
and the Prospectus (as to which such counsel need not express any opinion), (2) such that the failure to obtain would not
reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Issuers to consummate the
transactions contemplated by this Agreement, (3) such other that have been obtained or taken and are in full force and effect
and (4) filings with the Commission that may be required in the performance of the Issuers’ obligations under Section 5
of this Agreement.
(xiii) The statements in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Material
U.S. Federal Income Tax Consequences” in relation to the Notes in each of the Pricing Disclosure Package and the Prospectus,
insofar as such statements purport to summarize certain provisions of documents and legal matters referred to therein, accurately
summarize such provisions and legal matters in all material respects, subject to the qualifications and assumptions stated therein;
and the Indenture and the Notes conform in all material respects to the descriptions thereof contained in the Registration Statement,
the Pricing Disclosure Package and the Prospectus.
(xiv) The Registration Statement became effective under the Securities Act upon its filing on September 14, 2018; to the knowledge of
such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that
purpose have been instituted or threatened by the Commission; and any required filing of the Prospectus pursuant to Rule 424(b)
of the Rules and Regulations has been made in the manner and within the time period required by such Rule.
(xv) The Registration Statement, the Pricing Disclosure Package and the Prospectus (except for the financial statements and the notes
and the schedules thereto and the other financial information included or incorporated by reference in the Registration Statement,
the Pricing Disclosure Package or the Prospectus, as to which such counsel need not express an opinion) each appeared on its face
to be appropriately responsive in all material respects to the applicable form requirements of the Securities Act and the Exchange
Act and the rules and regulations promulgated thereunder.
(xvi) The Issuers are not now, and after sale of the Notes by the Issuers and application of the net proceeds thereof as described in
the Pricing Disclosure Package and the Prospectus under the caption “Use of Proceeds,” neither of the Issuers will
be, an “investment company” as such term is defined in the Investment Company Act, and the rules and regulations of
the Commission thereunder.
In
addition, such counsel shall state that they have participated in conferences with officers and other representatives of GP
LLC, PAGP GP and the Issuers, representatives of the independent public accountants of GP LLC, PAGP GP and the Partnership
and the Underwriters’ representatives and counsel, at which the contents of the Registration Statement, the Pricing
Disclosure Package and the Prospectus and related matters were discussed, and although such counsel has not independently
verified, is not passing on, and is not assuming any responsibility for the accuracy, completeness or fairness of the
statements contained in, the Registration Statement, the Pricing Disclosure Package and the Prospectus (except to the extent
specified in paragraph (xiii) above), on the basis of the foregoing, no facts have come to the attention of such counsel that
lead them to believe that:
(A) the Registration Statement, as of the most recent Effective Date, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(B) the Pricing Disclosure Package, as of the Applicable Time, included an untrue statement of a material fact or omitted to state
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; or
(C) the Prospectus, as of its date or as of the Delivery Date, included or includes an untrue statement of a material fact or omitted
or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading,
it being understood that such counsel need
not express any statement or belief with respect to (i) the financial statements and related schedules, including the notes and
schedules thereto and the auditor’s report thereon, included or incorporated by reference in the Registration Statement,
the Pricing Disclosure Package and the Prospectus or (ii) any other financial information included or incorporated by reference
in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
In
rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees
of GP LLC, PAGP GP and the Issuers, to the extent they deem appropriate, and information obtained from public officials or
public records, (B) assume that all documents submitted to them as originals are authentic, that all copies submitted to them
conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (C) assume that each
certificate from government officials reviewed by such counsel is accurate, complete and authentic, and all official public
records are accurate and complete, (D) with respect to opinions expressed in paragraph (iii), rely on reports, dated as of a
recent date, prepared by Corporation Services Company, purporting to describe all financing statements on file as of the
dates thereof in the office of the Secretary of State of the State of Delaware or the Secretary of State of the State of
Texas, as applicable, naming the Partnership or any of the Domestic Subsidiaries as debtors, (E) with respect to the opinion
expressed in paragraph (xiv) above, as to the absence of stop orders and proceedings instituted for that purpose, rely solely
on the list of stop orders and proceedings instituted by the Commission for such purpose contained on the Commission’s
website at www.sec.gov/litigation/stoporders.shtml and http://www.sec.gov/litigation/admin.shtml, (F) state that their
opinion is limited to federal laws of the United States, the Delaware LP Act, the Delaware LLC Act, the DGCL, the laws of the
State of Texas and the laws of the State of New York and (G) state that they express no opinion with respect to (i) any
permits to own or operate any real or personal property or (ii) U.S. federal taxes other than U.S. federal income taxes,
foreign, state or local taxes or taxes to which any of the limited partners of the Partnership or any of the Plains Entities
may be subject.
(d) The Representatives shall have received
an opinion of the general counsel for GP LLC dated the Delivery Date and addressed to the Underwriters, to the effect that:
(i) None
of (1) the offering, issuance and sale by the Issuers of the Notes, (2) the execution, delivery and performance by the Issuers
of this Agreement, (3) the consummation of the transactions contemplated by this Agreement or (4) the execution and delivery of
the Supplemental Indenture and the performance of the Indenture by the Issuers or the consummation of the transactions contemplated
thereby (A) constitutes or will constitute a breach or violation of, a change of control or a default (or an event which, with
notice or lapse of time or both, would constitute such an event) under any bond, debenture, note or any other evidence of indebtedness,
indenture or any other material agreement or instrument known to such counsel to which any of the Issuers, GP Entities or Domestic
Subsidiaries is a party or by which any one of them may be bound (excluding, for this purpose, any document or agreement filed
as an exhibit to the Registration Statement or an Incorporated Document, other than the Hedged Inventory Facility and the Credit
Agreement dated as of August 19, 2011, as amended, among the Partnership, certain subsidiaries of the Partnership from time to
time party thereto, Bank of America, N.A., as administrative agent, and the other lenders party thereto, both of which are expressly
included for this purpose) or (B) violates or will violate any order, judgment, decree or injunction known to such counsel of any
court or governmental agency or body directed to either of the Issuers, the GP Entities or the Domestic Subsidiaries or any of
their respective properties in a proceeding to which any of them is a party, which would, in the case of either clauses (A)
or (B), reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Issuers to consummate
the transactions contemplated by this Agreement.
(ii) To the knowledge of such counsel, there is no legal or governmental proceeding pending or threatened to which either of the Issuers
or any of the Subsidiaries is a party or to which any of their respective properties is subject that is required to be disclosed
in the Pricing Disclosure Package or the Prospectus and is not so disclosed.
(iii) To
the knowledge of such counsel, there are no agreements, contracts or other documents to which either of the Issuers or any
of the Subsidiaries is a party or are bound that are required to be described in the Registration Statement, the Pricing
Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement or to the Incorporated
Documents that are not described or filed as required.
In rendering
such opinion, such counsel may rely in respect of matters of fact upon (A) information obtained from public officials or public
records and (B) to the extent such counsel deems appropriate, certificates of officers and employees of GP LLC, PAGP GP and the
Issuers. Further, such counsel may (A) assume that all documents submitted to him as originals are authentic, that all copies
submitted to him conform to the originals thereof, and that the signatures on all documents examined by him are genuine, (B) state
that such opinions are limited to federal laws and the Delaware LP Act, the Delaware LLC Act, the DGCL and the laws of the State
of Texas and (C) state that he expresses no opinion with respect to (x) either federal or state securities laws in the opinion
referenced in Section 7(d)(i)(4)(B) above or (y) taxes.
(e) The Representatives
shall have received an opinion of internal Canadian counsel for the Partnership, dated the Delivery Date and addressed to the Underwriters,
to the effect that:
(i) Plains Midstream Canada has been duly amalgamated and is validly existing as an unlimited liability company under the laws of British
Columbia, with all necessary corporate power and authority to own or lease its properties, in all material respects as described
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and to conduct its business as currently conducted
and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted. Plains Midstream
Canada is duly registered extraprovincially for the transaction of business under the laws of the provinces of Alberta, Manitoba,
Ontario and Saskatchewan.
(ii) Plains Marketing is the registered holder of 100% of the issued and outstanding preferred shares of Plains Midstream Canada, and
Plains Midstream Luxembourg, S.a.r.l. is the registered holder of 100% of the issued and outstanding common shares of Plains Midstream
Canada and 100% of the issued and outstanding second preferred shares of Plains Midstream Canada; such share capital has been duly
authorized and validly issued in accordance with the Articles of Amalgamation of Plains Midstream Canada, as fully paid and nonassessable
shares (except as such nonassessability may be affected by the laws of the Province of British Columbia).
(iii) No permit, consent, approval, authorization, order, registration, filing or qualification of or with any court, governmental agency
or body of the federal government of Canada or the Province of British Columbia is required for the offering, issuance and sale
by the Issuers of the Notes or the execution, delivery and performance of the Indenture by the Issuers.
(iv) None
of the offering, issuance and sale by the Issuers of the Notes, the execution, delivery and performance of this Agreement by
the Issuers or the consummation of the transactions contemplated hereby, or the execution, delivery and performance of the
Indenture by the Issuers or the consummation of the transactions contemplated thereby constitutes or will constitute a
violation of the certificate or Articles of Amalgamation, bylaws or other organizational documents of Plains Midstream
Canada, or any statute, law or regulation of Canada or the Province of British Columbia or, to the knowledge of such counsel,
any order, judgment, decree or injunction of any court or governmental agency or body of Canada or the Province of British
Columbia directed to Plains Midstream Canada or its properties in a proceeding to which Plains Midstream Canada or its
property is a party.
(v) To the
knowledge of such counsel, Plains Midstream Canada has such Permits issued by the appropriate federal, provincial or regulatory
authorities as are necessary to own or lease its properties and to conduct its business as currently conducted and as proposed
in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted, subject to such qualifications
as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except for such Permits
that, if not obtained would not reasonably be expected to, individually or in the aggregate, materially adversely affect the operations
conducted by Plains Midstream Canada.
In rendering such opinion, such counsel
may (A) rely in respect of matters of fact upon certificates of officers and employees of the GP Entities, the Issuers and the
Subsidiaries, to the extent they deem proper, and upon information obtained from public officials or public records, (B) assume
that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof,
and that the signatures on all documents examined by them are genuine, (C) state that such opinions are limited to federal laws
of Canada and the laws of the Province of British Columbia, excepting therefrom municipal and local ordinances and regulations,
and (D) state that such counsel does not express any opinion with respect to taxes.
In rendering such opinion, such counsel
shall state that (A) Vinson & Elkins L.L.P. is thereby authorized to rely upon such opinion letter in connection with the transactions
contemplated by this Agreement as if such opinion letter were addressed and delivered to them on the date thereof and (B) subject
to the foregoing, such opinion letter may be relied upon only by the Underwriters and their counsel in connection with the transactions
contemplated by this Agreement and no other use or distribution of such opinion letter may be made without such counsel’s
prior written consent.
(f) The Representatives shall have received an opinion of Baker Botts L.L.P., counsel for the Underwriters, dated the Delivery Date
and addressed to the Underwriters, with respect to the offering, issuance and sale by the Issuers of the Notes, the Indenture,
the Registration Statement, the Pricing Disclosure Package, the Prospectus (together with any amendment or supplement thereto)
and other related matters the Underwriters may reasonably require.
(g) At
the time of the execution of this Agreement, the Representatives shall have received from PricewaterhouseCoopers LLP,
independent public accountants, a letter dated such date, in form and substance satisfactory to the Representatives, together
with signed or reproduced copies of such letter for each of the other Underwriters, containing statements and information of
the type ordinarily included in accountants’ “comfort letter” to underwriters with respect to the financial
statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the
Prospectus; provided that the cut-off date for the procedures performed by such accountants and described in such
letter shall be a date not more than five days prior to the date of such letter.
(h) On the Delivery
Date, the Representatives shall have received from PricewaterhouseCoopers LLP a letter, dated as of the Delivery Date, to the effect
that it reaffirms the statements made in the letter furnished pursuant to paragraph (g) of this Section 7, except
that the date referred to in the proviso in Section 7(g) hereof shall be a date not more than three business days prior
to the Delivery Date.
(i) The Partnership
shall have furnished to the Representatives on the Delivery Date a certificate of the Partnership, signed on behalf of the Partnership
by the President or any Vice President and the Chief Financial Officer of GP LLC, dated the Delivery Date, to the effect that the
signers of such certificate have examined the Registration Statement, the Pricing Disclosure Package, the Prospectus and any amendment
or supplement thereto, and this Agreement and that:
(i) the representations
and warranties of the Partnership in this Agreement are true and correct on and as of the Delivery Date with the same effect as
if made on the Delivery Date (except to the extent such representation or warranty is made as of a specific date or time, in which
case, such representation or warranty was true and correct as of such specific date or time) and the Partnership has complied in
all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior
to the Delivery Date;
(ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and
no proceedings for that purpose have been instituted or, to the Partnership’s knowledge, threatened; and
(iii) (A) the Registration Statement, as of the Effective Date, (B) the Prospectus, as of its date and on the Delivery Date, and (C)
the Pricing Disclosure Package, as of the Applicable Time, did not and do not contain any untrue statement of a material fact and
did not and do not omit to state a material fact required to be stated therein or necessary to make the statement therein (except
in the case of the Registration Statement, in the light of the circumstances under which they were made) not misleading.
(j) PAA
Finance shall have furnished to the Representatives on the Delivery Date a certificate of PAA Finance, signed on behalf of
PAA Finance by the President or any Vice President of PAA Finance, dated the Delivery Date, to the effect that the signers of
such certificate have examined the Registration Statement, the Pricing Disclosure Package, the Prospectus and any amendment
or supplement thereto, and this Agreement and that the representations and warranties of PAA Finance contained in this
Agreement are true and correct on and as of the Delivery Date with the same effect as if made on the Delivery Date and PAA
Finance has complied in all material respects with all the agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to the Delivery Date.
(k) At the Delivery Date, the Notes shall be rated at least “Ba1” by Moody’s Investors Service, Inc., “BBB-”
by S&P Global Ratings, a division of S&P Global, Inc., and “BBB-” by Fitch Ratings, Inc. and the Issuers shall
have delivered to the Underwriters a letter dated near the Delivery Date, from each such rating agency, or other evidence satisfactory
to the Underwriters, confirming that the Notes have such ratings; and since the date of this Agreement, there shall not have occurred
a downgrading in the rating assigned to the Issuers’ other debt securities by any “nationally recognized statistical
rating agency,” as that term is defined under Section 3(a)(62) under the Exchange Act, and no such organization shall have
publicly announced that it has under surveillance or review, with possible negative implications, its ratings of the Notes or either
of the Issuers’ other debt securities.
(l) The Issuers and the Trustee shall have executed and delivered the Supplemental Indenture, and the Issuers shall have executed and
delivered the Global Notes.
(m) At the time of the execution of this Agreement, the Representatives shall have received from the Partnership a certificate substantially
in the form of Exhibit B hereto and signed by the Chief Financial Officer of the General Partner.
All such opinions,
certificates, letters and other documents referred to in this Section 7 will be in compliance with the provisions hereof
only if they are reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters. The Issuers
shall furnish to the Underwriters conformed copies of such opinions, certificates, letters and other documents in such number as
they shall reasonably request.
If any of the conditions
specified in this Section 7 shall not have been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to the Underwriters and counsel for the Underwriters, this Agreement and all obligations
of the Underwriters hereunder may be cancelled at, or at any time prior to, the Delivery Date by the Underwriters. Notice of such
cancellation shall be given to the Issuers in writing or by telephone or facsimile confirmed in writing.
8. Expenses.
The Issuers agree to pay the following costs and expenses and all other costs and expenses incident to the performance by it
of its obligations hereunder: (i) the preparation, printing or reproduction, and filing with the Commission of the
Registration Statement (including financial statements and exhibits thereto), any Preliminary Prospectus, the Prospectus, any
Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and
delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration
Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus, the Incorporated Documents and all
amendments or supplements to any of them as may be reasonably requested for use in connection with the offering and sale of
the Notes; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Notes, including
any stamp taxes in connection with the original issuance and sale of the Notes; (iv) the printing (or reproduction) and
delivery of this Agreement, the preliminary and supplemental Blue Sky Memoranda, and all other agreements or documents
printed (or reproduced) and delivered in connection with the offering of the Notes; (v) any applicable listing or other
similar fees; (vi) the registration or qualification of the Notes for offer and sale under the securities or Blue Sky laws of
the several states as provided in Section 5(g) hereof (including the reasonable fees, expenses and disbursements of
counsel for the Underwriters relating to the preparation, printing or reproduction, and delivery of the preliminary and
supplemental Blue Sky Memoranda and such registration and qualification); (vii) any filing fees in connection with any
filings required to be made with FINRA; (viii) the transportation and other expenses incurred by or on behalf of officers and
employees of GP LLC, PAGP GP or the Issuers in connection with presentations to prospective purchasers of the Notes; (ix) the
fees and expenses of the Partnership’s accountants and the fees and expenses of counsel (including local and special
counsel) for the Issuers; (x) any fees charged by rating agencies for rating the Notes; and (xi) the fees and expenses of the
Trustee and paying agent (including related fees and expenses of any counsel for such parties).
It is understood, however,
that except as otherwise provided in this Section 8 or Section 5(i) hereof, the Underwriters will pay all of their
own costs and expenses, including the fees of their counsel, transfer taxes on any resale of the Notes by any Underwriter, any
advertising expenses connected with any offers they may make and the transportation and other expenses incurred by the Underwriters
on their own behalf in connection with presentations to prospective purchasers of the Notes.
9. Default
by an Underwriter. If any one or more of the Underwriters shall fail or refuse to purchase Notes that it or they are obligated
to purchase hereunder on the Delivery Date, and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters
are obligated but fail or refuse to purchase is not more than one-tenth of the aggregate principal amount of the Notes that the
Underwriters are obligated to purchase on the Delivery Date, each non-defaulting Underwriter shall be obligated, severally, in
the proportion that the principal amount of Notes set forth opposite its name in Schedule I hereto bears to the aggregate
principal amount of Notes set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the Representatives
may specify in accordance with the Agreement Among Underwriters of Citigroup Global Markets Inc. to purchase the Notes that such
defaulting Underwriter or Underwriters are obligated, but fail or refuse, to purchase. If any one or more of the Underwriters
shall fail or refuse to purchase Notes that it or they are obligated to purchase on the Delivery Date and the aggregate principal
amount of Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Notes that
the Underwriters are obligated to purchase on the Delivery Date and arrangements satisfactory to the Representatives and the Issuers
for the purchase of such Notes by one or more non-defaulting Underwriters or other party or parties approved by the Representatives
and the Issuers are not made within 36 hours after such default, this Agreement will terminate without liability on the part of
any party hereto (other than any defaulting Underwriter). In any such case that does not result in termination of this Agreement,
either the Representatives or the Issuers shall have the right to postpone the Delivery Date, but in no event for longer than
seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents
or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability
in respect of any such default of any such Underwriter under this Agreement. The term “Underwriter”
as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who,
with the Representatives’ approval and the approval of the Issuers, purchases Notes that a defaulting Underwriter is obligated,
but fails or refuses, to purchase.
Any notice under this
Section 9 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.
10. Termination of Agreement. This Agreement shall be subject to termination in the Representatives’ absolute discretion,
without liability on the part of any Underwriter to any Issuer, by notice to the Issuers prior to the Delivery Date, if at any
time prior to such time (i) trading in the Partnership’s Common Units shall have been suspended by the Commission or the
NYSE or trading in securities generally on the New York Stock Exchange, the NYSE American LLC or the Nasdaq National Market shall
have been suspended or limited or minimum prices shall have been established; (ii) a banking moratorium shall have been declared
either by federal or New York or Texas state authorities or a material disruption in commercial banking or securities settlement
or clearance services in the United States shall have occurred; or (iii) there shall have occurred any outbreak or escalation of
hostilities or acts of terrorism, declaration by the United States of a national emergency or war or other calamity or crisis or
any change in financial, political or economic conditions in the United States or elsewhere, the effect of which on financial markets
is such as to make it, in the sole judgment of the Underwriters, impractical or inadvisable to proceed with the offering or delivery
of the Notes as contemplated by the Prospectus (exclusive of any amendment or supplement thereto). Notice of such termination may
be given to the Issuers by telegram, telecopy or telephone and shall be subsequently confirmed by letter.
11. Notice;
Successors. Except as otherwise provided in Sections 5, 9 and 10 hereof, all communications hereunder will be in writing
and effective only on receipt, and, if sent to the Underwriters, will be mailed, delivered or telefaxed to the Representatives
c/o Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013, Attention: General Counsel (fax: (646) 291-1469);
c/o Mizuho Securities USA LLC, 320 Park Avenue, 12th Floor, New York, NY 10022, Attention: Debt Capital Markets Desk (fax: (212)
205-7812); c/o MUFG Securities Americas Inc., 1221 Avenue of the Americas, 6th Floor, New York, NY 10020-1001, Attention: Capital
Markets Group (fax: (646) 434-3455); and c/o Scotia Capital (USA) Inc., 250 Vesey Street, 24th Floor, New York, NY 10281, Attention:
Debt Capital Markets; with a copy (which shall not constitute notice) to Baker Botts L.L.P., 910 Louisiana St., Houston, Texas
77002, Attention: Joshua Davidson; or, if sent to either of the Issuers, will be mailed, delivered or telefaxed to it at 333 Clay
St., Suite 1600, Houston, Texas 77002, Attention: General Counsel (fax: (713) 646-4313).
This Agreement
has been and is made solely for the benefit of the several Underwriters and their directors, officers, employees, agents and
other controlling persons referred to in Section 6 hereof and the Issuers and GP LLC’s directors and officers
who sign the Registration Statement, and other controlling persons referred to in Section 6 hereof and their
respective successors and assigns, to the extent provided herein, and no other person shall acquire or have any right under
or by virtue of this Agreement. Neither the term “successor” nor the term “successors and assigns” as
used in this Agreement shall include a purchaser from any Underwriter of any of the Notes in his status as such
purchaser.
12. Information
Furnished by the Underwriters. The Issuers acknowledge that the following statements set forth in the most recent Preliminary
Prospectus and the Prospectus constitute the only information furnished by or on behalf of the Underwriters through the Representatives
as such information is referred to in Sections 1(c), 1(d), 1(f), 1(g), 5(p), 6(a) and
6(c) hereof: (A) the names of the Underwriters, (B) the table under the first paragraph under the heading “Underwriting,”
(C) the first paragraph under the heading “Underwriting — Underwriting Discounts” related to concessions and
(D) the first paragraph and the first two sentences of the second paragraph under the heading “Underwriting — Stabilization
and Short Positions.”
13. Research Analyst Independence. The Issuers acknowledge that the Underwriters’ research analysts and research
departments are required to be independent from their respective investment banking divisions and are subject to certain regulations
and internal policies, and that such Underwriters’ research analysts may hold views and make statements or investment recommendations
and/or publish research reports with respect to the Issuers and/or the offering that differ from the views of their respective
investment banking divisions. The Issuers hereby waive and release, to the fullest extent permitted by law, any claims that the
Issuers may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views
expressed by their independent research analysts and research departments may be different from or inconsistent with the views
or advice communicated to the Issuers by such Underwriters’ investment banking divisions. The Issuers acknowledge that each
of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may
effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities
of the companies that may be the subject of the transactions contemplated by this Agreement.
14. Recognition
of the U.S. Special Resolution Regimes.
(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime,
the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective
to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such
interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are
permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime
if this Agreement were governed by the laws of the United States or a state of the United States.
As used in this Section 14, “BHC Act
Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance
with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (i) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii)
a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12
C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime” means each
of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
15. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between
the Issuers and the Underwriters, or any of them, with respect to the subject matter hereof.
16. Headings.
The Section headings used herein are for convenience only and shall not affect the construction hereof.
17. Effective Date of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the
parties hereto.
18. No Fiduciary Duty. The Issuers acknowledge and agree that in connection with this offering and sale of the Notes
or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory
or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters:
(i) no fiduciary or agency relationship between the Issuers and any other person, on the one hand, and the Underwriters, on the
other hand, exists; (ii) the Underwriters are not acting as advisors, expert or otherwise, to either of the Issuers, including,
without limitation, with respect to the determination of the public offering price of the Notes, and such relationship between
the Issuers, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations;
(iii) any duties and obligations that the Underwriters may have to the Issuers shall be limited to those duties and obligations
specifically stated herein; and (iv) the Underwriters and their respective affiliates may have interests that differ from those
of the Issuers. The Issuers hereby waive any claims that they may have against the Underwriters with respect to any breach of fiduciary
duty in connection with this offering.
19. Applicable
Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts
that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless
at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto.
[Signature Pages Follow]
Please confirm that the foregoing correctly
sets forth the agreement among the Issuers and the Underwriters.
| |
Very truly yours, |
| |
|
| |
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: |
Vice President and Treasurer |
| |
PAA FINANCE CORP. |
| |
|
| |
|
| |
By: |
/s/ Sharon Spurlin |
| |
Name: |
Sharon Spurlin |
| |
Title: |
Vice President and Treasurer |
PAA Signature Page to Underwriting Agreement
The foregoing Agreement is hereby
confirmed and accepted
by the Underwriters
as of the date first above written.
Citigroup Global Markets Inc.
Mizuho Securities USA LLC
MUFG Securities Americas Inc.
Scotia Capital (USA) Inc.
As Representatives of the several Underwriters
| By: Citigroup Global Markets Inc. |
|
By: Mizuho Securities USA LLC |
| |
|
|
| By: |
/s/ Adam D. Bordner |
|
By: |
/s/
Vincent Murray |
| Name: |
Adam D. Bordner |
|
Name: |
Vincent Murray |
| Title: |
Director |
|
Title: |
Managing Director |
| |
|
|
|
|
| |
|
|
|
|
| By: MUFG Securities Americas Inc. |
|
By: Scotia Capital (USA) Inc. |
| |
|
|
| By: |
/s/ Brian Cogliandro |
|
By: |
/s/ Michael Ravanesi |
| Name: |
Brian Cogliandro |
|
Name: |
Michael Ravanesi |
| Title: |
Managing Director |
|
Title: |
Managing Director & Head |
Underwriters’ Signature Page to Underwriting Agreement
SCHEDULE I
| | |
Principal Amount of | |
| Underwriters | |
Notes to be Purchased | |
| Citigroup Global Markets Inc. | |
$ | 145,000,000 | |
| Mizuho Securities USA LLC | |
| 145,000,000 | |
| MUFG Securities Americas Inc. | |
| 145,000,000 | |
| Scotia Capital (USA) Inc. | |
| 145,000,000 | |
| BBVA Securities Inc. | |
| 45,000,000 | |
| BMO Capital Markets Corp. | |
| 45,000,000 | |
| PNC Capital Markets LLC | |
| 45,000,000 | |
| RBC Capital Markets, LLC | |
| 45,000,000 | |
| SMBC Nikko Securities America, Inc. | |
| 45,000,000 | |
| SunTrust Robinson Humphrey, Inc. | |
| 45,000,000 | |
| U.S. Bancorp Investments, Inc. | |
| 45,000,000 | |
| CIBC World Markets Corp. | |
| 21,000,000 | |
| Fifth Third Securities, Inc. | |
| 21,000,000 | |
| ING Financial Markets LLC | |
| 21,000,000 | |
| Regions Securities LLC | |
| 21,000,000 | |
| TD Securities (USA) LLC | |
| 21,000,000 | |
| Total | |
$ | 1,000,000,000 | |
Schedule I-1
SCHEDULE II
Filed Pursuant to Rule 433
Registration No. 333-227358
September 9, 2019
Final Term Sheet
$1,000,000,000
3.550% Senior Notes due 2029
| Issuers: | |
Plains All American Pipeline, L.P. and PAA |
| | |
Finance Corp. |
| | |
|
| Ratings (Moody’s / S&P / Fitch):* | |
Ba1 / BBB- / BBB- |
| | |
|
| Security Type: | |
Senior unsecured |
| | |
|
| Legal Format: | |
SEC-registered |
| | |
|
| Pricing Date: | |
September 9, 2019 |
| | |
|
| Settlement Date (T+5): | |
September 16, 2019 |
| | |
|
| Maturity Date: | |
December 15, 2029 |
| | |
|
| Principal Amount: | |
$1,000,000,000 |
| | |
|
| Benchmark Treasury: | |
UST 1.625% due August 15, 2029 |
| | |
|
| Benchmark Treasury Yield: | |
1.622% |
| | |
|
| Spread to Benchmark Treasury: | |
+195 bps |
| | |
|
| Yield to Maturity: | |
3.572% |
| | |
|
| Coupon: | |
3.550% |
| | |
|
| Public Offering Price: | |
99.801% |
| | |
|
| Net Proceeds (after deducting the underwriting
discount and estimated offering expenses): | |
$989.1 million |
| |
|
| Make-whole Call: | |
T+ 30 bps |
| | |
|
| Call at Par: | |
On or after September 15, 2029 |
Schedule II-1
| Interest Payment Dates: | |
June 15 and December 15, beginning on June 15, 2020 (long first coupon) |
| | |
|
| CUSIP / ISIN: | |
72650R BM3 / US72650RBM34 |
| | |
|
| Joint Book-Running Managers: | |
Citigroup Global Markets Inc. |
| | |
Mizuho Securities USA LLC |
| | |
MUFG Securities Americas Inc. |
| | |
Scotia Capital (USA) Inc. |
| | |
BBVA Securities Inc. |
| | |
BMO Capital Markets Corp. |
| | |
PNC Capital Markets LLC |
| | |
RBC Capital Markets, LLC |
| | |
SMBC Nikko Securities America, Inc. |
| | |
SunTrust Robinson Humphrey, Inc. |
| | |
U.S. Bancorp Investments, Inc. |
| | |
|
| Co-Managers: | |
CIBC World Markets Corp. |
| | |
Fifth Third Securities, Inc. |
| | |
ING Financial Markets LLC |
| | |
Regions Securities LLC |
| | |
TD Securities (USA) LLC |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised
or withdrawn at any time. |
Delivery of the notes is expected to be
made against payment therefor on or about September 16, 2019, which is the fifth business day following the date of pricing of
the notes (such settlement being referred to as “T+5”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as
amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade
expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to the second business day before
delivery will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify an alternate settlement
cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.
The issuers have filed a registration statement
(including a base prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”)
for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering,
the issuers’ prospectus in that registration statement and any other documents the issuers have filed with the SEC for more
complete information about the issuers and this offering. You may get these documents for free by visiting EDGAR on the SEC web
site at www.sec.gov. Alternatively, the issuers, any underwriter or any dealer participating in the offering will arrange to send
you the prospectus supplement and prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at (800) 831-9146,
Mizuho Securities USA LLC toll-free at (866) 271-7403, MUFG Securities Americas Inc. toll-free at (877) 649-6848 or Scotia Capital
(USA) Inc. toll-free at (800)-372-3930.
Schedule II-2
SCHEDULE III
Material Subsidiaries
Plains Marketing, L.P.
Plains Pipeline, L.P.
Pacific Pipeline System LLC
Plains Midstream Canada ULC
Plains West Coast Terminals LLC
Pine Prairie Energy Center, LLC
SG Resources Mississippi, L.L.C.
Plains LPG Services, L.P.
Schedule III-1
SCHEDULE IV
Domestic Subsidiaries
Plains Marketing, L.P.
Plains Pipeline, L.P.
Pacific Pipeline System LLC
Plains West Coast Terminals LLC
Pine Prairie Energy Center, LLC
SG Resources Mississippi, L.L.C.
Plains LPG Services, L.P.
Schedule IV-1
EXHIBIT
A
| Entity | |
Jurisdiction in which registered or qualified |
| Plains All American Pipeline, L.P. | |
Texas |
| | |
|
| PAA Finance Corp. | |
Texas |
| | |
|
| PAA GP LLC | |
Texas |
| | |
|
| Plains AAP, L.P. | |
Texas |
| | |
|
| Plains All American GP LLC | |
California, Illinois, Louisiana, Oklahoma, Texas |
| | |
|
| Plains GP Holdings, L.P. | |
Texas |
| | |
|
| PAA GP Holdings LLC | |
Texas |
| | |
|
| Plains Marketing, L.P. | |
California, Illinois, Louisiana, Oklahoma |
| | |
|
| Plains Pipeline, L.P. | |
California, Illinois, Louisiana, Oklahoma |
| | |
|
| Plains Midstream Canada ULC | |
Alberta, Manitoba, Ontario, Saskatchewan |
| | |
|
| Pacific Pipeline System LLC | |
California |
| | |
|
| Plains West Coast Terminals LLC | |
California |
| | |
|
| Pine Prairie Energy Center, LLC | |
Louisiana |
| | |
|
| SG Resources Mississippi, L.L.C. | |
Alabama, Mississippi |
| | |
|
| Plains LPG Services, L.P. | |
California, Illinois, Oklahoma |
Exhibit A-1
EXHIBIT B
CHIEF FINANCIAL OFFICER’S CERTIFICATE
September 9, 2019
The undersigned, in his capacity as the
Chief Financial Officer of Plains All American GP LLC, a Delaware limited liability company, which is the general partner of Plains
AAP, L.P., a Delaware limited liability partnership, which is the sole member of PAA GP LLC, a Delaware limited liability company,
which is the general partner of Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”),
does hereby certify that he is familiar with the accounting, operations and record systems of the Partnership and that, to his
knowledge after reasonable investigation, there has not been any material adverse change in the financial position, results of
operations, cash flows or working capital of the Partnership since June 30, 2019. In addition, as of the date of this certificate,
the total debt of the Partnership is approximately $ [•].
Capitalized terms used but not defined
herein have the meanings assigned to them in the Underwriting Agreement dated as of the date hereof by and among the Partnership,
PAA Finance Corp. and Citigroup Global Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and Scotia Capital
(USA) Inc., as the representatives of the several Underwriters.
This certificate is to assist the Underwriters
in conducting and documenting their investigation of the affairs of the Partnership in connection with the offering of the Notes
covered by the Registration Statement, the Pricing Disclosure Package and the Prospectus.
[Signature Page Follows]
Exhibit B-1
IN WITNESS WHEREOF, the undersigned has hereunto affixed his
signature as of the date first written above.
| |
|
| |
Al Swanson |
| |
Executive Vice President and Chief Financial Officer |
Exhibit B-2
